0001102993-21-000031.txt : 20210308 0001102993-21-000031.hdr.sgml : 20210308 20210308070740 ACCESSION NUMBER: 0001102993-21-000031 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 97 CONFORMED PERIOD OF REPORT: 20201231 FILED AS OF DATE: 20210308 DATE AS OF CHANGE: 20210308 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LIVEPERSON INC CENTRAL INDEX KEY: 0001102993 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 133861628 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-30141 FILM NUMBER: 21720588 BUSINESS ADDRESS: STREET 1: 475 10TH AVENUE STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 2126094200 MAIL ADDRESS: STREET 1: 475 10TH AVENUE STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 10-K 1 lpsn-20201231.htm 10-K lpsn-20201231
00011029932020FYfalseP3YP3YP3YP3Y00011029932020-01-012020-12-31iso4217:USD00011029932020-06-30xbrli:shares00011029932021-02-2600011029932020-12-3100011029932019-12-31iso4217:USDxbrli:shares00011029932019-01-012019-12-3100011029932018-01-012018-12-310001102993us-gaap:CostOfSalesMember2020-01-012020-12-310001102993us-gaap:CostOfSalesMember2019-01-012019-12-310001102993us-gaap:CostOfSalesMember2018-01-012018-12-310001102993us-gaap:SellingAndMarketingExpenseMember2020-01-012020-12-310001102993us-gaap:SellingAndMarketingExpenseMember2019-01-012019-12-310001102993us-gaap:SellingAndMarketingExpenseMember2018-01-012018-12-310001102993us-gaap:GeneralAndAdministrativeExpenseMember2020-01-012020-12-310001102993us-gaap:GeneralAndAdministrativeExpenseMember2019-01-012019-12-310001102993us-gaap:GeneralAndAdministrativeExpenseMember2018-01-012018-12-310001102993us-gaap:ResearchAndDevelopmentExpenseMember2020-01-012020-12-310001102993us-gaap:ResearchAndDevelopmentExpenseMember2019-01-012019-12-310001102993us-gaap:ResearchAndDevelopmentExpenseMember2018-01-012018-12-310001102993us-gaap:CommonStockMember2017-12-310001102993us-gaap:TreasuryStockMember2017-12-310001102993us-gaap:AdditionalPaidInCapitalMember2017-12-310001102993us-gaap:RetainedEarningsMember2017-12-310001102993us-gaap:AccumulatedOtherComprehensiveIncomeMember2017-12-3100011029932017-12-310001102993us-gaap:CommonStockMember2018-01-012018-12-310001102993us-gaap:AdditionalPaidInCapitalMember2018-01-012018-12-310001102993us-gaap:TreasuryStockMember2018-01-012018-12-310001102993srt:CumulativeEffectPeriodOfAdoptionAdjustmentMemberus-gaap:RetainedEarningsMember2017-12-310001102993srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember2017-12-310001102993us-gaap:RetainedEarningsMember2018-01-012018-12-310001102993us-gaap:AccumulatedOtherComprehensiveIncomeMember2018-01-012018-12-310001102993us-gaap:CommonStockMember2018-12-310001102993us-gaap:TreasuryStockMember2018-12-310001102993us-gaap:AdditionalPaidInCapitalMember2018-12-310001102993us-gaap:RetainedEarningsMember2018-12-310001102993us-gaap:AccumulatedOtherComprehensiveIncomeMember2018-12-3100011029932018-12-310001102993us-gaap:CommonStockMember2019-01-012019-12-310001102993us-gaap:AdditionalPaidInCapitalMember2019-01-012019-12-310001102993us-gaap:TreasuryStockMember2019-01-012019-12-310001102993us-gaap:RetainedEarningsMember2019-01-012019-12-310001102993us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-01-012019-12-310001102993us-gaap:CommonStockMember2019-12-310001102993us-gaap:TreasuryStockMember2019-12-310001102993us-gaap:AdditionalPaidInCapitalMember2019-12-310001102993us-gaap:RetainedEarningsMember2019-12-310001102993us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-12-310001102993us-gaap:CommonStockMember2020-01-012020-12-310001102993us-gaap:AdditionalPaidInCapitalMember2020-01-012020-12-310001102993srt:CumulativeEffectPeriodOfAdoptionAdjustmentMemberus-gaap:RetainedEarningsMember2019-12-310001102993srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember2019-12-310001102993us-gaap:RetainedEarningsMember2020-01-012020-12-310001102993us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-01-012020-12-310001102993us-gaap:CommonStockMember2020-12-310001102993us-gaap:TreasuryStockMember2020-12-310001102993us-gaap:AdditionalPaidInCapitalMember2020-12-310001102993us-gaap:RetainedEarningsMember2020-12-310001102993us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-12-310001102993lpsn:ConversableInc1Member2019-01-012019-12-310001102993lpsn:ConversableInc1Member2020-01-012020-12-310001102993lpsn:ConversableInc1Member2018-01-012018-12-310001102993lpsn:BotCentralMember2018-01-012018-12-310001102993lpsn:BotCentralMember2020-01-012020-12-310001102993lpsn:BotCentralMember2019-01-012019-12-310001102993lpsn:ConversableInc2Member2018-01-012018-12-310001102993lpsn:ConversableInc2Member2020-01-012020-12-310001102993lpsn:ConversableInc2Member2019-01-012019-12-310001102993lpsn:AdvantageTecIncMember2018-01-012018-12-310001102993lpsn:AdvantageTecIncMember2020-01-012020-12-310001102993lpsn:AdvantageTecIncMember2019-01-012019-12-310001102993lpsn:ConversableIncMember2020-01-012020-12-310001102993lpsn:ConversableIncMember2019-01-012019-12-310001102993lpsn:ConversableIncMember2018-01-012018-12-310001102993srt:MinimumMemberlpsn:ComputerEquipmentAndSoftwareMember2020-01-012020-12-310001102993srt:MaximumMemberlpsn:ComputerEquipmentAndSoftwareMember2020-01-012020-12-310001102993us-gaap:SoftwareAndSoftwareDevelopmentCostsMember2020-01-012020-12-3100011029932020-09-012020-09-300001102993srt:MinimumMember2020-12-310001102993srt:MaximumMember2020-12-31xbrli:pure0001102993lpsn:HostedServicesBusinessMember2020-12-310001102993lpsn:HostedServicesBusinessMember2019-12-310001102993lpsn:HostedServicesConsumerMember2020-12-310001102993lpsn:HostedServicesConsumerMember2019-12-310001102993lpsn:ProfessionalServicesMember2020-12-310001102993lpsn:ProfessionalServicesMember2019-12-310001102993lpsn:HostedServicesBusinessMember2020-01-012020-12-310001102993lpsn:HostedServicesBusinessMember2019-01-012019-12-310001102993lpsn:HostedServicesBusinessMember2018-01-012018-12-310001102993lpsn:HostedServicesConsumerMember2020-01-012020-12-310001102993lpsn:HostedServicesConsumerMember2019-01-012019-12-310001102993lpsn:HostedServicesConsumerMember2018-01-012018-12-310001102993lpsn:ProfessionalServicesMember2020-01-012020-12-310001102993lpsn:ProfessionalServicesMember2019-01-012019-12-310001102993lpsn:ProfessionalServicesMember2018-01-012018-12-310001102993country:US2020-01-012020-12-310001102993country:US2019-01-012019-12-310001102993country:US2018-01-012018-12-310001102993lpsn:OtherAmericasMember2020-01-012020-12-310001102993lpsn:OtherAmericasMember2019-01-012019-12-310001102993lpsn:OtherAmericasMember2018-01-012018-12-310001102993srt:AmericasMember2020-01-012020-12-310001102993srt:AmericasMember2019-01-012019-12-310001102993srt:AmericasMember2018-01-012018-12-310001102993us-gaap:EMEAMember2020-01-012020-12-310001102993us-gaap:EMEAMember2019-01-012019-12-310001102993us-gaap:EMEAMember2018-01-012018-12-310001102993exch:XPST2020-01-012020-12-310001102993exch:XPST2019-01-012019-12-310001102993exch:XPST2018-01-012018-12-310001102993country:GB2020-01-012020-12-310001102993country:GB2019-01-012019-12-310001102993country:GB2018-01-012018-12-310001102993country:NL2020-01-012020-12-310001102993country:NL2019-01-012019-12-310001102993country:NL2018-01-012018-12-310001102993us-gaap:BilledRevenuesMember2019-12-310001102993us-gaap:UnbilledRevenuesMember2019-12-310001102993us-gaap:BilledRevenuesMember2020-01-012020-12-310001102993us-gaap:UnbilledRevenuesMember2020-01-012020-12-310001102993us-gaap:BilledRevenuesMember2020-12-310001102993us-gaap:UnbilledRevenuesMember2020-12-310001102993us-gaap:AccountingStandardsUpdate201613Membersrt:CumulativeEffectPeriodOfAdoptionAdjustmentMember2020-01-010001102993srt:MinimumMemberus-gaap:EmployeeStockOptionMember2020-01-012020-12-310001102993srt:MaximumMemberus-gaap:EmployeeStockOptionMember2020-01-012020-12-31lpsn:segment0001102993us-gaap:OperatingSegmentsMemberlpsn:HostedServicesBusinessMemberlpsn:ConsumerBusinessMember2020-01-012020-12-310001102993lpsn:HostedServicesConsumerMemberus-gaap:OperatingSegmentsMemberlpsn:ConsumerMember2020-01-012020-12-310001102993us-gaap:OperatingSegmentsMemberlpsn:ConsumerBusinessMemberlpsn:ProfessionalServicesMember2020-01-012020-12-310001102993us-gaap:OperatingSegmentsMemberlpsn:ConsumerBusinessMember2020-01-012020-12-310001102993us-gaap:OperatingSegmentsMemberlpsn:ConsumerMember2020-01-012020-12-310001102993us-gaap:CorporateNonSegmentMember2020-01-012020-12-310001102993us-gaap:OperatingSegmentsMemberlpsn:HostedServicesBusinessMemberlpsn:ConsumerBusinessMember2019-01-012019-12-310001102993lpsn:HostedServicesConsumerMemberus-gaap:OperatingSegmentsMemberlpsn:ConsumerMember2019-01-012019-12-310001102993us-gaap:OperatingSegmentsMemberlpsn:ConsumerBusinessMemberlpsn:ProfessionalServicesMember2019-01-012019-12-310001102993us-gaap:OperatingSegmentsMemberlpsn:ConsumerBusinessMember2019-01-012019-12-310001102993us-gaap:OperatingSegmentsMemberlpsn:ConsumerMember2019-01-012019-12-310001102993us-gaap:CorporateNonSegmentMember2019-01-012019-12-310001102993us-gaap:OperatingSegmentsMemberlpsn:HostedServicesBusinessMemberlpsn:ConsumerBusinessMember2018-01-012018-12-310001102993lpsn:HostedServicesConsumerMemberus-gaap:OperatingSegmentsMemberlpsn:ConsumerMember2018-01-012018-12-310001102993us-gaap:OperatingSegmentsMemberlpsn:ConsumerBusinessMemberlpsn:ProfessionalServicesMember2018-01-012018-12-310001102993us-gaap:OperatingSegmentsMemberlpsn:ConsumerBusinessMember2018-01-012018-12-310001102993us-gaap:OperatingSegmentsMemberlpsn:ConsumerMember2018-01-012018-12-310001102993us-gaap:CorporateNonSegmentMember2018-01-012018-12-310001102993country:US2020-12-310001102993country:US2019-12-310001102993country:IL2020-12-310001102993country:IL2019-12-310001102993country:AU2020-12-310001102993country:AU2019-12-310001102993country:NL2020-12-310001102993country:NL2019-12-310001102993lpsn:UnitedKingdomGermanyJapanFranceItalySpainCanadaSingaporeMember2020-12-310001102993lpsn:UnitedKingdomGermanyJapanFranceItalySpainCanadaSingaporeMember2019-12-310001102993lpsn:ComputerEquipmentAndSoftwareMember2020-12-310001102993lpsn:ComputerEquipmentAndSoftwareMember2019-12-310001102993lpsn:FurnitureEquipmentAndBuildingImprovementsMember2020-12-310001102993lpsn:FurnitureEquipmentAndBuildingImprovementsMember2019-12-310001102993us-gaap:SoftwareDevelopmentMember2020-12-310001102993us-gaap:SoftwareDevelopmentMember2019-12-310001102993lpsn:BusinessMember2019-12-310001102993lpsn:ConsumerMember2019-12-310001102993lpsn:BusinessMember2020-01-012020-12-310001102993lpsn:ConsumerMember2020-01-012020-12-310001102993lpsn:BusinessMember2020-12-310001102993lpsn:ConsumerMember2020-12-310001102993lpsn:BusinessMember2018-12-310001102993lpsn:ConsumerMember2018-12-310001102993lpsn:BusinessMember2019-01-012019-12-310001102993lpsn:ConsumerMember2019-01-012019-12-310001102993lpsn:TechnologyMember2020-12-310001102993lpsn:TechnologyMember2020-01-012020-12-310001102993us-gaap:CustomerContractsMember2020-12-310001102993us-gaap:CustomerContractsMember2020-01-012020-12-310001102993us-gaap:PatentsMember2020-12-310001102993us-gaap:PatentsMember2020-01-012020-12-310001102993us-gaap:OtherIntangibleAssetsMember2020-12-310001102993us-gaap:OtherIntangibleAssetsMember2020-01-012020-12-310001102993lpsn:TechnologyMember2019-12-310001102993lpsn:TechnologyMember2019-01-012019-12-310001102993us-gaap:CustomerContractsMember2019-12-310001102993us-gaap:CustomerContractsMember2019-01-012019-12-310001102993us-gaap:PatentsMember2019-12-310001102993us-gaap:PatentsMember2019-01-012019-12-310001102993us-gaap:OtherIntangibleAssetsMember2019-12-310001102993us-gaap:OtherIntangibleAssetsMember2019-01-012019-12-310001102993us-gaap:ConvertibleDebtMemberlpsn:ConvertibleSeniorNotesDue2024Member2019-03-310001102993us-gaap:ConvertibleDebtMemberlpsn:ConvertibleSeniorNotesDue2024Member2019-03-012019-03-31lpsn:equity_instrument00011029932019-03-31lpsn:day0001102993lpsn:ConvertibleSeniorNotesDue2024Member2019-03-310001102993lpsn:ConvertibleSeniorNotesDue2024Member2019-03-012019-03-310001102993lpsn:CappedCallsMember2019-03-3100011029932019-03-012019-03-310001102993us-gaap:ConvertibleDebtMemberlpsn:ConvertibleSeniorNotesDue2024Member2020-01-012020-12-310001102993lpsn:ConvertibleSeniorNotesDue2026Memberus-gaap:ConvertibleDebtMember2020-12-310001102993lpsn:ConvertibleSeniorNotesDue2026Memberus-gaap:ConvertibleDebtMember2020-12-012020-12-310001102993lpsn:ConvertibleSeniorNotesDue2026Member2020-12-310001102993lpsn:ConvertibleSeniorNotesDue2026Member2020-12-012020-12-310001102993lpsn:CappedCallsMember2020-12-3100011029932020-12-012020-12-310001102993lpsn:ConvertibleSeniorNotesDue2026Memberus-gaap:ConvertibleDebtMember2020-01-012020-12-310001102993us-gaap:ConvertibleDebtMemberlpsn:ConvertibleSeniorNotesMember2020-12-310001102993us-gaap:ConvertibleDebtMemberlpsn:ConvertibleSeniorNotesMember2019-12-310001102993us-gaap:ConvertibleDebtMemberlpsn:ConvertibleSeniorNotesMember2020-01-012020-12-310001102993us-gaap:ConvertibleDebtMemberlpsn:ConvertibleSeniorNotesMember2019-01-012019-12-310001102993us-gaap:OtherExpenseMember2020-01-012020-12-310001102993lpsn:AdvantageTecIncMember2018-10-012018-10-310001102993lpsn:AdvantageTecIncMember2019-01-012019-12-310001102993lpsn:AdvantageTecIncMember2020-01-012020-12-310001102993lpsn:ConversableIncMember2018-09-012018-09-300001102993lpsn:ConversableIncMember2019-01-012019-12-310001102993lpsn:ConversableIncMember2018-09-300001102993lpsn:BotCentralMember2018-01-012018-01-310001102993lpsn:BotCentralMember2018-01-310001102993lpsn:BotCentralMember2018-01-012018-12-310001102993us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:MoneyMarketFundsMember2020-12-310001102993us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:MoneyMarketFundsMember2020-12-310001102993us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:MoneyMarketFundsMember2020-12-310001102993us-gaap:FairValueMeasurementsRecurringMemberus-gaap:MoneyMarketFundsMember2020-12-310001102993us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:MoneyMarketFundsMember2019-12-310001102993us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:MoneyMarketFundsMember2019-12-310001102993us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:MoneyMarketFundsMember2019-12-310001102993us-gaap:FairValueMeasurementsRecurringMemberus-gaap:MoneyMarketFundsMember2019-12-310001102993us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2020-12-310001102993us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2020-12-310001102993us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2020-12-310001102993us-gaap:FairValueMeasurementsRecurringMember2020-12-310001102993us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2019-12-310001102993us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2019-12-310001102993us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2019-12-310001102993us-gaap:FairValueMeasurementsRecurringMember2019-12-310001102993us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMemberlpsn:ContingentEarnOutMember2020-12-310001102993us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMemberlpsn:ContingentEarnOutMember2020-12-310001102993us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberlpsn:ContingentEarnOutMember2020-12-310001102993us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberlpsn:ContingentEarnOutMember2019-12-310001102993us-gaap:FairValueMeasurementsRecurringMemberlpsn:ContingentEarnOutMember2020-12-310001102993us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMemberlpsn:ContingentEarnOutMember2019-12-310001102993us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMemberlpsn:ContingentEarnOutMember2019-12-310001102993us-gaap:FairValueMeasurementsRecurringMemberlpsn:ContingentEarnOutMember2019-12-310001102993us-gaap:FairValueInputsLevel2Memberus-gaap:SeniorDebtObligationsMemberus-gaap:FairValueMeasurementsRecurringMember2020-12-310001102993lpsn:ConversableIncAndAdvntageTecIncMember2018-12-310001102993lpsn:ContingentEarnOutMember2020-01-012020-12-310001102993lpsn:ContingentEarnOutMemberlpsn:AdvantageTecIncMember2020-01-012020-12-310001102993lpsn:ContingentEarnOutMember2019-12-310001102993lpsn:ContingentEarnOutMember2018-12-310001102993lpsn:ContingentEarnOutMemberlpsn:ConversableIncMember2020-01-012020-12-310001102993lpsn:ContingentEarnOutMemberlpsn:ConversableIncMember2019-01-012019-12-310001102993lpsn:ContingentEarnOutMemberlpsn:AdvantageTecIncMember2019-01-012019-12-310001102993lpsn:ContingentEarnOutMember2019-01-012019-12-310001102993lpsn:ContingentEarnOutMember2020-12-31lpsn:lease0001102993lpsn:TransitionToEmployeeCentricModelMember2020-01-012020-12-310001102993lpsn:MatchingTrancheOneMember2020-01-012020-12-310001102993lpsn:MatchingTrancheTwoMember2020-01-012020-12-310001102993us-gaap:LetterOfCreditMemberlpsn:LetterOfCreditForOfficeSpaceMember2020-12-310001102993lpsn:LetterOfCreditForSecurityDepositMemberus-gaap:LetterOfCreditMember2020-12-31lpsn:draw0001102993us-gaap:LetterOfCreditMember2020-01-012020-12-3100011029932020-03-3100011029932019-11-012019-11-300001102993lpsn:NineteenNinetyEightPlanMemberus-gaap:EmployeeStockOptionMember1998-12-310001102993us-gaap:EmployeeStockOptionMemberlpsn:TwoThousandPlanMember2000-01-012000-12-310001102993us-gaap:EmployeeStockOptionMemberlpsn:TwoThousandPlanMember2000-12-310001102993us-gaap:EmployeeStockOptionMemberlpsn:TwoThousandNinePlanMember2009-01-012009-12-310001102993lpsn:TwoThousandNinePlanAmendedMemberus-gaap:EmployeeStockOptionMember2012-06-072012-06-070001102993lpsn:TwoThousandNinePlanAmendedMemberus-gaap:EmployeeStockOptionMember2017-04-302017-04-300001102993lpsn:TwoThousandNinePlanAmendedMemberus-gaap:EmployeeStockOptionMember2019-04-112019-04-110001102993lpsn:TwoThousandNinePlanAmendedMemberus-gaap:EmployeeStockOptionMember2020-06-112020-06-110001102993lpsn:TwoThousandNinePlanAmendedMemberus-gaap:EmployeeStockOptionMember2019-04-110001102993lpsn:TwoThousandNinePlanAmendedMemberus-gaap:EmployeeStockOptionMember2020-01-012020-12-310001102993lpsn:TwoThousandNinePlanAmendedMemberus-gaap:EmployeeStockOptionMember2020-12-310001102993lpsn:EmployeeStockPurchasePlanTwentyTenMember2010-06-300001102993lpsn:EmployeeStockPurchasePlanTwentyTenMember2017-04-302017-04-300001102993lpsn:EmployeeStockPurchasePlanTwentyTenMember2017-04-300001102993lpsn:TwoThousandNineteenEmployeeStockPurchasePlanMember2020-01-012020-12-310001102993lpsn:EmployeeStockPurchasePlanTwentyTenMember2020-12-310001102993lpsn:A2018PlanMember2018-01-310001102993lpsn:A2018PlanMember2018-04-252018-04-250001102993lpsn:A2018PlanMember2018-07-312018-07-310001102993lpsn:A2018PlanMember2018-10-292018-10-290001102993lpsn:A2018PlanMember2019-02-132019-02-130001102993lpsn:A2018PlanMember2019-12-310001102993lpsn:A2018PlanMemberus-gaap:EmployeeStockOptionMember2020-12-310001102993us-gaap:EmployeeStockOptionMember2020-12-310001102993us-gaap:EmployeeStockOptionMember2020-01-012020-12-310001102993us-gaap:RestrictedStockUnitsRSUMember2017-12-310001102993us-gaap:RestrictedStockUnitsRSUMember2018-01-012018-12-310001102993us-gaap:RestrictedStockUnitsRSUMember2018-12-310001102993us-gaap:RestrictedStockUnitsRSUMember2019-01-012019-12-310001102993us-gaap:RestrictedStockUnitsRSUMember2019-12-310001102993us-gaap:RestrictedStockUnitsRSUMember2020-01-012020-12-310001102993us-gaap:RestrictedStockUnitsRSUMember2020-12-310001102993srt:MinimumMemberus-gaap:RestrictedStockUnitsRSUMember2020-01-012020-12-310001102993srt:MaximumMemberus-gaap:RestrictedStockUnitsRSUMember2020-01-012020-12-310001102993us-gaap:ForeignCountryMember2020-01-012020-12-310001102993us-gaap:DomesticCountryMember2020-12-310001102993lpsn:ProficientMemberus-gaap:DomesticCountryMember2020-12-310001102993country:IL2020-01-012020-12-310001102993country:IL2019-01-012019-12-310001102993country:IL2018-01-012018-12-310001102993country:AU2020-01-012020-12-310001102993country:AU2019-01-012019-12-310001102993country:AU2018-01-012018-12-310001102993country:DE2020-01-012020-12-310001102993country:DE2019-01-012019-12-310001102993country:DE2018-01-012018-12-310001102993lpsn:JapanAndFranceMember2020-01-012020-12-310001102993lpsn:JapanAndFranceMember2019-01-012019-12-310001102993lpsn:JapanAndFranceMember2018-01-012018-12-310001102993us-gaap:AustralianTaxationOfficeMemberus-gaap:ForeignCountryMember2020-12-310001102993lpsn:NOLExpirationPeriodTrancheOneMemberus-gaap:DomesticCountryMember2020-12-310001102993lpsn:NOLExpirationPeriodTrancheTwoMemberus-gaap:DomesticCountryMember2020-12-310001102993us-gaap:StateAndLocalJurisdictionMember2020-12-310001102993us-gaap:StateAndLocalJurisdictionMemberlpsn:NOLExpirationPeriodTrancheThreeMember2020-12-310001102993lpsn:OtherRestructuringRightOfUseAssetWriteDownMember2020-01-012020-12-310001102993lpsn:OtherRestructuringRightOfUseAssetWriteDownMember2019-01-012019-12-310001102993lpsn:OtherRestructuringRightOfUseAssetWriteDownMember2018-01-012018-12-310001102993lpsn:OtherRestructuringPropertyAndEquipmentAbandonmentMember2020-01-012020-12-310001102993lpsn:OtherRestructuringPropertyAndEquipmentAbandonmentMember2019-01-012019-12-310001102993lpsn:OtherRestructuringPropertyAndEquipmentAbandonmentMember2018-01-012018-12-310001102993lpsn:OtherRestructuring.OtherLeaseRestructuringMember2020-01-012020-12-310001102993lpsn:OtherRestructuring.OtherLeaseRestructuringMember2019-01-012019-12-310001102993lpsn:OtherRestructuring.OtherLeaseRestructuringMember2018-01-012018-12-310001102993us-gaap:OtherRestructuringMember2020-01-012020-12-310001102993us-gaap:OtherRestructuringMember2019-01-012019-12-310001102993us-gaap:OtherRestructuringMember2018-01-012018-12-310001102993us-gaap:EmployeeSeveranceMember2020-01-012020-12-310001102993us-gaap:EmployeeSeveranceMember2019-01-012019-12-310001102993us-gaap:EmployeeSeveranceMember2018-01-012018-12-31


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2020
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from _____ to _____
Commission File Number 000-30141
LIVEPERSON, INC.
(Exact name of registrant as specified in its charter)
Delaware13-3861628
(State or other jurisdiction of incorporation)(IRS Employer Identification No.)
475 Tenth Avenue, 5th Floor
New York, New York
10018
(Address of Principal Executive Offices)(Zip Code)
(212) 609-4200
(Registrant’s telephone Number, including area Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.001 per shareLPSNThe Nasdaq Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated FilerAccelerated Filer
Non-accelerated FilerSmaller Reporting Company
Emerging Growth Company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No




The aggregate market value of the voting common stock held by non-affiliates of the registrant as of June 30, 2020 (the last business day of the registrant’s most recently completed second fiscal quarter) was approximately $2,500,040,734 (computed by reference to the last reported sale price on The Nasdaq Global Select Market on that date). The registrant does not have any non-voting common stock outstanding.
On February 26, 2021, 67,784,058 shares of the registrant’s common stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive proxy statement for the 2021 Annual Meeting of Stockholders, which we plan to file subsequent to the date hereof, are incorporated by reference into Items 10, 11, 12, 13 and 14 of Part III of this Form 10-K.




LIVEPERSON, INC.
2020 ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS
Page
PART I
Item 1. Business
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Mine Safety Disclosures
PART II
 
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Item 6. Selected Consolidated Financial Data
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 8. Consolidated Financial Statements and Supplementary Data
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
Item 9A. Controls and Procedures
Item 9B. Other Information
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13. Certain Relationships and Related Transactions, and Director Independence
Item 14. Principal Accountant Fees and Services
PART IV
Item 15. Exhibits and Financial Statement Schedules
Item 16. Form 10-K Summary

i



CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

    STATEMENTS IN THIS REPORT ABOUT LIVEPERSON, INC. THAT ARE NOT HISTORICAL FACTS ARE FORWARD-LOOKING STATEMENTS BASED ON OUR CURRENT EXPECTATIONS, ASSUMPTIONS, ESTIMATES AND PROJECTIONS ABOUT LIVEPERSON AND OUR INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL FUTURE EVENTS OR RESULTS TO DIFFER MATERIALLY FROM SUCH STATEMENTS. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON OUR CURRENT EXPECTATIONS, WHICH MAY NOT PROVE TO BE ACCURATE. MANY OF THESE STATEMENTS ARE FOUND IN THE “BUSINESS” AND “MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS” SECTIONS OF THIS FORM 10-K. WHEN USED IN THIS FORM 10-K, THE WORDS “ESTIMATES,” “EXPECTS,” “ANTICIPATES,” “PROJECTS,” “PLANS,” “INTENDS,” “BELIEVES” AND VARIATIONS OF SUCH WORDS OR SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. ALL FORWARD-LOOKING STATEMENTS, INCLUDING, WITHOUT LIMITATION, OUR EXAMINATION OF HISTORICAL OPERATING TRENDS, ARE BASED UPON OUR CURRENT EXPECTATIONS AND VARIOUS ASSUMPTIONS. OUR EXPECTATIONS, BELIEFS AND PROJECTIONS ARE EXPRESSED IN GOOD FAITH, AND WE BELIEVE THERE IS A REASONABLE BASIS FOR THEM, BUT WE CANNOT ASSURE YOU THAT OUR EXPECTATIONS, BELIEFS AND PROJECTIONS WILL BE REALIZED. ANY SUCH FORWARD-LOOKING STATEMENTS ARE MADE PURSUANT TO THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. IT IS ROUTINE FOR OUR INTERNAL PROJECTIONS AND EXPECTATIONS TO CHANGE AS THE YEAR OR EACH QUARTER IN THE YEAR PROGRESS, AND THEREFORE IT SHOULD BE CLEARLY UNDERSTOOD THAT THE INTERNAL PROJECTIONS AND BELIEFS UPON WHICH WE BASE OUR EXPECTATIONS MAY CHANGE PRIOR TO THE END OF EACH QUARTER OR THE YEAR. ALTHOUGH THESE EXPECTATIONS MAY CHANGE, WE ARE UNDER NO OBLIGATION TO INFORM YOU IF THEY DO. ACTUAL EVENTS OR RESULTS MAY DIFFER MATERIALLY FROM THOSE CONTAINED IN THE PROJECTIONS OR FORWARD-LOOKING STATEMENTS. IMPORTANT FACTORS THAT COULD CAUSE OUR ACTUAL RESULTS TO DIFFER MATERIALLY FROM THE FORWARD-LOOKING STATEMENTS WE MAKE IN THIS FORM 10-K ARE SET FORTH IN THIS FORM 10-K, INCLUDING THE FACTORS DESCRIBED IN THE SECTION ENTITLED “ITEM 1A — RISK FACTORS.” IF ANY OF THESE RISKS OR UNCERTAINTIES MATERIALIZE, OR IF ANY OF OUR UNDERLYING ASSUMPTIONS ARE INCORRECT, OUR ACTUAL RESULTS MAY DIFFER SIGNIFICANTLY FROM THE RESULTS THAT WE EXPRESS IN OR IMPLY BY ANY OF OUR FORWARD-LOOKING STATEMENTS. WE DO NOT UNDERTAKE ANY OBLIGATION TO REVISE THESE FORWARD-LOOKING STATEMENTS TO REFLECT FUTURE EVENTS OR CIRCUMSTANCES.
ii



PART I
Item 1. Business
Overview
LivePerson, Inc. (“LivePerson”, the “Company”, “we” or “our”) makes life easier for people and brands everywhere through trusted Conversational AI. 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. This trend has been significantly accelerated by the COVID-19 pandemic and can now be viewed as a permanent, structural shift in consumer behavior. Our technology enables consumers to connect with businesses through these same preferred conversational interfaces, including Facebook Messenger, SMS, WhatsApp, Apple Business Chat, Google Rich Business Messenger and Alexa. These messaging conversations harness human agents, bots and Artificial Intelligence (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, our 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, short message service (SMS), social media and third-party consumer messaging platforms. Brands can also use the Conversational Cloud to message consumers when they dial a 1-800 number instead of forcing them to navigate interactive voice response systems (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, cobrowsing 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.
For your reference:
Conversational AI: Conversational AI allows humans and machines to interact using natural language, including speech or text.
Conversational Space: In the Conversational Space, consumers message with brands on their own schedule, using natural language, to resolve their intents - all on their preferred messaging service. The core capabilities of the Conversational Space are voice and text-based interfaces, powered by AI and humans working together. Conversational Space is the simplest, most intuitive interface of all.
Conversational Cloud: LivePerson's enterprise-class, AI-powered Conversational Cloud platform empowers consumers to message their favorite brands, just as they do with friends and family.
    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 we call “the tango” of humans, AI and bots, whereby human agents act as bot managers, overseeing AI-powered conversations and seamlessly stepping into the flow when a personal touch is needed. Agents become ultra-efficient, leveraging the AI engine to serve up relevant content, define next-best actions and take over repetitive transactional work, so that the agent can focus on relationship building. By seamlessly integrating messaging with our proprietary Conversational AI, as well as third-party bots, the Conversational Cloud offers brands a comprehensive approach to scaling automations across their millions of customer conversations.
    Complementing our proprietary messaging and Conversational AI offerings are teams of technical, solutions and consulting professionals that have developed deep domain expertise in the implementation and optimization of conversational services across industries and messaging endpoints. We are a leading authority in the Conversational Space. LivePerson’s
1



products, coupled with our domain knowledge, industry expertise and professional services, have been proven to maximize the effectiveness of the Conversational Space and deliver measurable return on investment. Certain of our customers have achieved the following advantages from our offerings:

the ability for each agent to manage as many as 40 messaging conversations at a time, as compared to one at a time for a voice agent and two to four at a time for a good chat agent. Adding AI and bots provides even greater scale to the number of conversations managed;
labor efficiency gains of at least two times that of voice agents, effectively cutting labor costs by at least 50%;
improving the overall customer experience, thereby fueling customer satisfaction increases of up to 20 percentage points, and enhancing retention and loyalty;
more convenient, personalized and content-rich conversations that increase sales conversion by up to 20%, increase average order value and reduce abandonment;
more satisfied contact center agents, thereby reducing agent churn by up to 50%;
maintain a valued connection with consumers via mobile devices, either through native applications, websites, text messages, or third-party messaging platforms;
leverage spending that drives visitor traffic by increasing visitor conversions;
refine and improve performance by understanding which initiatives deliver the highest rate of return; and
increase lead generation by providing a single platform that engages consumers through advertisements and listings on branded and third-party websites.
        
As a “cloud computing” or software-as-a-service (SaaS) provider, LivePerson provides solutions on a hosted basis. This model offers significant benefits over premise-based software, including lower up-front costs, faster implementation, lower total cost of ownership, scalability, cost predictability, and simplified upgrades. Organizations that adopt a fully-hosted, multi-tenant architecture that is maintained by LivePerson eliminate the majority of the time, server infrastructure costs, and IT resources required to implement, maintain, and support traditional on-premise software.
To further enhance our platform, in September 2020 we signed a partnership with Infosys, a leader in next-generation digital services and consulting. We will work with Infosys to transform our technology infrastructure on the public cloud, to build integrated solutions and a global practice around our Conversational Cloud to sell into their channels and global enterprise
customer base, and to redefine how the world’s top brands communicate.

More than 18,000 businesses, including HSBC, Orange, The Home Depot, and GM Financial use our conversational solutions to orchestrate humans and AI, at scale, and create a convenient, deeply personal relationship with their customers.
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. In April 2000, the company completed an initial public offering and is currently traded on the NASDAQ Global Select Market and the Tel Aviv Stock Exchange. LivePerson is headquartered in New York City. In light of the COVID-19 pandemic and the company’s strong performance working remotely, LivePerson has adopted an “employee-centric” workforce model that does not rely on traditional offices.

Market Opportunity
LivePerson's proprietary messaging and Conversational AI enable consumers and businesses to use natural language over conversational interfaces such as SMS, Messenger, Apple Business Chat, Google’s Rich Business Messenger, and in-home personal assistants like Alexa, in order to get answers to questions, make purchases and resolve customer care inquiries. These conversational messaging capabilities target lower costs and increased customer satisfaction, retention and revenue by utilizing human agents, AI and bots to provide convenient, personalized and content-rich communication as alternatives to calling a 1-800 number, navigating a website or downloading an app.
Our view is that once a consumer has established their favorite brands as contacts in their preferred messaging app, they will no longer see a need to call that brand’s 1-800 number, visit their website or download their app. Instead, they will simply select the contact, open up the thread with their entire history with the brand, and then renew the conversation. As a result, the billions of dollars previously invested by brands across these legacy channels will be increasingly allocated to experiences powered by our platform.
2



Historically, brands have predominantly promoted calling the 1-800 number or using email as the primary means of contact with consumers. According to a 2018 IBM report, approximately 270 billion customer service calls are made to contact centers each year. With a median cost per call of approximately $5.60, according to US Contact Center Decision-Makers' Guide, we estimate that businesses spend approximately $1.5 trillion annually to support their 1-800 number call centers. We believe that moving these calls to messaging represents the largest portion of what we estimate is a $60 billion go-to-market opportunity. We estimate that nearly half of this market opportunity is tied to service, and the other half tied to sales, marketing, social and brick and mortar use cases.
LivePerson is already capitalizing on this Conversational Space transformation. We cite the following considerations:
Consumer preference has already shifted away from calling to messaging in our personal lives. Gartner, a technology research firm, estimates that the proportion of voice-based communication will drop from 41% in 2017 to 12% in 2022. In contrast, WhatsApp and Facebook users combined send more than 65 billion messages a day, and, according to Portio Research, people worldwide were estimated to send an estimated 23 billion text messages a day in 2015. According to Gartner, by the end of 2020, more than 500 million consumers have used voice-enabled conversational AI to purchase on digital commerce platforms, growing from 160 million in 2017. The International Smartphone Mobility Report by mobile data tracking firm Infomate found that Americans spend about 26 minutes a day texting, as compared to six minutes a day on voice calls. A survey by transportation booking app, Hailo, found that making phone calls has dropped to the sixth most popular use of a mobile device, behind sending messages, receiving messages, checking email, surfing the Web, and using the alarm clock. The adoption of messaging has not been constrained to younger generations. According to Experian Marketing Services, adults 55 and older send and receive an average of nearly 500 text messages a month.
Calling a 1-800 number typically leads to a poor customer experience. Roughly 50% of calls to 1-800 numbers go unresolved, according to IBM, and a 2014 Harris Interactive survey found that “81% of all consumers agree that it is frustrating to be tied to a phone or computer to wait for customer service help.” Research by enterprise analytics firm Mattersight, reinforces this view, with 74% of consumers feeling that call centers are getting worse or at best staying the same. The risk of poor customer service is material, according to Harris Interactive, which found that 89% of consumers will leave and go to a competitor due to bad customer experiences.
Conversational experiences, which harness the power of human agents, bots and AI over messaging have been demonstrated to provide a superior alternative to voice calls. LivePerson customers typically see contact center agent efficiency increase by at least two times for messaging on our platform versus voice, while fueling higher customer satisfaction and increased sales conversions. According to a RingCentral survey, “at least 78% of consumers who text wish they could have a text conversation with a business.” An Amdocs global consumer survey had a similar finding, with 76% of consumers stating they would rather use a mobile app than call the contact center. According to Forrester Research's Customer Experience Survey, 73% of US online adults say that valuing their time is the most important thing a company can do to provide them with good service.
We believe the combination of strong alignment to consumer communication preferences, high returns on investment and a growing list of proven referenceable customers have positioned the Conversational Space at an inflection point. Approximately 66% of our enterprise customers have adopted messaging by the end of 2020, up from nearly 55% at the end of 2019 and approximately 40% at the end of 2018. In addition, nearly 70% of messaging conversations had automation attached at the end of 2020, up from nearly 60% at the end of 2019 and up from approximately 25% at the end of 2017. In the first year of its launch, our Conversation Bot Builder was deployed by nearly 300 brands. The Conversational Space is growing very rapidly; according to Gartner, by 2022, 70% of customer interactions will involve emerging technologies such as machine learning applications, chatbots and mobile messaging, up from 15% in 2018.

    In addition to market share opportunities in the legacy 1-800 number call center, we believe that consumer traffic and digital spending will increasingly shift away from websites and mobile apps to conversational engagements. We think that websites and e-commerce have not lived up to the expectations of businesses and that consumers are likewise frustrated with the navigational experience and the challenges of getting questions answered on websites. In fact, after more than 20 years and a global pandemic, e-commerce still only accounts for approximately 18% of total retail sales and, in the United States, Amazon.com accounts for approximately 40% of this share.
The low penetration rates of online and mobile e-commerce reflect disappointing website conversion rates, which average less than 5%. Low conversion rates are likely a factor of the trend for websites to be designed for content, as opposed to commerce, so that they can be indexed to show up in web searches. According to Forrester Research, 53% of customers are likely to abandon their online purchases if they can't find quick answers to their questions. This conflict between content and
3



commerce not only impacts revenue, but also drives higher costs, as we estimate that 60%-80% of all calls to 1-800 numbers originate from consumers first visiting a website and then getting confused or not obtaining the answers they seek.
We believe that LivePerson's proprietary messaging and Conversational AI offerings provide a superior alternative. Certain LivePerson customers have demonstrated increases in website sales of up to 20%, while lowering the cost of engagement relative to voice or email. No longer are consumers navigating through clicks and searches to find answers across multiple static web pages. Instead they use natural language to engage conversationally with a brand. These conversations can be personalized to each brand’s unique identity and to each consumer’s unique history and preferences. The engagements are content rich, featuring images, reviews, ratings, and videos, and they are convenient, letting the consumer drive the conversation when it meets their needs, and offering the ability to integrate to credit cards, pay wallets and calendars.

We also believe that the Conversational Space will steadily eliminate the need for investment in branded apps. We conclude that consumers will increasingly opt to connect with brands through their preferred messaging channels, such as Apple Business Chat, WhatsApp, SMS, Messenger, or Twitter, rather than clutter their mobile devices, waste storage, and potentially impact performance by downloading a multitude of individual apps.

Another emerging market opportunity for LivePerson is the leveraging of brick and mortar operations as an extension of the contact center. Retailers, telecommunications companies, and financial services companies, among others, all operate brick and mortar storefronts, where thousands of employees often sit idle during off peak hours. The Conversational Cloud enables our customers to set up campaigns where these employees can connect through messaging to customers in their community, with check-ins, follow ups, and special offers, reinforcing relationships at the local level. For example, a telecommunications company targeted consumers that were local to its storefronts with a trade-in offer. Additionally, our platform can arm employees in the field with the ability to rapidly obtain answers to questions as they engage with customers in the stores. For example, a consumer may have a specific question about a new appliance in a home improvement store, and the employee can engage through our platform with a specialist bot or human agent to obtain detailed information on that appliance. The COVID-19 pandemic has only accelerated adoption of these experiences. While in-store traffic on Black Friday fell by 52% in 2020 compared with 2019, according to Sensormatic Solutions, peak conversation volume on the Conversational Cloud during the 2020 Black Friday to Cyber Monday period grew 200% year over year.


Strategy
The key elements of LivePerson’s business solutions strategy include:
Build awareness and drive adoption of the Conversational Space. LivePerson brought our first customer live on messaging in June 2016. Since that time, we have been focused on building awareness for conversational experiences and driving adoption. We have educated businesses on the financial and operational transformation that occurs when a contact center shifts to an asynchronous messaging environment, where the consumer controls the pace of the conversation, which can last minutes, hours or days, from a synchronous call or chat center, where conversations occur in real-time and have a distinct start and end.
A key component of our industry awareness marketing strategy has been to hold multiple global customer summits each year (events in 2020 were held virtually in light of the COVID-19 pandemic) that target executives from enterprise customers and prospects, and feature a key theme within the Conversational Space, such as Apple Business Chat, Google Rich Business Messenger, IVR deflection or AI. LivePerson customers are the center point of these summits, presenting why they chose LivePerson for conversational experiences, how they achieved success, and what type of ROI they have realized. Each attendee then receives a blueprint for how they can achieve similar outcomes. We have found this strategy to drive strong results for LivePerson, as we have seen a greater than 40% conversion rate on opportunities that were created or advanced as part of the customer summits. By year-end 2020, we had brought approximately 400 customers live on messaging and increased adoption within our enterprise customers to 66%. In addition, nearly 70% of messaging conversations had automation attached. We will continue to focus on building awareness for the Conversational Space and driving adoption of messaging and AI across
our customer base.

Increase messaging volumes by developing a broad ecosystem, expanding customer use cases, and focusing on AI and automation. Our strategy is to drive higher messaging volumes by going both wide across messaging endpoints, deep across consumer use cases, and focusing on AI and automation as the means to deliver powerful scale. LivePerson offers a platform usage pricing model, where customers are offered access to our entire suite of messaging technologies across their entire agent pool for a pre-negotiated cost per interaction. We believe that over time this model will drive higher revenue for LivePerson by reducing barriers to adoption of new messaging endpoints and use cases.
4



In order to drive broad messaging adoption, it is imperative that the Conversational Cloud integrates to all of the messaging apps that consumers prefer to use for communication and addresses all key use cases. For example, if a consumer is an avid WhatsApp user, and a brand only offers SMS as a messaging option, that consumer may be reluctant to try messaging the brand. Therefore, a key strategy of ours has been to build one of the industry’s broadest ecosystems of messaging endpoints and use cases. In June 2016, we launched with In-App messaging. In 2017, we introduced Facebook Messenger, SMS, Web messaging and IVR deflection integrations. In 2018, we added Apple Business Chat, Google Rich Business Messenger, Line, WhatsApp, Alexa, Google Home, Google Ad Lingo and Twitter. In 2019, we added email, allowing brands to manage emails through the same console they use for messaging, and to convert legacy emails into messaging conversations. We also added social monitoring and conversational tools for Twitter and Facebook, and introduced proactive messaging, allowing brands to transform traditional one-way notifications such as flight cancellations or phone plan overage alerts into two-way conversations. Finally, we connected to Facebook and WhatsApp digital advertisements, enabling consumers to initiate messaging conversations for marketing and customer care directly within the advertisement. In 2020, we added Instagram and Google’s Business Messages, allowing brands to bring customer-initiated conversations into the Conversational Cloud directly from Instagram, Google Search, and Google Maps.
Each channel and use case added opens the door to hundreds of millions of new consumers, providing brands a greater opportunity to shift share away from their legacy contact center channels into messaging. For example, in 2019, leading airlines launched on WhatsApp and Apple Business Chat with the ability to make secure payments; a baseball stadium launched an automated conversational concierge providing answers to a wide range of questions from restroom locations to player stats; and a multinational telecommunications company used proactive two-way messaging for outbound campaigns. In 2020, one of the largest telcos in Australia fully virtualized their contact centers, a leading U.S. quick-serve restaurant launched on Facebook Messenger to help customers order meals, one of the biggest banks in the world launched an Apple Business Chat channel to provide a secure way to perform day-to-day banking, and one of the world’s largest jewelry retailers used the Conversational Cloud and QR codes to sell millions of dollars of product.
LivePerson makes the management of all these disparate channels seamless to the brand. AI-based intelligent routing, queuing and prioritization software orchestrates these conversations at scale, regardless of which messaging endpoint they originated from, so that human and bot agents can engage with all customers through just one console.
We believe LivePerson is leading the structural shift to Conversational AI. In the wake of the COVID-19 pandemic, leading brands are turning to LivePerson's AI-powered messaging to overcome a capacity gap created by voice call agent work-from-home measures and increased demand for digital engagement as consumers practice social distancing. LivePerson is powering Conversational AI, automation and messaging strategies across a growing number of use cases from care and sales, to marketing, social, conversational advertising and brick and mortar. Our Conversational AI leadership and the increase in adoption have influenced LivePerson’s enterprise and mid-market revenue retention rate, (the trailing-twelve-month change in total revenue from existing customers after upsells, downsells and attrition) which exceeded the high end of our target range of 105% to 115% for 2020. The benefit can also be seen in LivePerson’s average revenue per user (ARPU) for our enterprise and mid-market customers, which increased approximately 35% in 2020 to $465,000 from approximately $345,000 in 2019.
Attract the industry’s best AI, machine learning and conversational talent. We believe that AI and machine learning are critical to successfully scaling in the Conversational Space, and that in order to develop the industry’s leading technology, we need to attract the industry's best talent. In 2018, LivePerson recruited Alex Spinelli, key architect of the Alexa Operating System at Amazon.com, as our Global CTO. Under Mr. Spinelli’s leadership, LivePerson hired more than 280 of the industry’s brightest data scientists, machine learning engineers and automation engineers, many from firms such as Nike, Amazon.com, Microsoft and Target, who are working exclusively on applying AI to the Conversational Space. LivePerson also expanded its development talent base in Germany, and added key development talent through the acquisitions of BotCentral in Mountain View, California and Conversable in Austin, Texas.
Bring to market best-in-class AI and machine learning technologies designed for the Conversational Space. We believe that in the last decade many vendors introduced AI and bot offerings that created frustrating experiences for consumers and businesses alike, which in turn has eroded trust in automation. Many of these solutions have proven difficult to build and scale, and have been limited by stand-alone implementations that lacked the measurement, reporting and human oversight of conversational platforms such as the Conversational Cloud. In December 2018, LivePerson announced its patent pending AI engine that is designed to overcome these shortcomings and help brands rapidly bring to market conversational AI that can scale to millions of interactions, while increasing customer satisfaction and conversion rates.
Unlike alternative solutions designed solely for IT departments, LivePerson’s Conversational AI was built to be used by developers and contact center agents. By putting the power of conversational design and bot management in the hands of contact center agents, LivePerson’s Conversational AI gives brands the ability to leverage the employees closest to the customer, those who are most versed in the voice of the brand, and with the most expertise in how to craft successful outcomes for customer service and sales journeys.
5



Some of the key innovations behind LivePerson’s Conversational AI include:
a holistic approach to scaling AI by combining consumer facing bots, agent facing bots, intelligent routing and real-time intent understanding, with an analytics dashboard that helps users focus on the intents that are impacting their business and prioritize which intents to automate next;
bot building software that is based on dialogue instead of workflow or code, so non-technical employees like contact center agents can design automations;
leveraging data moat from hundreds of millions of conversations to feed the machine learning that rapidly and accurately detects consumer sentiment and intents in real-time. Customers of LivePerson can use intent understanding for advanced routing, next-best actions, and to fully contain conversations with automation;
the establishing of contact center agents as bot managers, ensuring that every conversation is safeguarded by a human and that agents are continuously training the AI to be smarter and drive more successful outcomes;
powerful Assist technology that multiplies the efficiency of agents by analyzing intents in real time and then suggesting next best actions, predefined content, and bots that can take over transactional work;
pre-built templates for target verticals that provide out of the box support for the top intents and back-end integrations;
the ability to bootstrap conversations with existing transcripts, reducing design effort and speeding time to market;
third-party AI natural language understanding (NLU) integration, so customers aren't boxed into one vendor; and
AI analytics and reporting tailored to the Conversational Space, providing brands with immediate, actionable insights about their businesses and contact center operations.

Our strategy is to continue to enhance the Conversational AI engine and related products, by leveraging our global R&D footprint and substantial library of mobile and online conversational data, with the aim of increasing agent efficiency, decreasing customer care costs, improving the customer experience and increasing customer lifetime value.
Sustain our leadership position by aligning brands to a vision that transforms how they communicate with consumers and delivers a superior return on investment. We believe that most contact center technology vendors incorrectly view messaging as a feature. They are content with building integrations to a messaging endpoint and offering messaging as just another product in their suite. LivePerson holds the perspective that messaging and AI are the foundation for transforming conversational experiences, disrupting how agents operate and how brands engage with consumers. Brands must adapt their contact centers to an asynchronous messaging environment and leverage a combination of human agents, bots and AI to achieve scale and efficiencies. When done correctly, the entire consumer lifecycle with a brand will be maintained within the Conversational Space, and traffic will steadily shift away from lower returning voice calls, websites, emails and apps to higher returning messaging endpoints.
We believe that LivePerson is uniquely positioned to deliver this transformation due to our technology and expertise:
The Conversational Cloud, LivePerson's enterprise-class, automation-first, cloud-based platform, was designed for AI-assisted and human-powered messaging in mobile and online channels. The platform offers best-in-class security and scalability, offers the broadest ecosystem of messaging endpoints, is designed for ease of use, and features an AI engine custom built for the Conversational Space, intent recognition, robust real-time reporting, role-based real-time analytics, predictive intelligence, and innovations in customer satisfaction and connection measurement. Additionally, the Conversational Cloud is an open platform with pre-built, enterprise-grade integrations into back-end systems as well as the ability to work across NLU providers.
The Company has a data moat built on hundreds of millions of conversations across industries, geographies and use cases that is feeding the machine learning engines that power intent understanding.
The platform has expanded to power conversations across a broad spectrum of channels and use cases, from traditional sales and customer service, to marketing, social, email, advertising, and brick and mortar.
LivePerson has deep domain expertise across verticals and messaging endpoints, a global footprint, referenceable enterprise brands and a team of technical, solutions and consulting professionals to assist customers along their transformational journeys. We are positioned as an authority in the Conversational Space. We have developed a Transformation Model that is introduced to existing and prospective customers to help guide them on their journeys from legacy and often times inefficient legacy voice, email and chat solutions to modern conversational ones powered by messaging and AI.

We believe that LivePerson’s differentiated approach to the Conversational Space, combined with our unique technology and expertise has established us as a market leader, with an ability to deliver superior returns on investment. LivePerson customers manage as many as 40 messaging conversations at a time, as compared to one at a time for a voice agent and two to four at a time for a good chat agent. Adding AI and bots provides even greater scale to the number of conversations managed.
6



    Strengthen our position in both existing and new industries. We plan to continue to develop our market position by increasing our customer base, and expanding within our installed base. We will continue to focus primarily on key target markets: consumer/retail, telecommunications, financial services, travel/hospitality, technology and automotive within both our enterprise and mid-market sectors, as well as the small business (SMB) sector. In 2019, we made strong inroads into new verticals with key wins in the airline, food service and healthcare industries. In 2020, we strengthened our presence in key markets including travel/hospitality and retail, and opened new verticals like healthcare and government. We are experimenting with new conversational businesses, including some that are in regulated industries, like online banking. We are increasingly structuring our field organization to emphasize our domain expertise and strengthen customer relationships across target industries.
Continue to build our international presence. We are focused on building our international presence and expanding our international revenue contribution, which accounted for 38% and 41% of total revenue in 2020 and 2019, respectively. We are generating positive results from our recent investments in the Asia Pacific, Europe and Latin America regions.
     Leverage our open architecture to support partners and developers. In addition to developing our own applications, we continue to cultivate a partner eco-system capable of offering additional applications and services to our customers. We integrate into third-party messaging endpoints including SMS, Facebook Messenger, Apple Business Chat, Google Rich Business Messenger, Line, WhatsApp, Alexa, Google Home, WeChat, Google Ad Lingo, Google Search, Google Maps, Instagram and Twitter, multiple IVR vendors and dozens of branded apps. The Conversational Cloud integrates our proprietary messaging and Conversational AI with third-party bot offerings, empowering our customers to manage a mix of different bots, human agents and technologies from one control panel, thereby optimizing contact center efficiency. LivePerson’s proprietary and third-party AI/bots enable brands to partially or fully automate communications with their customers.
In addition, we have opened up access to our platform and our products with more than 40 APIs and software development kits that allow customers and third parties to develop on top of our platform. Customers and partners can utilize these APIs to build our capabilities into their own applications and to enhance our applications with their services. In 2019, we launched LivePerson Functions, a serverless Function as a Service (FaaS) integration which enables brands to develop custom behaviors within LivePerson's conversational platform to easily and rapidly tailor conversation flows to their specific needs.
Expand sales partnerships to broaden our presence and accelerate sales cycles. We are focused on broadening our market reach and accelerating sales cycles by partnering with systems integrators, technology providers, business process outsourcers, value added resellers and other sales partners. We formalized a relationship with IBM Global Business Services in 2017 and Accenture in 2018. In 2019, we announced strategic partnerships with TTEC, a leading BPO focused on customer experience, and DMI, a digital transformation company, to redefine the customer experience with digital engagement, messaging, and AI-driven automation. In 2020, Infosys joined LivePerson's network with a first-of-its-kind 360 degree partnership focusing not only on capturing the global rising demand for conversational commerce and building a personalized experience for customers, but also driving the transformation for internal corporate messaging and the employee experience through Conversational AI. LivePerson increased the number of partners focused on SMBs to more than 300 at year-end 2020 and 2019, from over 150 at year-end 2018, and approximately 40 at the end of 2017. Approximately one quarter of all opportunities were influenced by partners in 2020 and we are focused on driving that contribution toward 50% longer term.
Maintain market leadership in technology and security expertise. As described above, we are devoting significant resources to creating new products and enabling technologies designed to accelerate innovation. We evaluate emerging technologies and industry standards and continually update our technology in order to retain our leadership position in each market we serve. We monitor legal and technological developments in the area of information security and confidentiality to ensure our policies and procedures meet or exceed the demands of the world’s largest and most demanding corporations. We believe that these efforts will allow us to effectively anticipate changing customer and consumer requirements in our rapidly evolving industry.
Evaluate strategic alliances and acquisitions when appropriate. We have successfully integrated several acquisitions over the past decade. While we have in the past, and may from time to time in the future, engage in discussions regarding acquisitions or strategic transactions or to acquire other companies that can accelerate our growth or broaden our product offerings, we currently have no binding commitments with respect to any future acquisitions or strategic transactions.
7



Products and Services
Business solutions offerings
LivePerson’s hosted platforms harness human, AI and bot-powered messaging on mobile apps, mobile and desktop web browsers, SMS, social media and third-party consumer messaging platforms. Our business-to-business services are all managed from a single user interface. By supplying a complete, unified consumer view, our solutions enable businesses to deliver a relevant, timely, personalized, and seamless consumer experience for heads of digital and customer care, as well as e-commerce, marketing, and contact center executives. In addition to product offerings, LivePerson provides professional services and value-added business consulting to support complete deployment and optimization of our enterprise solutions. Revenue attributable to our monthly hosted Business services accounted for 79% of total revenue for the year ended December 31, 2020, 77% of total revenue for the year ended December 31, 2019 and 79% of total revenue for the year ended December 31, 2018. Our strategy is to increase the percentage of our total revenue attributable to Business services by leveraging the partner network for a portion of professional services work and the adoption of our self-service tools.
The Conversational Cloud. The Conversational Cloud, LivePerson’s enterprise-class, cloud-based platform, enables businesses and consumers to connect through conversational interfaces, such as in-app and mobile messaging, while leveraging bots and AI to increase efficiency. The platform, which is targeted at heads of digital and customer care, as well as e-commerce, marketing, and contact center executives, combines sophisticated mobile and online engagement technology with robust business intelligence and big data to produce compelling, measurable results by intelligently engaging consumers based on a real-time understanding of consumer needs. Rich, contextually aware targeting, actionable insights and personalized experiences, empower businesses to get the most out of their existing online, mobile and social platforms. Potential benefits of the Conversational Cloud include increased agent efficiency, decreased customer care costs, improved customer experiences, higher conversion rates and increased customer lifetime value.
    The Conversational Cloud was designed for conversational experiences, enabling businesses to securely deploy messaging, coupled with bots and AI, at scale for brands with tens of millions of customers and many thousands of customer care agents. The platform 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. The platform seamlessly integrates LivePerson’s Conversational AI engine as well as third-party bots, enabling brands to manage both AI-based agents and human agents from a single console.
Our 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, cobrowsing and a sophisticated proactive targeting engine. With the Conversational Cloud, agents can manage all conversations with consumers through a single console interface, regardless of which disparate messaging endpoints the consumers originate from; i.e., WhatsApp, Line, Apple Business Chat, IVR, social, email, Amazon Alexa, or WeChat. 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.
The Conversational Cloud enables the combination of real time on-site data and off-site behavioral data, with a broad set of historical and operational data. Proprietary analytics utilize this data to target end users with compelling engagement options at any step in the conversion funnel and throughout the customer lifecycle. The platform enables customers to maximize online revenue opportunities, improve conversion rates and reduce shopping cart abandonment by proactively engaging the right visitor, using the right channel, at the right time. Our solution identifies segments of website visitors who demonstrate the highest propensity to convert, and engages them in real-time with relevant content and offers, helping to generate incremental sales. The platform also reduces costs in the contact center relative to voice, by identifying consumers who may be struggling with their self-serve experience, and proactively connecting them to a live consumer care specialist via messaging, who can manage several conversations at once. This comprehensive solution blends a proven value-based methodology with an active rules-based engagement engine and deep domain expertise to increase first contact resolution, improve consumer satisfaction, and reduce attrition rates.
    LivePerson’s Conversational AI. LivePerson’s Conversational AI, announced in December 2018, operates as the brains behind new LivePerson AI-based products, and was developed using our conversational data set of millions of brand-to-consumer interactions. LivePerson’s Conversational AI was custom designed for the Conversational Space, putting the power of bot development, training and management 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 we call “the tango” of
8



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. Through the Conversational Cloud, 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 the Conversational Cloud with our proprietary AI, as well as third-party bots, the platform provides businesses with a comprehensive view of all AI-based and human-based conversations from a single console. Some of the first products developed on LivePerson’s Conversational AI engine include:
Conversation Builder, which non-technical staff such as contact center agents use to design high-quality automated conversations. The conversations are not built from scratch. Conversation Builder creates the initial versions by mining a brand's existing conversation transcripts. Prebuilt industry templates are also available, providing the dialogue and integrations necessary for common use cases such as billing.
Conversation Manager, a console that suggests automated responses and next best actions to contact center agents, who edit and select from them. Edits and selections dynamically improve the responses and next best actions. When the content reaches a brand-set accuracy threshold, it can be offered to consumers without human intervention. Conversation Manager also includes sentiment monitoring to alert contact center agents to conversations that require their attention. Designed for use in large contact centers, Conversation Manager sends these requests to agents who have the capacity and appropriate skills to respond. A major retail brand that adopted this approach in its sales operation increased agent productivity up to 220% within 12 weeks of launch.
Conversation Analytics, dashboards and reporting which take the true voice of the customer - their direct discussions with a brand, spoken in their natural language - and turn it into actionable sales and service intelligence. A major wireless provider using early versions of Conversation Analytics reported the product identifies the root cause of service issues faster than monitoring software, enabling the provider to accelerate the fix and reduce inbound customer inquiries. A leading hospitality firm used Conversation Analytics to identify and add new, top-selling items to its menu selection.
Intent Manager, a real-time intent recognition and classification engine that analyzes consumer intentions at every turn of the conversation. Intent Manager is powered by LivePerson’s proprietary natural language understanding capabilities and machine learning algorithms, which are grounded in 20+ years of conversational data and more than one billion messaging transcripts across a variety of industries. Intent Manager is currently being used by top brands to gain real-time insights and take action to improve customer service, marketing, and sales automation
Performance Optimizer, a measurement tool to help brands to measure and manage the health of their conversational operations in a single self-service dashboard. Performance Optimizer measures critical metrics for conversational experiences and uses AI to automatically assess performance, provide actionable insights, and deliver executive reporting.

Professional Services

The mission of our Professional Services team is to help customers optimize the performance of our products in order to drive incremental value through their mobile and online sales and/or service channel(s). This talented group utilizes their deep domain expertise and years of hands-on experience to provide customers with detailed analyses and measurements of their LivePerson deployment that drive strategies and decisions on how to optimize mobile and online messaging, real-time chat, and bot and AI integration. Deliverables of the team include scorecards that measure and chart performance trends, analyses and recommendations for conversational design, web design and process improvement, transcript reviews to discover both voice of the consumer insight and agent improvement opportunities, custom training of call center agents and management, and ongoing management of messaging programs to ensure alignment with current business practices and objectives. The team’s value-added methodology and approach to guiding customers towards messaging channels and human/bot agent optimization is an important component of the LivePerson offering, and gives our customers a competitive advantage in the digital world. Revenue attributable to professional services accounted for 13%, 14% and 13% of total revenue for the years ended December 31, 2020, 2019 and 2018, respectively.
Consumer offering
Our 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. Revenue from our Consumer segment accounted for approximately 8% of total revenue for the years ended December 31, 2020, 2019 and 2018, respectively.
 

9



Customers
More than 18,000 customers have deployed our business solutions, including Fortune 500 companies, dedicated Internet businesses, a broad range of online merchants, as well as numerous SMBs, automotive dealers, universities, libraries, government agencies and not-for-profit organizations. Our solutions benefit organizations of all sizes conducting business or communicating with consumers through mobile and online messaging and chat. We plan to continue to focus on key target markets: consumer/retail, telecommunications, financial services, travel/hospitality, technology, healthcare and automotive, within the United States and Canada, Latin America, Europe and the Asia-Pacific region.
    No single customer accounted for or exceeded 10% of our total revenue in 2020, 2019 or 2018.

 Sales and Marketing
 Sales. We sell our business products and services by leveraging a common methodology through both direct and indirect sales channels.
Our sales process focuses on the perspective that the Conversational Space requires an operational transformation that changes how brands engage with consumers across service, sales, marketing, social and brick and mortar. Brands must adapt their contact centers to an asynchronous messaging environment and leverage a combination of human agents, bots and AI to achieve scale and efficiencies. When done right, the entire consumer lifecycle with a brand will be maintained within the Conversational Space, and traffic will steadily shift away from lower returning voice calls, websites, emails and apps to higher returning messaging endpoints.
Our mobile and online messaging solutions are targeted at business executives whose primary responsibility is optimization of customer care, sales and marketing, or optimizing a consumer’s journey across the brand’s digital properties. Our solutions enable organizations to provide effective customer service, sales and marketing by deflecting costly phone calls and emails to the more cost efficient mobile and online messaging channel. We focus on the value that our solutions deliver in the form of increased agent efficiency, reduced contact center costs, increased customer satisfaction, improved customer lifetime value, maximized digital consumer acquisition, and optimized website and mobile business outcomes. LivePerson supports any organization with a company-wide strategic initiative to improve the overall mobile and online consumer experience.

    Within the business solutions segment we have aligned our field organization to address the different sales strategies of our target markets:

    Enterprise and large mid-market. We target large mid-market and enterprise businesses with a combination of direct sales and customer success teams, and partners. Across the globe, we are targeting a select group of brands, many of them already customers, that hold the power to transform customer care. These enterprises have thousands of agents in their contact centers and collectively connect with billions of consumers each year. We leverage thought leadership and related events to showcase our strength in messaging and AI, and highlight existing reference customers who share their successes on our platform and how they achieved positive ROIs. Increasingly, we are working with large third-party system integrators, technology providers and business process outsourcers to supplement our direct sales effort.
For our large and more complex customers, our sales methodology often begins with research and discovery meetings that enable us to develop a deep understanding of the value drivers and key performance metrics of a prospective customer. We then present an analytical review detailing how our solutions and industry expertise can affect these value drivers and metrics. Once we validate solution capabilities and prove financial return on investment, we transition to a program management model wherein we work hand-in-hand with the customer, providing detailed analysis, measurements and recommendations that help optimize their performance and ensure ongoing program success.

In 2018, we introduced a pilot accelerator program, where we offer customers the option to test our entire platform, across all messaging endpoints and customer use cases, at an entry level price point for a period of three to nine months. This pilot program is intended to accelerate sales cycles and enable customers to rapidly assess the potential ROI and differentiation of our solutions before committing to a more substantial and extended deployment.
Small business and small mid-market. We target small business and small mid-market customers with a mix of direct, online self-service and third-party partner channels. Our customer acquisition strategy centers on leveraging customer word-of-mouth, our leading brand name, online marketing and partnerships. We also leverage marketing programs and partner resources to promote increased usage and product adoption within these customers.
Indirect Sales. Resources within our organization are focused on developing partnerships to generate revenues via referral partnerships and indirect sales through channel partners. By maximizing market coverage via partners who provide lead
10



referrals and complementary products and services, we believe this channel supports revenue opportunities without incurring the costs associated with traditional direct sales.
     Customer Support. Our Professional Services group provides deployment support and ongoing business consulting to enterprise and mid-market customers and maintains involvement throughout the engagement lifecycle. All LivePerson customers have access to 24/7 help desk services through messaging, chat, and technical support ticketing.
 Marketing. Our marketing efforts in support of our business operations are organized around the needs, trends and characteristics of our existing and prospective customer base. Our deep relationship with existing customers fosters continuous feedback and critical data analysis, thereby allowing us to develop and refine marketing programs that drive adoption across multiple customer segments. We have a global team, spread across key geographies that is focused on marketing our brand, products and services to executives responsible for the digital channel, the consumer experience, marketing, sales, IT, and consumer service operations of their organization.
Our main focus is on the consumer/retail, telecommunications, financial services, travel/hospitality, technology, healthcare and automotive industries. Our integrated marketing strategy is focused on driving demand, building customer and consumer advocacy, driving adoption of our platform, and supporting key areas of business, especially large enterprise, but also including mid-sized and small business, partners and international entities. We aim to achieve this by delivering high-touch, small group events for senior executives, to educate them on messaging and the transformational ways that digital communication can help their business. We also market our software via high-level thought leadership campaigns, industry event participation, personalized lead generation campaigns to reach potential and existing customers using mediums such as paid and organic search, direct email and mail, industry- and category-specific trade shows and events, and telemarketing.
Our marketing strategy also encompasses a strategic communications approach that integrates public relations, social media, and analyst/influencer relations. We are focused on using those channels to communicate our brand value, to those key stakeholders, to increase overall brand and technology awareness. Communications seek to highlight key customer success stories, and promote executive thought leadership via contributed content, speaking opportunities and press interviews, to raise LivePerson’s profile and reinforce our position as an industry leader.
Competition    
The markets for mobile and online business messaging, and digital engagement technology are intensely competitive, rapidly changing and characterized by aggressive marketing, pricing pressure, evolving industry standards, rapid technology developments and frequent new product introductions. We believe that competition will continue to increase as our current competitors increase the sophistication of their offerings and as new participants enter the market, which may cause additional pricing pressure. If we are unable to accurately anticipate technology developments and continue to innovate in the markets in which we compete, or our competitors are more successful than us at developing compelling new products and services or at attracting and retaining customers, we may lose revenue and market share and our operating results could be adversely affected.
We believe that most contact center technology vendors incorrectly view messaging as a feature. They are content with building integrations to a messaging endpoint and offering messaging as just another product in their suite. LivePerson holds the perspective that messaging and AI are the foundation for conversational experiences, which transform how agents operate and how brands engage with consumers across service, sales, marketing, and brick and mortar. Brands must adapt their contact centers to an asynchronous messaging environment and leverage a combination of human agents, bots and AI to achieve scale and efficiencies. When done correctly, the entire consumer lifecycle with a brand will be maintained within the Conversational Space, and traffic will steadily shift away from lower returning voice calls, websites, email and apps to higher returning messaging endpoints.
We believe that our differentiated approach to the Conversational Space, combined with our unique technology and expertise, has established the Company as a market leader, with an ability to deliver superior returns on investment:
The Conversational Cloud, LivePerson's enterprise-class, automation-first, cloud-based platform, was designed for AI-assisted and human-powered messaging in mobile and online channels. The platform offers best-in-class security and scalability, offers the broadest ecosystem of messaging endpoints, is designed for ease of use, and features an AI engine custom built for the Conversational Space, intent recognition, robust real-time reporting, role-based real-time analytics, predictive intelligence, and innovations in customer satisfaction and connection measurement. Additionally, the Conversational Cloud is an open platform with pre-built, enterprise-grade integrations into back-end systems as well as the ability to work across NLU providers.
The platform has expanded to power conversations across a broad spectrum of channels and use cases, from traditional sales and customer service, to marketing, social, email, advertising and brick and mortar.
The Company has a data moat built on hundreds of millions of conversations across industries, geographies and use cases that is feeding the machine learning engines that power intent understanding.
11



LivePerson has deep domain expertise across verticals and messaging endpoints, a global footprint, referenceable enterprise brands and a team of technical, solutions and consulting professionals to assist customers along their transformational journeys. We are positioned as an authority in the Conversational Space,. We have developed a Transformation Model that is introduced to existing and prospective customers to help guide them on their journeys from legacy and often times inefficient legacy voice, email and chat solutions to modern conversational ones powered by messaging and AI.

    We believe this focus on technological innovation, expertise and enterprise-class capabilities is positioning LivePerson as a leader in the Conversational Space. For example, we estimate that LivePerson held an approximate 33% share of Apple Business Chat deployments in 2018, and that the Company at least maintained that position in 2019 and 2020.
We have current and potential competition from providers of messaging and digital engagement solutions that enable companies to engage and connect with their consumer customers, as well as technology providers that offer customer relationship management and contact center solutions. We have current and potential competitors in many different industries, including:
technology or service providers offering or powering competing digital engagement, contact center, communications or customer relationship management solutions such as, eGain, Genesys, Nuance, Oracle, Salesforce.com and Twilio;
service providers that offer basic messaging products or services with limited functionality free of charge or at significantly reduced entry level prices;
social media, social listening, messaging, artificial intelligence, bots, e-commerce, and/or data and data analytics companies, such as Facebook, Google, and WeChat, which may leverage their existing or future capabilities and consumer relationships to offer competing business-to-business solutions; and
customers that develop and manage their messaging solutions in-house.
    
    In addition, many of our current and potential competitors have substantial competitive advantages, such as greater brand recognition, significantly larger financial, marketing, and resource and development budgets, access to larger customer and/or consumer bases, larger and more established marketing and distribution relationships, and/or more diverse product and service offerings. As a result, these competitors may be able to respond more quickly and effectively than we can to any change in the general market acceptance of messaging services or any new or changing opportunities, technologies, standards, pricing strategies or customer requirements. Also, because of these advantages, potential customers may select a competitor’s products and services, even if our services are more effective. For all of these reasons, we may not be able to compete successfully against our current and future competitors.
Technology
Four key technological features distinguish the LivePerson services:
We support our customers through a secure, scalable server infrastructure. In North America, our primary servers are hosted in a fully-secured, top-tier, third-party server center located in the Mid-Atlantic United States, and are supported by a top-tier backup server facility located in the Western United States. In Europe, our primary servers are hosted in a fully-secured, top-tier, third-party server center located in the United Kingdom and are supported by a top-tier backup server facility located in The Netherlands. In the Asia Pacific region, our primary and backup servers are hosted in fully-secured, top-tier, third-party server centers located in Australia. Nearly all of our larger customers outside of the United States are hosted within our UK- and Australia-based facilities. By managing our servers directly, we maintain greater flexibility and control over the production environment allowing us to be responsive to customer needs and to continue to provide a superior level of service. Utilizing advanced network infrastructure and protocols, our network, hardware and software are designed to accommodate our customers’ demand for secure, high-quality 24/7 service, including during peak times such as the holiday shopping season.
As a hosted service, we are able to add additional capacity and new features quickly and efficiently. This has enabled us to provide these benefits simultaneously to our entire customer base. In addition, it allows us to maintain a relatively short development and implementation cycle.
 As a SaaS provider, we focus on the development of tightly integrated software design and network architecture. We dedicate significant resources to designing our software and network architecture based on the fundamental principles of security, reliability and scalability.
LivePerson’s powerful Conversational AI is powered by over 20 years of proprietary, verbatim conversation data that the company has accumulated helping thousands of clients, including the world’s largest brands, message with consumers at scale. The strength of the company’s Conversational AI can also be attributed to the company’s laser focus on brand-consumer conversations. Unlike other AIs, which are applied to wide-
12



ranging and unrelated use cases, LivePerson’s AI has been built specifically to power conversations between brands and consumers, giving it the edge in understanding consumer intents and the resolutions that best satisfy them.
    
    Software Design. Our software design is based on client-server architecture. Since we are a SaaS provider, Conversational Cloud customers and visitors to our customers’ websites require only a standard Web browser and do not need to download software from LivePerson in order to interact with our customers’ operators or to use the LivePerson services. We also provide APIs that enable our customers and third-parties to integrate the Conversational Cloud with custom designed applications.
     Network Architecture. The software underlying our services is integrated with scalable and reliable network architecture. Our network is scalable; we do not need to add new hardware or network capacity for each new LivePerson customer. This network architecture is hosted in co-location facilities with redundant network connections, servers and other infrastructure, enabling superior availability. Our backup server infrastructure housed at separate locations provides our primary hosting facilities with effective disaster recovery capability. We comply with security standards such as SOC2 and PCI. For increased security, through a multi-layered approach, we use advanced firewall architecture and industry-leading encryption standards and employ third-party experts to further validate our systems’ security. We also enable our customers to further encrypt their sensitive data using more advanced encryption algorithms.
Government Regulation
We and our customers are subject to a number of laws and regulations in the United States and abroad, including laws related to conducting business on the Internet and on mobile devices, such as laws regarding data privacy, data protection, information security, cybersecurity, restrictions or technological requirements regarding the collection, use, storage, protection, disposal transfer or other processing of consumer data, content, consumer protection, internet (or net) neutrality, advertising, electronic contracts, taxation, provision of online payment services (including credit card processing), and intellectual property rights, which are continuously evolving and developing.
U.S. and international privacy laws and regulations are evolving and changing, are subject to differing interpretations, may be costly to comply with, and may be inconsistent among countries and jurisdictions or conflict with other rules. As we expand our operations in these countries, our liability exposure and the complexity and cost of compliance with data and privacy requirements will likely increase. Any failure by us to comply with our posted privacy policies, applicable federal, state or international laws and regulations relating to data privacy and data protection, or the privacy commitments contained in our contracts, could result in proceedings against us by governmental entities, customers, consumers, watchdog groups or others, which could have a material adverse effect on our business, financial condition and results of operations. In addition, the increased attention focused upon liability as a result of lawsuits, investigations, and legislative proposals and enactments could harm our reputation or otherwise impact the growth of our business.
Intellectual Property and Proprietary Rights
We rely on a combination of patent, copyright, trade secret, trademark and other common law protections in the United States and other jurisdictions, as well as confidentiality requirements and contractual provisions, to protect our proprietary technology, processes and other intellectual property. We own a portfolio of patents and patent applications in the United States and internationally and regularly file patent applications to protect intellectual property that we believe is important to our business, including intellectual property related to digital engagement technology and web and mobile based consumer-facing services. We believe the duration of our patents is adequate relative to the expected lives of our products and services. We pursue the registration of our domain names, trademarks and trade names in the United States and in certain locations outside the United States. We also own copyrights, including in our software, publications and other documents authored by us. These intellectual property rights are important to our business and marketing efforts. We seek to protect our intellectual property rights by relying on federal, state, and common law rights, including registration, or otherwise in the United States and certain foreign jurisdictions, as well as contractual restrictions. However, we believe that factors such as the technological and creative skills of our personnel, new service developments, frequent enhancements and reliable maintenance are more essential to establishing and maintaining a competitive advantage. Others may develop technologies that are similar or superior to our technology. We enter into confidentiality and other written agreements (including invention assignment agreements) with our employees, consultants, customers, potential customers, strategic partners, and other third parties, and through these and other written agreements, we attempt to control access to and distribution of our software, documentation and other proprietary information. Despite our efforts to protect our proprietary rights, third parties may, in an unauthorized manner, attempt to use, copy or otherwise obtain and market or distribute our intellectual property rights or technology or otherwise develop a service with the same functionality as our services. Policing unauthorized use of our services and intellectual property rights is difficult, and we cannot be certain that the steps we have taken will prevent misappropriation of our technology or intellectual property rights, particularly in foreign countries where we do business, where our services are sold or used, where the laws may not
13



protect proprietary rights as fully as do the laws of the United States or where enforcement of laws protecting proprietary rights is not common or effective.
Substantial litigation regarding intellectual property rights exists in the software industry. In the ordinary course of our business, our services and/or our customers' use of our services have been and may be increasingly subject to third-party infringement claims as claims by non-practicing entities become more prevalent and as the number of competitors in our industry segment grows and the functionality of services in different industry segments overlaps. Some of our competitors in the market for digital engagement technology and/or web and mobile based consumer-facing services or other third parties may have filed or may intend to file patent applications covering aspects of their technology and have asserted or may assert claims against us. Any claims alleging infringement of third-party intellectual property rights could require us to spend significant amounts in litigation (even if the claim is invalid), distract management from other tasks of operating our business, pay substantial damage awards, prevent us from selling our products, delay delivery of our services, develop non-infringing software, technology, business processes, systems or other intellectual property (none of which might be successful), or limit our ability to use the intellectual property that is the subject of any of these claims, unless we enter into license agreements with the third parties (which may be costly, unavailable on commercially reasonable terms, or not available at all). Therefore, any such claims could have a material adverse effect on our business, results of operations, cash flows and financial condition.
The duration of the protection afforded to our intellectual property depends on the type of property in question, the laws and regulations of the relevant jurisdiction and the terms of its license agreements with others. With respect to our trademarks and trade names, trademark laws and rights are generally territorial in scope and limited to those countries where a mark has been registered or protected. While trademark registrations may generally be maintained in effect for as long as the mark is in use in the respective jurisdictions, there may be occasions where a mark or title is not registrable or protectable or cannot be used in a particular country. In addition, a trademark registration may be cancelled or invalidated if challenged by others based on certain use requirements or other limited grounds. The duration of property rights in trademarks, service marks and tradenames in the United States, whether registered or not, is predicated on our continued use.

Human Capital Management
As a leading provider of conversational solutions, we are at the forefront of a consumer-led shift to Conversational AI, and our Conversational Cloud is setting the industry standard for this future. As a result of these efforts, LivePerson was named to Fast Company’s annual list of the World’s Ten Most Innovative Artificial Intelligence Companies of 2020. Our employees understand that they are critical to our mission of making life easier for people and brands everywhere through trusted Conversational AI. We will continue to invest in the diversity, inclusiveness, health and happiness of our employees in order to foster creativity, productivity and growth.

As of December 31, 2020, we had 1,201 full-time employees worldwide, located in more than 12 countries. Of these, 603 were located in the Americas, 502 in Europe, Middle East and Africa and 96 in Asia-Pacific. Although we have statutory employee representation obligations in certain countries, our U.S. employees are not covered by collective bargaining arrangements. We believe we have good relations with our employees. For 2020, our key human capital management efforts focused on the following:

Talent Acquisition and Development

We place a high priority on attracting, recruiting, developing and retaining diverse global talent. As a company, we are focused on benefits and programs that support our employees across the entire employee lifecycle, from recruitment and onboarding, to well-being, learning and development. Our recruiting processes are designed to ensure that we bring on employees who are aligned to our values and culture, and we follow a comprehensive process in order to solicit multiple perspectives and eliminate bias. In 2020, we scaled and expanded an internal program to train employees to become objective “hiring experts” and to reduce unconscious bias in the hiring process. We also launched a new virtual onboarding and orientation program for new hires globally, which includes a multi-day immersion into our principles and team building exercises.

In 2020, we also launched a “LivePerson AI Native” program, a four week seminar style cohort program to ensure LivePerson employees understand the foundation of AI and how AI is transforming industries and society. The program also features monthly external AI speakers and a monthly podcast series showcasing internal product leaders and AI specialists. Approximately 25% of employees earned LivePerson AI Native certificates during 2020, and we plan to expand the program during 2021 due to continuing employee demand.



14



Diversity, Equity and Inclusion

Diversity, equity and inclusion (“DEI”) is core to our global strategy. We believe that diverse and inclusive teams foster innovation, creativity and productivity. We have invested resources in this area for some time, and will continue to enhance and improve our efforts. For example, we required all employees hired for recruiting roles in 2020 to have demonstrated previous DEI recruiting experience. We also began working with two diversity recruiting platforms, intentionally diversified our interview panels, and recalibrated our job description templates to focus more heavily on inclusivity.

We are committed to fostering a diverse and inclusive workplace that celebrates different perspectives, cultures and experiences. We regularly measure the representation of women and minority groups in the company, including in leadership and technical positions, and will continue our ongoing efforts to increase hiring of employees from these groups. We are committed to equal pay for equal work. As part of that commitment, we run a pay equity analysis when we conduct our annual compensation assessments and when we grant equity.

During 2020, we launched an employee-led diversity council empowered to drive global programs focused on DEI as well as to support independent employee resource groups and help ensure the diversity of teams and projects within our company. We have launched several employee-led DEI programs under this umbrella in 2020, including a Women in Technology (WiT) program, a peer mentoring program that we plan to scale in 2021, and multiple thought leadership programs and seminars devoted to DEI topics.

Employee Wellness and COVID-19 Response

We remain focused on programs that promote the total wellness of our employees, including resources and services to support physical, mental and financial wellness. We offer industry-leading benefits packages based on the diverse needs of our employees and their families, including comprehensive healthcare, accident insurance, a 401(k) plan, an employee stock purchase program, and time off programs. We work hard to ensure that our employees are aware of and take advantage of these opportunities, and we review our programs annually to ensure they remain competitive.

This was particularly important during the COVID-19 pandemic, where we proactively prioritized the safety and health of our employees. Before local health experts suggested shelter in place initiatives, we began to limit business travel and encourage all employees to work remotely. We went on to adopt a company policy for all employees to work from home and closed virtually all of our offices (including our corporate headquarters). Since transitioning to a remote work environment, we established multiple employee-led committees to design future of work programs and launched two surveys to gather employee feedback. Based on survey results from over 75% of our global workforce, we identified key themes and opportunities for enhancement, and we have already implemented several employee recommendations.

We also provided opportunities for virtual peer connection, virtual learning, and enhanced emotional well being benefits and programs, along with flexible work arrangements to ensure our employees have the resources they need to care for themselves and their families. We will continue to offer time away, wellness and caregiving leave and financial support and reimbursement for work from home equipment to foster a healthy and happy workforce and community with support for productive remote workspaces.


Website Access to Reports
We make available, free of charge, on our website ( www.liveperson.com ), our annual reports on Form 10-K, our quarterly reports on Form 10-Q and our current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after we have electronically filed such material with, or furnished it to, the Securities and Exchange Commission. The Company’s web site address provided above is not intended to function as a hyperlink, and the information on the Company’s web site is not and should not be considered part of this Annual Report on Form 10-K and is not incorporated by reference herein. The SEC maintains an Internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC at www.sec.gov.

 
Item 1A. Risk Factors
The following are certain of the important risk factors that could cause, or contribute to causing, our actual operating results to differ materially from those indicated, expected or suggested by forward-looking statements made in this Annual Report on Form 10-K or presented elsewhere by management from time to time. The risks described below are not the only
15


ones we face. Additional risks not presently known to us, or that we currently deem to be immaterial, could also materially and adversely affect our business, results of operations, financial condition, cash flows, prospects and/or the price of our outstanding securities.

Summary of Risk Factors

The following is a summary of the principal risks and uncertainties that could materially adversely affect our business, results
of operations, financial condition, cash flows, prospects and/or the price of our outstanding securities, and make an investment
in our securities speculative or risky. You should read this summary together with the more detailed description of each risk
factor contained below.

Risks Related to Operating our Business
Our business depends significantly on our ability to retain our key personnel, attract new personnel, and manage attrition.
Supporting our existing and growing customer base could strain our personnel resources and infrastructure, and if we are unable to scale our operations and increase productivity, we may not be able to successfully implement our business plan.
The success of our business depends on retention of existing customers and their purchase of additional services, and attracting new customers and new consumer users of our consumer services.
Our expansion into new products, services and technologies could subject us to additional risks.
Major public health issues, and specifically the pandemic caused by the spread of COVID-19, could have a material adverse impact on our business, results of operations, financial condition, cash flows, prospects and/or the price of our outstanding securities.
If we do not successfully integrate past or potential future acquisitions, we may not realize the expected business or financial benefits and our business could be adversely impacted.
Capital needs necessary to execute our business strategy could increase substantially and we may not be able to secure additional financing to execute this strategy.
Our sales cycles can be lengthy, and the timing of sales can be difficult to predict, which may cause our operating results to vary significantly.
Delays in our implementation cycles could have an adverse effect on our results of operations.

Risks Related to our Financial Condition and Operating Results
Our quarterly revenue and operating results may fluctuate significantly, which may cause a substantial decline in the trading price of our securities.
In the past we have experienced losses, we had an accumulated deficit of $391.9 million as of December 31, 2020 and we may incur losses in the future.
The non-payment or late payment of amounts due to us from a significant number of customers may negatively impact our financial condition or make it difficult to forecast our revenues accurately.
Because we recognize revenue from subscriptions for our service over the term of the subscription, declines in business may not be immediately reflected in our operating results.

Risks Related to Industry Dynamics and Competition
If we are unable to develop and maintain successful relationships with social media and other third-party consumer messaging platforms and endpoints, our business, results of operations and financial condition could be adversely affected.
If we are unable to effectively operate on mobile devices, our business could be adversely affected.
The markets in which we participate are highly competitive, and we may lose customers and revenue if we are not able to innovate or effectively compete.
Downturns in the global economic environment or in particular industries in which our sales are concentrated may adversely affect our business and results of operations.

Risks Related to Security Vulnerabilities and Service Reliability
Failures or security breaches in our services or systems, those of our third party service providers, or in the websites of our customers, including those resulting from cyber-attacks, security vulnerabilities, defects or errors, could harm our business.
We may be liable if third parties access or misappropriate confidential or personal data from our systems or services.
We provide service level commitments to certain customers. If we do not meet these contractual commitments, we could be obligated to provide credits or refunds or face contract terminations, which could adversely affect our revenue and harm our reputation.
We are dependent on technology systems and third-party content that are beyond our control.
16


Failure to license necessary third party software for use in our products and services, or failure to successfully integrate third party software, could cause delays or reductions in our sales, or errors or failures of our service.

Risks Related to Regulatory and Data Privacy Issues
Our business is subject to a variety of U.S. and international laws and regulations regarding privacy and data protection, and increased public scrutiny of privacy and security issues could result in increased government regulation, industry standards and other legal obligations that could adversely affect our business.
We may be subject to governmental export controls and economic sanctions regulations that could impair our ability to compete in international markets due to licensing requirements and could subject us to liability if we are not in compliance with applicable laws.
Industry-specific regulation is evolving and unfavorable industry-specific laws, regulations or interpretive positions could harm our business.
Future regulation of the Internet or mobile devices may slow our growth, resulting in decreased demand for our services and increased costs of doing business.

Risks Related to our Intellectual Property
Our products and services may infringe upon intellectual property rights of third parties and any infringement could require us to incur substantial costs and may distract our management.
Our business and prospects would suffer if we are unable to protect and enforce our intellectual property rights.
Issues in the use of AI in our product offerings may result in reputational harm or liability.

Risks Related to our International Operations and Tax Issues
Our results of operations may be adversely impacted due to our exposure to foreign currency exchange rate fluctuations.
We may be unsuccessful in expanding our operations internationally and/or into direct-to-consumer services due to additional regulatory requirements, tax liabilities, currency exchange rate fluctuations and other risks, which could adversely affect our results of operations.
Our operations may expose us to greater than anticipated income, non-income and transactional tax liabilities, which could harm our financial condition and results of operations.
Our ability to use our net operating losses to offset future taxable income may be subject to certain limitations.
Political, economic and military conditions in Israel could negatively impact our Israeli operations.

Risks Related to our Outstanding Convertible Notes
Servicing our debt may require a significant amount of cash, and we may not have sufficient cash flow from our business to pay our indebtedness.
We may not have the ability to raise the funds necessary to settle conversions of the Notes in cash or to repurchase the Notes upon a fundamental change, and any future debt may contain limitations on our ability to pay cash upon conversion or repurchase of the Notes.
Provisions in the indentures for the Notes may deter or prevent a business combination that may be favorable to you.
The conditional conversion feature of the Notes, if triggered, may adversely affect our financial condition and operating results.
The accounting method for convertible debt securities that may be settled in cash, such as the Notes, could have a material effect on our reported financial results.
The capped call transactions may affect the value of the Notes and our common stock.

Risks Related to our Common Stock
Our stock price has been, and may continue to be, highly volatile, which could reduce the value of your investment and subject us to litigation.
Our common stock is traded on more than one market and this may result in price variations.
If our officers, directors and largest stockholders choose to act together, they may be able to significantly influence our management and operations, acting in their own best interest and not necessarily those of our other stockholders.
Future sales of substantial amounts of our common stock may negatively affect our stock price.
Provisions in our charter documents and Delaware law could discourage, delay or prevent a takeover that stockholders may consider favorable.







17


Risks Related to Operating our Business

Our business depends significantly on our ability to retain our key personnel, attract new personnel, and manage attrition.

Our success depends largely on the continued services of our senior management team. The loss of one or more members of senior management could have a material adverse effect on our business, results of operations and financial condition. We are also substantially dependent on the continued service of other key personnel, including key sales executives responsible for revenue generation and key development personnel accountable for product and service innovation and timely development and delivery of upgrades and enhancements to our existing products and services. Changes to senior management and key employees could also lead to additional unplanned losses of key employees. The loss of key employees could seriously harm our ability to release new products and services and upgrade existing products and services on a timely basis, and put us at a competitive disadvantage.

In the technology industry, there is substantial competition for key personnel, including skilled engineers, sales executives and operations personnel. We may not be able to successfully recruit, integrate and retain qualified personnel in the future, which could impact our ability to innovate and deliver new or updated products to our customers, which could harm our business. Among other things, our decision to close virtually all of our offices following the onset of the COVID-19 pandemic may make it harder for us to recruit and retain our personnel. If our retention and recruitment efforts are ineffective, employee turnover could increase and our ability to provide services to our customers would be materially and adversely affected. Furthermore, the requirement to expense stock options may discourage us from granting the size or type of stock option awards that job candidates may require in order to join our company.

In addition, we may not be able to outsource certain functions. We expect to evaluate our needs and the performance of our staff on a periodic basis, and may choose to make adjustments in the future. If the size of our staff is significantly reduced, either by our choice or otherwise, it may become more difficult for us to manage existing, or establish new, relationships with customers and other counter-parties, or to expand and improve our service offerings. It may also become more difficult for us to implement changes to our business plan or to respond promptly to opportunities in the marketplace. Further, it may become more difficult for us to devote personnel resources necessary to maintain or improve existing systems, including our financial and managerial controls, billing systems, reporting systems and procedures. Thus, any significant amount of staff attrition could cause our business and financial results to suffer.

Supporting our existing and growing customer base could strain our personnel resources and infrastructure, and if we are unable to scale our operations and increase productivity, we may not be able to successfully implement our business plan.

We continue to experience significant growth in our customer base and personnel, which has placed a strain on our management, administrative, operational and financial infrastructure. We anticipate that additional investments in our internal infrastructure, data center capacity, research, customer support and development, and real estate spending will be required to scale our operations and increase productivity, to address the needs of our customers, to further develop and enhance our services, to expand into new geographic areas, and to scale with our overall growth. We may also need to make additional investments with third party outsourcing providers, such our announced plans to work with Infosys to move our technology infrastructure to the public cloud. The additional investments we are making will increase our cost base, which will make it more difficult for us to offset any future revenue shortfalls by reducing expenses in the short term, and there is no guarantee that they will be successful or meet our customers’ needs.

We regularly upgrade or replace our various software systems. If the implementations of these new applications are delayed, or if we encounter unforeseen problems with our new systems or in migrating away from our existing applications and systems, our operations and our ability to manage our business could be negatively impacted.

Our success will depend in part upon the ability of our senior management to manage our projected growth effectively. To do so, we must continue to increase the productivity of our existing employees and to hire, train and manage new employees as needed. To manage the expected domestic and international growth of our operations and personnel, we will need to continue to improve our operational, financial and management controls, our reporting systems and procedures, and our utilization of real estate. If we fail to successfully scale our operations and increase productivity, we may be unable to execute our business plan and the market price of our securities could decline.

The success of our business depends on retention of existing customers and their purchase of additional services, and attracting new customers and new consumer users of our consumer services.

18


Our customers typically subscribe for our services for a twelve month term and may have no obligation to renew their subscription after expiration of the twelve month term. In some cases, our agreements are terminable or may terminate upon 30 to 90 days’ notice without penalty. If a significant number of our customers, or any one customer to whom we provide a significant amount of services, were to terminate services, reduce the amount of services purchased, or fail to purchase additional services, our results of operations may be negatively and materially affected. Dissatisfaction with the nature or quality of our services could also lead customers to terminate our service.

We depend on monthly fees and interaction-based fees from our services for substantially all of our revenue. As part of our strategy, we are increasingly offering customers subscriptions with interaction-based fees. While this interaction-based fee model has demonstrated success in our business to date, it could potentially produce greater variability in our revenue as revenue in this model is impacted by the number of interactions that our customers generate through use of our products. Because of the historically small amount of services sold in initial orders, we depend significantly on the growth of our customer base and sales to new customers and sales of additional services to our existing customers. The success of our consumer offerings similarly depends on our ability to attract and retain new customers. Our revenue could decline unless we are able to obtain additional customers or alternate revenue sources.

Our expansion into new products, services and technologies could subject us to additional risks.

We may have limited or no experience in new market segments that we enter or new services that we decide to offer, and customers may not choose to buy or use our service offerings. These offerings, which can present new and difficult technology challenges, may subject us to claims if customers of these offerings experience service disruptions or failures or other quality issues. In addition, profitability, if any, in our newer activities may not meet our expectations, and we may not be successful enough in these newer activities to recoup our investments in them. Failure to realize the benefits of amounts we invest in new technologies, products, or services could result in the value of those investments being written down or written off.

Major public health issues, and specifically the pandemic caused by the spread of COVID-19, could have a material adverse
impact on our business, results of operations, financial condition, cash flows, prospects and/or the price of our outstanding
securities.

Our results of operations could in the future be materially adversely impacted by the coronavirus (COVID-19) pandemic. We closely monitor developments related to the COVID-19 pandemic to assess its impact on our business. While still evolving, the global spread of the COVID-19 pandemic has created significant economic disruption, and financial volatility and uncertainty both in the U.S. and around the world. Though vaccines believed to be highly effective at preventing symptomatic COVID-19 have been produced and are currently in the process of being distributed, it is not possible to estimate how long it will take to halt the spread of the virus or the longer term-effects that the COVID-19 pandemic could have on our business. The extent to which the COVID-19 pandemic impacts our business, results of operations, financial condition, cash flows or prospects will depend on future developments, which are highly uncertain and that we may not be able to accurately predict, including the duration and severity of the pandemic; governmental, business and individuals’ actions that have been and continue to be taken in response to the pandemic; the rate of vaccine adoption, the efficacy of vaccines in the broader population, and how widespread such vaccine adoption is; the impact of the pandemic on economic activity and actions taken in response; the effect on our clients and client demand for our services and solutions, including the potential lengthening of the sales cycle; our ability to sell and provide our services and solutions, including through in-person global customer summits, which have proven successful for us in the past, travel restrictions and people working from home; the ability of our clients to pay for our services and solutions; and any closures of our and our clients’ offices and facilities. Clients may also slow down decision making, delay planned work, seek to terminate existing agreements and/or delay payment terms.

While we have implemented risk management and contingency plans and taken preventive measures and other precautions, the ultimate impact of the COVID-19 pandemic on our business is uncertain. In 2020, due to health concerns related to the global novel coronavirus (COVID-19) pandemic, we vacated our physical offices around the world, and began transitioning to a work-from-anywhere model. While we have been able to operate effectively from remote locations, the long-term impact of such work arrangements remains unknown. For example, such remote work arrangements may increase the risk of cyber incidents or data breaches. Furthermore, we have incurred, and will in the future incur, expenses associated with the early termination of various leases at our office locations around the world.

We also outsource certain critical business activities to third parties and plan to continue to increase these activities, such as through our announced outsourcing partnership with Infosys. As a result, we rely upon the successful implementation and execution of the business continuity and repopulation planning of such entities in the current environment. While we
19


closely monitor the business continuity activities of these third parties, successful implementation and execution of their business continuity and repopulation strategies are largely outside our control. If one or more of the third parties to whom we outsource certain critical business activities experience operational failures as a result of the impacts from the spread of COVID-19, or claim that they cannot perform due to a force majeure, it may have a material adverse effect on our business, financial condition, results of operations, liquidity and cash flows.

While governmental and non-governmental organizations are engaging in efforts to combat the spread and severity of the COVID-19 pandemic and related public health issues, these measures may not be effective. We also cannot predict how legal and regulatory responses to concerns about the COVID-19 pandemic and related public health issues will impact our business. Such events or conditions could result in additional regulation or restrictions affecting the conduct of our business in the future.

Any of these events or other currently unforeseen consequences of the coronavirus pandemic, or of other pandemics, epidemics or similar widespread public health concerns, could cause or contribute to the risks and uncertainties enumerated in this Annual Report on Form 10-K, and could materially adversely affect our business, results of operations, financial condition, cash flows, prospects and/or the price of our outstanding securities.

If we do not successfully integrate past or potential future acquisitions, we may not realize the expected business or financial benefits and our business could be adversely impacted.

As part of our business strategy, we have made and will continue to make acquisitions to add complementary businesses, products, technologies, revenue and intellectual property rights. We have made a number of acquisitions in the past, including three in 2018. In October 2018, we acquired AdvantageTec, Inc., a leading provider of texting solutions for service departments of automotive dealerships that helps enable the conversational experience across the entire dealership, including variable and fixed operations. In September 2018, we acquired the employees and technology assets of Conversable, Inc. a SaaS based Artificial Intelligence powered conversational platform. In January 2018, we acquired the employees and technology assets of BotCentral, Inc., a Silicon Valley based startup which has created a number of bot solutions for major brands in banking, insurance, and travel, running on LivePerson’s conversational platform.

Acquisitions and investments involve numerous risks to us, including:
• potential failure to achieve the expected benefits of the combination or acquisition;
• inability to generate sufficient revenue to offset acquisition or investment cost;
• difficulties in integrating operations, technologies, products and personnel;
• diversion of financial and management resources from efforts related to existing operations;
• risks of entering new markets in which we have little or no experience or where competitors may have stronger
market positions;
• potential loss of our existing key employees or key employees of the company we acquire;
• inability to maintain relationships with customers and partners of the acquired business
• potential unknown liabilities associated with the acquired businesses; and
• the tax effects of any such acquisitions.

These difficulties could disrupt our ongoing business, expose us to unexpected costs, distract our management and employees, increase our expenses and adversely affect our results of operations. Furthermore, we may incur debt or issue equity securities to pay for any future acquisitions. The issuance of equity securities could be dilutive to our existing stockholders.

Capital needs necessary to execute our business strategy could increase substantially and we may not be able to secure additional financing to execute this strategy.

To the extent that we require additional funds to support our operations or the expansion of our business, or to pay for acquisitions, we may need to sell additional equity, issue debt or convertible securities or obtain credit facilities through financial institutions. In the past, we have obtained financing principally through the sale of preferred stock, common stock, warrants and convertible notes. If additional funds are raised through the issuance of debt or preferred equity securities, these securities could have rights, preferences and privileges senior to holders of common stock, and could have terms that impose restrictions on our operations. If additional funds are raised through the issuance of additional equity or convertible securities, our stockholders could suffer dilution. We cannot assure you that additional funding, if required, will be available to us in amounts or on terms acceptable to us. If sufficient funds are not available or are not available on acceptable terms, our ability to fund any potential expansion, take advantage of acquisition opportunities, develop or enhance our services or products, or otherwise respond to competitive pressures would be significantly limited. Those limitations would materially and adversely affect our business, results of operations, cash flows and financial condition.
20



Our sales cycles can be lengthy, and the timing of sales can be difficult to predict, which may cause our operating results to
vary significantly.

The sales cycle for our products can be several months or more and varies substantially from customer to customer, particularly for sales to enterprise customers. Because we sell complex, integrated solutions, it can take many months to close sales as customers evaluate our product offering against available alternatives and define their requirements. We are often required to expend substantial time, effort, and money educating potential customers them about the value of our offerings. The increasingly complex needs of our customers can contribute to a longer sales cycle.

Additionally, our quarterly sales have historically reflected an uneven pattern in which a disproportionate percentage of a quarter’s total sales occur in the last month, weeks and days of each quarter. These patterns make prediction of revenue especially difficult and uncertain and increase the risk of unanticipated variations in our results of operations. As a result, we are not always able to precisely predict the quarter in which expected sales will occur. In addition, historically a large portion of our revenue has derived from large orders from large clients. Consequently, delays in the closing of sales, especially from large clients, could have a material impact on the timing of revenue and results of operations.

Delays in our implementation cycles could have an adverse effect on our results of operations.

Certain of our products require some implementation services, including but not limited to, training our customers. As an open platform, we also work with other third parties on implementing a variety of integrations into our platform. We have historically experienced a lag between signing a customer contract and recognizing revenue from that customer. Although this lag has typically ranged from 30 to 90 days, it may take more time between contract signing and recognizing revenue in certain situations. If we experience delays in implementation or do not meet project milestones in a timely manner, we could be obligated to devote more customer support, engineering and other resources to a particular project. If new or existing customers cancel or have difficulty deploying our products or require significant amounts of our professional services, support, or customized features, revenue recognition could be canceled or delayed and our costs could increase, which could negatively impact our operating results.

Our services are subject to payment-related risks.

For certain payment methods, including credit and debit cards, we pay interchange and other fees, which may increase over time and raise our operating costs and lower our profit margins. We rely on third parties to provide payment processing services, including the processing of credit cards and debit cards and it could disrupt our business if these companies become unwilling or unable to provide these services to us. We are also subject to payment card association operating rules, certification requirements and rules governing electronic funds transfers, which could change or be reinterpreted in such a way as to make compliance infeasible. If we fail to comply with these rules or requirements, we may be subject to fines and higher transaction fees and lose our ability to accept credit and debit card payments from our customers or facilitate other types of online payments, and our business and operating results could be adversely affected.

Through our consumer-facing platform, we facilitate online transactions between individual service providers who provide online advice and information to consumers. In connection with these services, we accept payments using a variety of methods, such as credit card, debit card and PayPal. These payments are subject to “chargebacks” when consumers dispute payments they have made to us. Chargebacks can occur whether or not services were properly provided. Susceptibility to chargebacks puts a portion of our revenue at risk. We take measures to manage our risk relative to chargebacks and to recoup properly charged fees, however, if we are unable to successfully manage this risk our business and operating results could be adversely affected. As we offer new payment options to our users, we may be subject to additional regulations, compliance requirements, and fraud.

We are also subject to a number of other laws and regulations relating to money laundering, international money transfers, privacy and information security and electronic fund transfers. If we were found to be in violation of applicable laws or regulations, we could be subject to civil and criminal penalties or forced to cease our payments services business.

Our reputation depends, in part, on factors which are partially or entirely outside of our control.

Our services typically appear under the LivePerson brand or as a LivePerson-branded icon on our customers’ websites. The customer service operators and Experts who respond to the inquiries of our customers’ users are employees or agents of our customers or independent consultants rather than employees of LivePerson. As a result, we are not able to control the actions of these operators or Experts and the impression that such operator or Expert leaves the user with whom they interact. A user may
21


not know that the operator or Expert is not a LivePerson employee. If a user were to have a negative experience in a LivePerson-powered real-time dialogue, it is possible that this experience could be attributed to us, which could diminish our brand and harm our business. Additionally, we believe the success of our business services is aided by the prominent placement of the chat icon on a customer’s website, over which we also have no control.

We are subject to risks related to corporate and social responsibility and reputation.

Many factors influence our reputation including the perception held by our customers, business partners and other key stakeholders. Businesses face increasing scrutiny related to environmental, social and governance activities. We risk damage to our reputation if we fail to act responsibly in a number of areas, such as diversity and inclusion, sustainability and social responsibility. Any harm to our reputation could impact employee engagement and retention, our corporate culture and the willingness of customers and our partners to do business with us, which could have a material adverse effect on our business, results of operations and cash flows.

Risks Related to our Financial Condition and Operating Results

Our quarterly revenue and operating results may fluctuate significantly, which may cause a substantial decline in the trading price of our securities.

We have in the past incurred, and may in the future incur, losses and experience negative cash flows, either or both of which may be significant and may cause our quarterly revenue and operating results to fluctuate significantly. These fluctuations may result from a variety of factors, many of which are outside of our control. Some of the important factors that may cause our revenue and operating results to fluctuate include:
• our ability to attract and retain new customers;
• our ability to retain and increase sales to existing customers;
• demand from customers and consumers for our services;
• our ability to innovate and provide new services to current and future customers;
• our ability to continue to add artificial intelligence, machine learning and automation into our services;
• the introduction of new services by us or our competitors;
• our ability to avoid and/or manage service interruptions, disruptions, or security incidents;
• changes in our pricing models or policies or in those of our competitors;
• our ability to maintain and add integrations with third-party consumer messaging platforms and endpoints;
• continued adoption by companies of mobile and cloud-based messaging solutions;
• investments in growing our sales and marketing programs;
• continued adoption by Experts and Users of web-based advice services;
• exposure to foreign currency exchange rate fluctuations; and
• the amount and timing of capital expenditures and other costs related to operation and expansion of our business, including those related to acquisitions.

Our revenue and operating results may also fluctuate significantly in the future due to the following factors that are entirely outside of our control:
• new laws, regulations or regulatory or law enforcement initiatives;
• economic conditions specific to the web, mobile technology, electronic commerce and cloud computing;
• consequences of unexpected geopolitical events, natural disasters, acts of war or terrorism, outbreaks of contagious disease (e.g., coronavirus) or climate change; and
• general, regional and/or global economic and political conditions.

As a result, comparing our operating results on a period-to-period basis may not be meaningful. You should not rely upon these comparisons or our past results as indicators of our future performance. Due to the foregoing factors, it is possible that our operating results in one or more future quarters may fall below the expectations of securities analysts and investors or below any guidance we may provide to the market. If this occurs, the trading price of our securities could decline significantly.

In the past we have experienced losses, we had an accumulated deficit of $391.9 million as of December 31, 2020 and we
may incur losses in the future.

We have in the past incurred, and we may in the future incur, losses and experience negative cash flow, either or both of which may be significant. We recorded net losses from inception through the year ended December 31, 2003. We recorded net income for the years ended December 31, 2004 through 2007 and 2009 through 2012, while we recorded net losses for the years ended December 31, 2008, and 2013 through 2020. We recorded a net loss of $107.6 million for the year ended
22


December 31, 2020. As of December 31, 2020, our accumulated deficit was approximately $391.9 million. We cannot assure you that we can sustain or increase profitability on a quarterly or annual basis in the future. Failure to maintain profitability may materially and adversely affect the market price of our securities.

The non-payment or late payment of amounts due to us from a significant number of customers may negatively impact our financial condition or make it difficult to forecast our revenues accurately.

During 2020, we increased our allowance for doubtful accounts from $3.1 million to approximately $5.3 million. During 2019, we increased our allowance for doubtful accounts from $2.3 million to approximately $3.1 million. We base our allowance for doubtful accounts on specifically identified credit risks of customers, historical trends and other information that we believe to be reasonable. A large proportion of receivables are due from larger corporate customers that typically have longer payment cycles. We adjust our allowance for doubtful accounts when accounts previously reserved have been collected. As a result of increasingly long payment cycles, we have faced increased difficulty in predicting our operating results for any given period, and have experienced significant unanticipated fluctuations in our revenues from period to period. Any failure to achieve anticipated revenues in a period could cause the market price of our securities to decline.

There are inherent limitations on the effectiveness of our controls.

We do not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well-designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that resource constraints exist, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of the effectiveness of controls to future periods are subject to risks. Over time, controls may become inadequate due to changes in conditions or deterioration in the degree of compliance with policies or procedures. If our controls become inadequate, we could fail to meet our financial reporting obligations, our reputation may be adversely affected, our business and operating results could be harmed, and the market price of our securities could decline.

With the recent volatility in the capital markets, there is a risk that we could suffer a loss of principal in our cash and cash equivalents and short term investments and suffer a reduction in our interest income or in our return on investments.

As of December 31, 2020, we had $654.2 million in cash and cash equivalents. We regularly invest excess funds from our cash and cash equivalents in short-term money market funds. We currently hold no mortgaged-backed or auction rate securities. However, some of our investments are subject to general credit, liquidity, market and interest rate risks, which may be exacerbated by any ongoing uncertainty in the United States and global credit markets. In the future, these market risks associated with our investment portfolio may harm the results of our operations, liquidity and financial condition. Although we believe we have chosen a more cautious portfolio designed to preserve our existing cash position, it may not adequately protect the value of our investments. Furthermore, this more cautious portfolio is unlikely to provide us with any significant interest income in the near term.

Because we recognize revenue from subscriptions for our service over the term of the subscription, declines in business may not be immediately reflected in our operating results.

We generally recognize revenue from customers ratably over the terms of their subscription agreements, which are typically 12 or more months. As a result, much of the revenue we report in each quarter is the result of subscription agreements entered into during previous quarters. Consequently, a decline in new or renewed subscriptions or cancellations of existing subscriptions in any one quarter may not be reflected in our revenue results for that quarter. Any such decline, however, could negatively affect our revenue in future quarters. Our subscription model also makes it difficult for us to rapidly increase our revenue through additional sales in any period, because revenue from new customers and additional revenue from existing customers is generally recognized over the applicable subscription term, rather than immediately.

Our reported financial results may be adversely affected by changes in accounting principles generally accepted in the United States.

Accounting principles generally accepted in the United States are subject to interpretation by the Financial Accounting Standards Board (the “FASB”), the American Institute of Certified Public Accountants, the SEC, and various bodies formed to
23


promulgate and interpret appropriate accounting principles. A change in these principles or interpretations could have a significant effect on our reported financial results, and could affect the reporting of transactions completed before the announcement of a change.

If our goodwill or amortizable intangible assets become impaired, we may be required to record a significant charge to
earnings.

Under accounting principles generally accepted in the United States, we review our amortizable intangible assets for impairment when events or changes in circumstances indicated that the carrying value may not be recoverable. We review our goodwill for impairment at least annually and when events or changes in circumstances indicate that the carrying value may not
be recoverable. Factors that may be considered a change in circumstances indicating that the carrying value of our goodwill or amortizable intangible assets may not be recoverable include a decline in stock price and market capitalization, reduced future cash flow estimates, and slower growth rates in our industry. Based on our annual review for 2020, we determined that it is not more likely than not that the fair value of the reporting units is less than their carrying amount. However, future assessments may yield a different result, and from time to time, we may be required to record a significant charge to earnings in our consolidated financial statements during the period in which any impairment of our goodwill is determined, resulting in a negative impact on our results of operations.

Risks Related to Industry Dynamics and Competition

If we are unable to develop and maintain successful relationships with social media and other third-party consumer messaging platforms and endpoints, our business, results of operations and financial condition could be adversely affected.

We believe that continued growth for companies in our industry depends, in part, on enabling brands to connect with consumers across consumers’ preferred conversational interfaces and messaging endpoints, such as SMS, Facebook Messenger, WhatsApp, Apple Business Chat, Google Rich Business Messenger, Line and Alexa. In order to grow our business, we have identified and developed, and maintain, strategic relationships with many key technology partners. As part of our growth strategy, we plan to further develop partnerships and specific solution areas with additional technology partners. If we fail to establish these relationships in a timely and cost-effective manner, or at all, or if we lose any or all of our current relationships, then our business, results of operations and financial condition could be adversely affected. Additionally, even if we are successful at developing these relationships, but there are problems or issues with the integrations, or our ability to scale and onboard our customers onto new endpoints, our reputation and ability to grow our business may be adversely affected.

If we are unable to effectively operate on mobile devices, our business could be adversely affected.

The number of people who access the Internet and complete transactions over the Internet through devices other than desktop computers, including smartphones, handheld tablets and mobile phones, has increased dramatically in the past few years and is projected to continue to increase. To address these developments, we continue to extend our products and services to support messaging on mobile phone and tablet applications belonging to our company and our customers. If the mobile solutions we have developed do not meet our customers’ needs or the needs of their website visitors, or are not widely adopted by our customers and consumers, we may fail to retain existing customers and we may have difficulty attracting new customers. Such solutions may also create new risks related to privacy and security, which could subject us to investigations, litigation or reputational harm. If we are unable to rapidly innovate and grow mobile revenue, or if we incur excessive expenses in this effort, our financial performance and ability to continue to grow overall revenue may be negatively affected.

Additionally, our mobile phone and tablet applications and those of our customers depend on their interoperability with popular mobile operating systems, networks and standards that we and they do not control, such as Android and iOS operating systems, and any changes in such systems and terms of service that degrade the functionality of our solutions or give preferential treatment to competitive products could adversely affect our revenue. We may not be successful in developing products that operate effectively with these technologies, systems, networks or standards. As new devices and platforms are continually being released, it is difficult to predict the challenges we may encounter in developing versions of our solutions for use on these alternative devices.

The markets in which we participate are highly competitive, and we may lose customers and revenue if we are not able to innovate or effectively compete.

The markets for mobile and online business messaging and digital engagement and AI technology are intensely competitive, rapidly changing and characterized by aggressive marketing, pricing pressure, evolving industry standards, rapid technology developments and frequent new product introductions. We believe that competition will continue to increase as our
24


current competitors increase the sophistication of their offerings and as new participants enter the market, which may cause additional pressure. If we are unable to accurately anticipate technology developments and continue to innovate in the markets in which we compete and develop successful integrations with third-party consumer messaging platforms, AI providers and endpoints, or our competitors are more successful than us at developing compelling new products, services and integrations, or at attracting and retaining customers, we may lose revenue and market share and our operating results could be adversely affected.

We have current and potential competition from providers of messaging and digital engagement solutions that enable companies to engage and connect with their consumer customers, as well as technology providers that offer customer relationship management and contact center solutions. We have current and potential competitors in many different industries, including:
• technology or service providers offering or powering competing digital engagement, contact center, communications or customer relationship management solutions, such as eGain, Genesys, Nuance, Oracle, Salesforce.com, and Twilio;
• service providers that offer basic messaging products or services with limited functionality free of charge or at significantly reduced entry level prices;
• social media, social listening, messaging, artificial intelligence, bots, e-commerce, and/or data and data analytics companies, such as Facebook, Google and WeChat, which may leverage their existing or future capabilities and consumer relationships to offer competing B2B solutions; and
• customers that develop and manage their messaging solutions in-house.

In addition, many of our current and potential competitors have substantial competitive advantages, such as greater brand recognition, significantly larger financial, marketing, and resource and development budgets, access to larger customer and/or consumer bases, larger and more established marketing and distribution relationships, and/or more diverse product and service offerings. As a result, these competitors may be able to respond more quickly and effectively than we can to any change in the general market acceptance of messaging services or any new or changing opportunities, technologies, standards, pricing strategies or customer requirements. Also, because of these advantages, potential customers may select a competitor’s products and services, even if our services are more effective. For all of these reasons, we may not be able to compete successfully against our current and future competitors.

We may be unable to respond to the rapid technological change and changing customer preferences in the online sales, marketing, customer service, and/or online consumer services industries and this may harm our business.
If we are unable, for technological, legal, financial or other reasons, to adapt in a timely manner to changing market conditions in the online sales, marketing, customer service and/or e-commerce industry or our customers’ or consumers’ requirements or preferences, our business, results of operations and financial condition would be materially and adversely affected. Online business is characterized by rapid technological change. In addition, the market for online sales, marketing, customer service and expert advice solutions is relatively new. Sudden changes in customer and consumer requirements and preferences, frequent new product and service introductions embodying new technologies, and the emergence of new industry and regulatory standards and practices such as but not limited to data privacy and security standards, could render the LivePerson services and our proprietary technology and systems obsolete. The rapid evolution of these products and services will require that we continually improve the performance, features and reliability of our services. Our success will depend, in part, on our ability to:
• enhance the features and performance of our services;
• develop and offer new services that are valuable to companies doing business online as well as consumers; and
• respond to technological advances and emerging industry and regulatory standards and practices in a cost-effective and timely manner.

If any of our new services, including upgrades to our current services, do not meet our customers’ or consumers’ expectations, we could lose customers and our business may be harmed. Updating our technology may require significant additional capital expenditures and could materially and adversely affect our business, results of operations and financial condition.

If new services require us to grow rapidly, this could place a significant strain on our managerial, operational, technical and financial resources. In order to manage our growth, we could be required to implement new or upgraded operating and financial systems, procedures and controls. Our failure to expand our operations in an efficient manner could cause our expenses to grow, our revenue to decline or grow more slowly than expected and could otherwise have a material adverse effect on our business, results of operations and financial condition.

25


Downturns in the global economic environment or in particular industries in which our sales are concentrated may adversely affect our business and results of operations.

The United States and other global economies have experienced in the past and could in the future experience economic downturn that affects all sectors of the economy, particularly in the financial services and retail industries, resulting in declines in economic growth and consumer confidence, increases in unemployment rates and uncertainty about economic stability. Further, there is increased uncertainty regarding social, political, immigration and trade policies in the United States, which could impact our global operations and our business. Global credit and financial markets have in the past experienced extreme disruptions, including diminished liquidity and credit availability and rapid fluctuations in market valuations. Our business has been affected by these conditions in the past and could be similarly impacted in the future by any downturn in global economic conditions.

Our business is, and will continue to be, dependent on sales to customers in the telecommunications, financial services, retail, automotive, real estate and technology industries. A downturn in one or more of these industries could have a material adverse effect on our business, liquidity, results of operations, financial condition and cash flows. In the event that industry conditions deteriorate in one or more of these industries, we could experience, among other things, cancellation or non-renewal of existing contracts, reduced demand for our products and reduced sales. It could be difficult to predict the timing, strength or duration of any economic slowdown or subsequent economic recovery, either relating to the global economic environment or to the particular industries in which our sales are concentrated, which, in turn, could make it more challenging for us to forecast our operating results, make business decisions and identify risks that may adversely affect our business, sources and uses of cash, financial condition and results of operations.
Weak economic conditions may also cause our customers to experience difficulty in supporting their current operations and implementing their business plans. Our customers may reduce their spending on our services, may not be able to discharge their payment and other obligations to us, may experience difficulty raising capital, or may elect to scale back the resources they devote to customer service and/or sales and marketing technology, including services such as ours. Economic conditions may also lead consumers and businesses to postpone spending, which may cause our customers to decrease or delay their purchases of our products and services. If economic conditions deteriorate for us or our customers, we could be required to record charges relating to restructuring costs or the impairment of assets, may not be able to collect receivables on a timely basis, and our business, financial condition and results of operations could be materially adversely affected.


Risks Related to Security Vulnerabilities and Service Reliability

Failures or security breaches in our services or systems, those of our third party service providers, or in the websites of our customers, including those resulting from cyber-attacks, security vulnerabilities, defects or errors, could harm our business.

Our products and services involve the storage and transmission of proprietary information and personal data related to our customers and their users, as well as experts and consumers, and theft and security breaches expose us to a risk of loss of such information and data, improper use and disclosure thereof, litigation, regulatory investigation, and potential liability. We experience cyber-attacks of varying degrees on a regular basis. Our security measures may also be breached due to employee or other error, intentional malfeasance and other third party acts, and system errors or vulnerabilities, including vulnerabilities of our third party service providers, or customers, or otherwise. Additionally, in response to the COVID-19 pandemic, a majority of our office employees are working remotely. We currently expect this to continue for the foreseeable future, which may potentially further increase the risk of cyber incidents or data breaches. Any such breach or unauthorized access, or attempts by outside parties to fraudulently induce employees, users, vendors or customers to disclose sensitive information in order to gain access to our data or data of our customers, users, experts or consumers, including, but not limited to, individual personal information and financial credit or debit card data that is protected by law or contract, could result in significant legal and financial exposure, damage to our reputation, and a loss of confidence in the security of our products and services that could potentially have an adverse effect on our business.

While we continue to expand our focus on this issue and are taking measures to safeguard our products and services from cybersecurity threats and vulnerabilities in desktop computers, mobile phones, smartphones and handheld devices, cyber-attacks and other security incidents continue to evolve in sophistication and frequency. Because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems, are constantly evolving in sophisticated ways to avoid detection and often are not recognized until launched against a target, it may be difficult or impossible for us to anticipate or identify these techniques or to implement adequate preventative measures. And while technological advancements enable more data and processes, such as mobile computing and mobile payments, they also increase the risk that cyber-attacks and other security incidents will occur. We engage third parties to review and assist in safeguarding our products and services from such
26


threats. Those parties may identify vulnerabilities, some of which may not be immediately remedied. A significant cyber-attack, or a security incident of any magnitude that is profiled in the media, involving our, our third party service providers’ or our customers’ systems, could result in material harm to our brand and reputation, our ability to deliver our services or retain customers, and expose us to lawsuits, regulatory investigations, and significant damages, fines or penalties.

In addition, our customers may authorize third party access to their customer data located in our cloud environment. Because we do not control the transmissions to customer-authorized third parties, or the processing of such data by customer authorized third parties, we cannot ensure the integrity or security of such transmissions or processing. Because our services are responsible for critical communication between our customers and consumers, any security failures, defects or errors in our components, materials or software or those used by our customers could have an adverse impact on us, on our customers and on the end users of their websites. Such adverse impact could include a decrease in demand for our services, damage to our reputation and to our customer relationships, legal exposure, and other financial liability or harm to our business.

We may be liable if third parties access or misappropriate confidential or personal data from our systems or services.

The dialogue transcripts of the text-based chats, email interactions and other interactions between our customers and their users may include information, such as personal contact and demographic information. Although we employ and continually test and update our security measures to protect this information from unauthorized access, it is still possible that our security measures could be breached and such a breach could result in unauthorized access to our customers’ data or our data, including our intellectual property and other confidential business information. Because the techniques employed by hackers to obtain unauthorized access or to sabotage systems change frequently and are becoming more sophisticated in circumventing security measures and avoiding detection, we may be unable to anticipate all techniques or to implement adequate preventative measures. Any security breach could result in disclosure of our trade secrets or disclosure of confidential customer, supplier or employee data. If third parties were able to penetrate our network security or otherwise misappropriate personal data relating to our customers’ users or the text of customer service inquiries, our competitive position may be harmed and we could be subject to liability. In the event of a security incident, we could be required to comply with a myriad of breach notification laws at the state, federal and international level, which may cause business disruption and extensive notification costs, and could lead to penalties, government investigations and lawsuits for compliance failures. We may as a result of a security incident be deemed out of compliance with United States federal and state laws, international laws, or contractual commitments, and we may be subject to government investigations, lawsuits, fines, criminal penalties, statutory damages, and other costs to respond to breach or security incidents, which could have a material adverse effect on our business, results of operations and financial condition. We may incur significant costs to protect against the threat of security breaches or to mitigate the harm and alleviate problems caused by such breaches. While we currently maintain insurance coverage that may cover certain cyber security risks, such insurance coverage is subject to certain exclusions and exceptions and may be insufficient to cover all losses.

Furthermore, certain software and services that we use to operate our business are hosted and/or operated by third parties or integrated with our systems. If these services were to be interrupted or their security breached, our business operations could be similarly disrupted and we could be exposed to liability and costly investigations or litigation. The need to properly secure, and securely transmit and store, confidential information online has historically been a significant barrier to e-commerce and online communications, and will become increasingly highlighted as a consumer and regulatory focus and concern. Any publicized compromise of security could deter people from using online services such as the ones we offer or from using them to conduct transactions, which involve transmitting confidential information. Because our success depends on the general acceptance and reputation of our services and electronic commerce, we may incur significant costs to protect against the threat of security breaches or to alleviate problems caused by these breaches.

We provide service level commitments to certain customers. If we do not meet these contractual commitments, we could be obligated to provide credits or refunds or face contract terminations, which could adversely affect our revenue and harm our reputation.

As is common for many cloud service providers, we offer service level commitments in certain of our customer contracts, primarily related to uptime of our service. If we are unable to meet the stated service level commitments or suffer periods of downtime that exceed the periods allowed under our customer contracts, whether due to downtime caused by us or our third-party service providers, which has occurred on several occasions in the past and could occur in the future, we may be contractually obligated to provide these customers with service credits and/or pay financial penalties, which could significantly impact our revenue. In addition, even if our contracts provide otherwise, these customers may attempt to terminate or reduce their contracts, which has occurred from time to time, and/or pursue other legal remedies. Recurring or extended service outages could also cause damage to our reputation and result in substantial customer dissatisfaction or loss, which could adversely affect our current and future revenue and operating results.
27




We are dependent on technology systems and third-party content that are beyond our control.

The success of our services depends in part on our customers’ online services as well as the Internet and mobile connectivity of consumers, both of which are outside of our control. As a result, it may be difficult to identify the source of problems if they occur. In the past, we have experienced problems related to connectivity, which has resulted in slower than normal response times to user messaging requests and interruptions in service. Our services rely both on the Internet and on our connectivity vendors for data transmission. Therefore, even when connectivity problems are not caused by our services, our customers or their consumers may attribute the problem to us. This could diminish our brand and harm our business, divert the attention of our technical personnel from our product development efforts or cause significant customer relations problems.

In addition, we rely in part on third party service providers and other third parties for various services, including, but not limited to, Internet connectivity, network infrastructure hosting, security and maintenance, and software and hardware from a variety of vendors. These providers may experience problems that result in slower than normal response times and/or interruptions in service. If we are unable to continue utilizing the third party services that support our web hosting and infrastructure or if our services experience interruptions or delays due to existing third party service providers or transition to new third party service providers, our reputation and business could be harmed, and we may be exposed to legal and reputational risk, and significant remediation costs.

We also rely on the security of our third party service providers to protect our proprietary information and information of our customers. Information technology system failures, including a breach of our or our third party service providers’ data security, could disrupt our ability to function in the normal course of business by potentially causing, among other things, an unintentional disclosure of customer information or loss of information. Additionally, despite our security procedures or those of our third party service providers, information systems may be vulnerable to threats such as computer hacking, cyber-terrorism or other unauthorized attempts by third parties to access, obtain, modify or delete our or our customers’ data. Any such breach could have a material adverse effect on our operating results and our reputation as a provider of business collaboration and communications solutions and could subject us to significant penalties and negative publicity, as well as government investigations and claims for damages or injunctive relief under state, federal and foreign laws or contractual agreements.

We also depend on third parties for hardware and software, and our consumer services depend on third parties for content. Such products and content could contain defects or inaccurate information. Problems arising from our use of such hardware or software or third party content could require us to incur significant costs or divert the attention of our technical or other personnel from our product development efforts or to manage issues related to content. To the extent any such problems require us to replace such hardware or software we may not be able to do so on acceptable terms, if at all.

We depend on the continued viability of the infrastructure of the Internet.

To the extent that the Internet continues to experience growth in the number of users and frequency of use by consumers resulting in increased bandwidth demands, we cannot assure you that the infrastructure for the Internet will be able to support the demands placed upon it. The Internet has experienced outages and delays as a result of damage to portions of its infrastructure. Outages or delays could adversely affect online sites, email and the level of traffic on the Internet. The Internet is also subject to continued and ongoing cyber-attacks and related conduct, which affect all online businesses. We also depend on Internet service providers that provide our customers and Internet users with access to the LivePerson services. In the past, users have experienced difficulties due to system failures unrelated to our service. In addition, the Internet could lose its viability due to delays in the adoption of new standards and protocols required to handle increased levels of Internet activity. Insufficient availability of telecommunications services to support the Internet also could result in slower response times and negatively impact use of the Internet generally, and our customers’ sites (including their use of the Conversational Cloud) in particular. If the infrastructure of the Internet does not effectively support the growth of the Internet, we may not maintain profitability and our business, results of operations and financial condition will suffer.

Technological or other defects could disrupt or negatively impact our services, which could harm our business and reputation.

We face risks related to the technological capabilities of our services. We expect the number of interactions between our customers’ operators and consumers over our system to increase significantly as we expand our customer base. Our network hardware and software may not be able to accommodate this additional volume. Additionally, we must continually upgrade our software to improve the features and functionality of our services in order to be competitive in our markets. If future versions of
28


our software contain undetected errors, our business could be harmed. If third-party content is flawed, our business could be harmed. As a result of software upgrades at LivePerson, our customer sites have, from time to time, experienced slower than normal response times and interruptions in service. If we experience system failures or degraded response times, our reputation and brand could be harmed. We may also experience technical problems in the process of installing and initiating the LivePerson services on new web hosting services. These problems, if not remedied, could harm our business.

Our services also depend on complex software which may contain defects, particularly when we introduce new versions onto our servers. We may not discover software defects that affect our new or current services or enhancements until after they are deployed. It is possible that, despite testing by us, defects may occur in the software. These defects could result in:
damage to our reputation;
lost sales;
contract terminations;
loss of market share;
delays in or loss of market acceptance of our products; and
unexpected expenses and diversion of resources to remedy errors.

Our products are complex, and errors, failures or “bugs” may be difficult to correct.

Our products are complex, integrating hardware, software and elements of a customers’ existing infrastructure. Despite quality assurance testing conducted prior to the release of our products our software may contain “bugs” that are difficult to detect and fix. Any such issues could interfere with the expected operation of a solution, which might negatively impact customer satisfaction, reduce sales opportunities or affect gross margins. Depending upon the size and scope of any such issue, remediation may have a negative impact on our business. Our inability to cure an application or product defect, should one occur, could result in the failure of an application or product line, damage to our reputation, litigation and/or product reengineering expenses. Our insurance may not cover or may be insufficient to cover expenses associated with such events.

Failure to license necessary third party software for use in our products and services, or failure to successfully integrate third party software, could cause delays or reductions in our sales, or errors or failures of our service.

We license third party software that we plan to incorporate into our products and services. In the future, we might need to license other software to enhance our products and meet evolving customer requirements. These licenses may not continue to be available on commercially reasonable terms or at all. Some of this technology could be difficult to replace once integrated. The loss of, or inability to obtain, these licenses could result in delays or reductions of our products and services until we identify, license and integrate or develop equivalent software, and new licenses could require us to pay higher royalties. If we are unable to successfully license and integrate third party technology, we could experience a reduction in functionality and/or errors or failures of our products, which may reduce demand for our products and services.

Third-party licenses may expose us to increased risks, including risks associated with the integration of new technology, the impact of new technology integration on our existing technology, open source software disclosure requirements, the diversion of resources from the development of our own proprietary technology, and our inability to generate revenue from new technology sufficient to offset associated acquisition and maintenance costs.

Our business is subject to the risks of earthquakes, fires, floods and other natural catastrophic events and to interruption by man-made problems such as terrorism or computer viruses.

Our systems and operations are vulnerable to damage or interruption from earthquakes, fires, floods, hurricanes, other acts of nature, power losses, telecommunications failures, terrorist attacks, acts of war, human errors, break-ins, cyber-attacks or failures, pandemics or other public health crises, or similar events. For example, a significant natural disaster, such as an earthquake, fire or flood, could have a material adverse impact on our business, operating results and financial condition, and our insurance coverage may be insufficient to compensate us for losses that may occur. In addition, acts of terrorism could cause disruptions in our business or the economy as a whole. Our headquarters are located in New York City and we have a significant employee presence located in Israel, each of which regions has experienced acts of terrorism in the past. Our servers may also be vulnerable to computer viruses, break-ins, cyber-attacks, such as coordinated denial-of-service attacks or ransomware, or other failures, and similar disruptions from unauthorized tampering with our computer systems, which could lead to interruptions, delays, loss of critical data or the unauthorized disclosure of confidential customer data. Although we have implemented security measures and disaster recovery capabilities, there can be no assurance that we will not suffer from business interruption, or unavailability or loss of data, as a result of any such events. As we rely heavily on our servers, computer and communications systems and the internet to conduct our business and provide high quality service to our
29


customers, such disruptions could negatively impact our ability to run our business, result in loss of existing or potential customers and increased expenses, and/or have an adverse effect on our reputation and the reputation of our products and services, any of which would adversely affect our operating results and financial condition.

Risks Related to Regulatory and Data Privacy Issues

Our business is subject to a variety of U.S. and international laws and regulations regarding privacy and data protection, and increased public scrutiny of privacy and security issues could result in increased government regulation, industry standards and other legal obligations that could adversely affect our business.

We collect, process, store and use personal data and other information generated during mobile and online messaging between brands and consumers and between experts and consumers. We post our privacy policies and practices on our websites and we also often include privacy commitments in our contracts. Our business is subject to numerous federal, state and international laws and regulations regarding privacy, data protection, personal information, security, data collection, storage, use and transfer, and the use of cookies and similar tracking technologies. To the extent that additional legislation regarding user privacy is enacted, such as legislation governing the collection and use of information regarding Internet or mobile users through the use of cookies or similar technologies, the effectiveness of our services could be impaired by restricting us from collecting or using information that may be valuable to our customers and/or exposing us to lawsuits or regulatory investigations. The foregoing could have a material adverse effect our business, results of operations and financial condition.

The scope of U.S. and international privacy laws and regulations is evolving and changing, subject to differing interpretations, may be costly to comply with, and may be inconsistent among countries and jurisdictions or conflict with other rules. As we expand our operations in these countries, our liability exposure and the complexity and cost of compliance with data and privacy requirements will likely increase. Any failure by us to comply with our posted privacy policies, applicable federal, state or international laws and regulations relating to data privacy and data protection, or the privacy commitments contained in our contracts, could result in proceedings against us by governmental entities, customers, consumers, watchdog groups or others, which could have a material adverse effect on our business, financial condition and results of operations. In addition, the increased attention focused upon liability as a result of lawsuits and legislative proposals and enactments could harm our reputation or otherwise impact the growth of our business.

Laws and practices regarding handling and use of personal and other information by companies have come under increased public scrutiny, and governmental entities, consumer agencies and consumer advocacy groups have called for, and in many instances, enacted increased regulation and changes in industry practices. For example, the European Union (“E.U.”) General Data Protection Regulation (“GDPR”), which became effective in May 2018, replacing the E.U. Data Protection Directive, imposes significantly greater compliance burdens on companies that control or process personal data of users primarily located in the E.U. and, for noncompliance, provides for considerable fines up to the higher of 20 million Euros or 4% of global annual revenue. European regulators have issued numerous fines pursuant to the GDPR. One material change is that data processors (as that term is defined by applicable E.U. data protection law) have direct obligations, including implementing technical and organizational measures, and are subject to enhanced notification rules. The GDPR also imposes certain technological requirements that may, from time to time, require us to make changes to our services to enable LivePerson and/or our customers to meet legal requirements and may impact how data protection is addressed in our customer and vendor agreements. Ensuring compliance with the GDPR is an ongoing commitment that involves substantial costs, and it is possible that despite our efforts, governmental authorities or third parties will assert that our services or business practices fail to comply. We also must require vendors that process personal data to take on additional privacy and security obligations, and some may refuse, causing us to incur potential disruption and expense related to our business processes. If our policies and practices, or those of our vendors, are, or are perceived to be, insufficient, we could be subject to enforcement actions or investigations by Data Protection Authorities (including in the EU) or lawsuits by private parties, and our business could be negatively impacted.

The E.U. has also released a proposed Regulation on Privacy and Electronic Communications (e-Privacy Regulation) to replace the E.U.’s Privacy and Electronic Communications Directive (e-Privacy Directive) to, among other things, better align with the GDPR, to amend the current e-Privacy Directive’s rules on the use of cookies and other tracking technologies, and to harmonize across current E.U. member state e-privacy data protection laws. Compliance with changes in laws and regulations related to privacy may require significant cost, limit the use and adoption of our services, and require material changes in our business practices that result in reduced revenue. Noncompliance could result in material fines and penalties, litigation, regulatory investigation and/or governmental orders requiring us to change our data practices, which could damage our reputation and harm our business.

Additionally, as web and mobile commerce continues to evolve, regulation by federal, state and foreign governments or agencies in the areas of data privacy and data security is likely to increase. For instance, recent legal developments in Europe have created complexity and regulatory compliance uncertainty regarding certain transfers of personal information from the
30


European Economic Area (the “EEA”) to the United States and certain other third countries. For example, on July 16, 2020, the Court of Justice of the European Union (“CJEU”) invalidated the E.U.-U.S. Privacy Shield Framework (the “E.U.-U.S. Privacy Shield”) under which personal information could be transferred from the EEA to U.S. entities who had self-certified under the Privacy Shield program. While the CJEU upheld the adequacy of E.U.-specified standard contractual clauses as an adequate personal information transfer mechanism, it made clear that reliance on them alone may not necessarily be sufficient in all circumstances and that their use must be assessed on a case-by-case basis taking into account the surveillance laws in and the right of individuals afforded by, the destination country. The CJEU went on to state that, if the competent supervisory authority believes that the standard contractual clauses cannot be complied with in the destination country and the required level of protection cannot be secured by other means, such supervisory authority is under an obligation to suspend or prohibit that transfer unless the data exporter has already done so itself. Similarly, on September 8, 2020, the Swiss Data Protection Authority announced in a position statement that it no longer considers the Swiss-U.S. Privacy Shield adequate for the purpose of transferring personal data from Switzerland to the United States.

We rely on a mixture of mechanisms to govern the transfer of personal data from our E.U. business to the U.S. and are continuing to evaluate what additional mechanisms may be required to establish adequate safeguards for the cross-border transfer of personal data. In November 2020, the European Commission released a draft set of new standard contractual clauses. It is unclear when the new contractual standards may be approved and what additional changes will be made, however we will ultimately need to be prepared to adopt and comply with them in order to legitimize data transfers between E.U. and the U.S. As supervisory authorities issue further guidance on personal data export mechanisms, including circumstances where the standard contractual clauses cannot be used and/or start taking enforcement action, we could incur increased costs, lower revenue, reduced efficiency, and greater difficulty in competing with foreign-based firms. Failure to comply with existing or new rules may result in significant penalties or orders to stop the alleged noncompliant activity.

Moreover, if we are otherwise unable to transfer personal data or information between and among countries and regions in which we operate, it could affect how we provide our services and could adversely impact our financial results.

On January 31, 2020, the United Kingdom (“U.K.”) withdrew its membership from the European Union (“E.U.”), which is commonly referred to as “Brexit.” In the U.K., Brexit has created uncertainty with regard to the regulation of data protection. In particular, while the Data Protection Act of 2018, which implements and complements the GDPR achieved Royal Assent on May 23, 2018 and is now effective in the United Kingdom, it is still unclear whether transfer of personal data from the EEA to the United Kingdom will remain lawful under the GDPR after Brexit. In December 2020, the Brexit Trade and Cooperation Agreement (“TCA”) established a four- to six-month grace period during which transfers of personal data from the E.U. to the U.K. can continue without additional safeguards, provided that the U.K. maintains its pre-TCA data protection laws. On February 19, 2021, the European Commission released a draft adequacy decision for review by the European Data Protection Board. If adopted, that decision would permit the continued flow of personal data between the U.K. and the E.U. However, it is unclear how data transfers to and from the U.K. will be regulated after the grace period expires and whether or not the U.K. will receive a final adequacy decision from the European Commission permitting cross-border data transfer from the E.U. to the U.K. In addition, we cannot fully predict how the Data Protection Act and other U.K. data protection laws or regulations may develop in the medium to longer term.

In addition to the changing regulatory landscape in the E.U. and the U.K., in June 2018, the State of California legislature passed the California Consumer Privacy Act of 2018 (“CCPA”), which came into effect in January of 2020. The CCPA gives California residents new data privacy rights, allows consumers to opt out of certain data sharing with third parties, and provides a new private cause of action for data breaches. Moreover, a new privacy law, the California Privacy Rights Act (“CPRA”), was approved by voters in California in a ballot proposition in the November 3, 2020 election. The CPRA will significantly modify the CCPA, and will impose additional data protection obligations on companies doing business in California, potentially resulting in further complexity and requiring us to incur additional costs and expenses in an effort to comply. We also may be subject to additional compliance obligations as other states consider and adopt similar legislation.

In addition to government activity, privacy advocacy and other industry groups have established and may continue to establish new self-regulatory standards that may place additional burdens on us. If our privacy practices are deemed unacceptable by watchdog groups or privacy advocates, such groups may take measures that harm our business by, for example, disparaging our reputation and our business, which may have a material adverse effect on our results of operations and financial condition. In addition, privacy concerns may cause consumers to avoid online sites that collect various forms of data or to resist providing the data necessary to allow our customers to use our services effectively. Even the perception of data security and data privacy concerns, whether or not valid, could inhibit sales and market acceptance of our products and services.




31


Our business is subject to a variety of U.S. and foreign laws, and existing, new and developing regulatory or other legal requirements could subject us to claims or materially impact our business.

We and our customers are subject to a number of laws and regulations in the United States and abroad, including laws related to conducting business on the Internet or mobile devices, such as laws regarding data privacy, data protection, information security, cybersecurity, restrictions or technological requirements regarding the collection, use, storage, protection, transfer or other processing of consumer data, content, consumer protection, internet (or net) neutrality, advertising, electronic contracts, taxation, provision of online payment services (including credit card processing), and intellectual property rights, which are continuously evolving and developing. Because our services are accessible worldwide, certain foreign jurisdictions may claim that we are required to comply with their laws, even if we do not have a local entity, employees or infrastructure. Foreign data protection, privacy, and other laws and regulations may often be more restrictive than those in the United States. The scope and interpretation of the laws and other obligations that apply to us, including those related to user privacy and data security, are often uncertain and may be conflicting, particularly laws and obligations outside the United States. There is a risk that these laws may be interpreted and applied differently in any given jurisdiction in a manner that is not consistent with our current practices, which could cause us to incur substantial cost and could negatively impact our brand, reputation and business.

Businesses using our products and services may collect data from their users. Various federal, state and foreign government bodies and agencies impose laws regarding collection, use, storage, retention, disposal, transfer or other processing of data from website visitors. We offer our customers a variety of data security procedures and practices, such as encryption for data at rest and masking algorithms for sensitive data prior to transfer to our database, in an effort to protect information. Changes to applicable laws and how they are interpreted relating to privacy and data security could significantly increase the cost to us and our customers of regulatory compliance and could negatively impact our business.

For instance, some states in the United States have enacted legislation designed to protect consumer privacy by prohibiting the distribution of “spyware” over the Internet. Such legislation typically focuses on restricting the proliferation of software that, when installed on an end user’s computer, is used to intentionally and deceptively take control of the end user’s machine. We do not believe that the data monitoring methods that we employ constitute “spyware” or are prohibited by applicable laws. However, federal, state and foreign laws and regulations, many of which can be enforced by government entities or private parties, are constantly evolving and can be subject to significant changes in application and interpretation. If, for example, the scope of the previously mentioned “spyware” legislation were changed to include web analytics, such legislation could apply to the technology we use and potentially restrict our ability to conduct our business.

Further, various federal, state and foreign government bodies and agencies are highly focused on consumer protection initiatives, particularly in light of the increase in new technologies and services that incorporate or use bots, artificial intelligence and/or machine learning. For example, the California B.O.T. Act came into effect in July 2019 and requires that companies using bots on platforms with more than 10 million unique monthly visitors from the U.S. use clear and conspicuous disclosure to inform consumers that they are not speaking to a human. Similar bills entitled the “Bot Disclosure and Accountability Act of 2019” were introduced to the U.S. House and Senate in July 2019. Regulation in this area could impact how businesses use our products and services to interact with consumers and how we provide our services to our customers. AI tools can also present unique technological and legal challenges, such as the possibility of insufficient data sets, or data sets that contain biased information, which can negatively impact the decisions, predictions or analyses that AI applications produce. Deficiencies such as these could cause us reputational harm and subject us to legal liability, including claims of product liability, breach of warranty or negligence.

In addition, regulatory authorities and governments around the world are considering a number of legislative and regulatory proposals concerning privacy, collection and use of website visitor data, data storage, data protection, the “right to be forgotten,” content regulation, cybersecurity, government access to personal information, online advertising, email and other categories of electronic spam, and other matters that may be applicable to our business. Compliance with these laws may require substantial investment or may be technologically challenging for us. For example, some jurisdictions, including in the United States, are considering whether the collection of anonymous data may invade the privacy of website visitors. If laws or regulations are enacted that limit data collection or use practices related to anonymous data, we and/or our customers may be required to obtain the express consent of web visitors in order for our technology to perform certain basic functions that are based on the collection and use of technical data. Requirements that a website must first obtain consent from its web visitors before using our technology could reduce the amount and value of the services we provide to customers, which might impede sales and/or cause some existing customers to discontinue using our services.

It is also likely that, as our business grows and evolves, an increasing portion of our business shifts to mobile, and our solutions are offered and used in a greater number of countries, we will become subject to laws and regulations in additional jurisdictions. We may need to expend considerable effort and resources to develop new product features and/or procedures to comply with any such legal requirements. It is difficult to predict how existing laws will apply to our business and what new laws and legal obligations we may become subject to. If we are not able to comply with these laws or other legal obligations, or
32


if we become liable under them, we may be forced to implement material changes to our business practices, delay release of new and enhanced services and expend substantial resources, which would negatively affect our business, financial condition and results of operations. In addition, any increased attention focused on liability issues, or as a result of regulatory fines or lawsuits, could harm our reputation or otherwise impact the growth of our business. Any costs incurred as a result of this potential liability could harm our business and operating results.

We monitor pending legislation and regulatory initiatives to ascertain relevance, analyze impact and develop strategic direction surrounding regulatory trends and developments. Due to shifting economic and political conditions, tax policies or rates in various jurisdictions may be subject to significant change. A range of other proposed or existing laws and new interpretations of existing laws could have an impact on our business. For example:

Government agencies and regulators have reviewed, are reviewing and will continue to review, the personal data handling practices of companies doing business online, including privacy and security policies and practices. This review may result in new laws or the promulgation of new regulations or guidelines that may apply to our products and services. For example, the State of California and other states have passed laws relating to disclosure of companies’ practices with regard to Do-Not-Track signals from Internet browsers, the ability to delete information of minors, and new data breach notification requirements. The CCPA, California’s new consumer privacy legislation, came into effect in January 2020. Outside the E.U. and the United States, a number of countries have adopted or are considering privacy laws and regulations that may result in significant greater compliance burdens. Existing and proposed laws and regulations regarding cybersecurity and monitoring of online behavioral data, such as proposed “Do Not Track” regulations, regulations aimed at restricting certain targeted advertising practices and collection and use of data from mobile devices, new and existing tools that allow consumers to block online advertising and other content, and other proposed online privacy legislation could potentially apply to some of our current or planned products and services. Existing and proposed laws and regulations related to email and other categories of electronic spam could impact the delivery of commercial email and other electronic communications by us or on behalf of customers using our services.

The Federal Trade Commission (“FTC”) in particular has aggressively investigated and brought enforcement actions against companies that fail to comply with their privacy or data security commitments to consumers, or fail to comply with regulations or statutes such as the Children's Online Privacy Protection Act. Any investigation or review of our practices may require us to make changes to our products and policies, which could harm our business. Currently there are many proposals by lawmakers and industry groups in this area, both in the United States and overseas, which address the collection, maintenance and use of personal information, web browsing and geolocation data, and establish data security and breach notification requirements. Further, regulators and industry groups have also released self-regulatory principles and guidelines for various data privacy and security practices. Given that this is an evolving and unsettled area of regulation, the imposition of any new significant restrictions or technological requirements could have a negative impact on our business.

Various governmental bodies and many customers and businesses are increasingly focused on environmental, social and governance issues, which has in the past resulted, and may in the future continue to result, in the adoption of new laws and regulations and changing buying practices. If we fail to keep pace with these developments, our reputation and results of operations could be adversely impacted.

We might unintentionally violate such laws now or in the future; such laws or their interpretation or application may be modified; and new laws may be enacted in the future. Any such developments could subject us to legal liability exposure, and harm our business, operating results and financial condition.

We may be subject to governmental export controls and economic sanctions regulations that could impair our ability to compete in international markets due to licensing requirements and could subject us to liability if we are not in compliance with applicable laws.

Certain of our products and services may be subject to export control and economic sanctions regulations, including the U.S. Export Administration Regulations, U.S. Customs regulations and various economic and trade sanctions regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Control. Exports of our products and the provision of our services must be made in compliance with these laws and regulations. If we fail to comply with these laws and regulations, we and certain of our employees could be subject to substantial civil or criminal penalties, including: the possible loss of export privileges; fines, which may be imposed on us and responsible employees or managers; and, in extreme cases, the incarceration of responsible employees or managers. Obtaining the necessary authorizations, including any required license, for a particular deployment may be time-consuming, is not guaranteed and may result in the delay or loss of sales opportunities. In addition, changes in our products or services, or changes in applicable export or economic sanctions regulations may create delays in the introduction and deployment of our products and services in international markets, or, in some cases, prevent the export of our products or provision of our services to certain countries or end users. Any change in export or economic sanctions regulations, shift in the enforcement or scope of existing regulations, or change in the countries, governments, persons or technologies
33


targeted by such regulations, could also result in decreased use of our products and services, or in our decreased ability to export our products or provide our services to existing or prospective customers with international operations. Any decreased use of our products and services or limitation on our ability to export our products and provide our services could adversely affect our business, results of operations and financial condition. Further, we incorporate encryption technology into certain of our products. Various countries regulate the import of certain encryption technology, including through import permitting and licensing requirements, and have enacted laws that could limit our customers’ ability to import our products into those countries. Encryption products and the underlying technology may also be subject to export control restrictions. Governmental regulation of encryption technology and regulation of exports of encryption products, or our failure to obtain required approval for our products, when applicable, could harm our international sales and adversely affect our revenue. Compliance with applicable regulatory requirements regarding the export of our products and provision of our services, including with respect to new releases of our products and services, may create delays in the introduction of our products and services in international markets, prevent our customers with international operations from deploying our products and using our services throughout their globally-distributed systems or, in some cases, prevent the export of our products or provision of our services to some countries altogether.

Industry-specific regulation is evolving and unfavorable industry-specific laws, regulations or interpretive positions could harm our business.

Our customers and potential customers do business in a variety of industries, including financial services, the public sector, healthcare and telecommunications. Regulators of various industries have adopted and may in the future adopt regulations or interpretive positions regarding the use of cloud computing and other outsourced services. The costs of compliance with, and other burdens imposed by, industry-specific laws, regulations and interpretive positions may limit our customers’ use and adoption of our services and reduce overall demand. For example, some financial services regulators have imposed guidelines for use of cloud computing services that mandate specific controls or that require financial services providers to obtain regulatory approval prior to outsourcing certain functions. If we are unable to comply with these guidelines or controls, or if our customers are unable to obtain regulatory approval to use our service where required, our business may be harmed and we may be unable to conduct business with customers in such industries. In addition, an inability to satisfy the standards of certain third-party certification bodies that our customers may expect, such as the Payment Card Industry (PCI) Data Security Standards, may have an adverse impact on our business. If we are unable in the future to achieve or maintain these industry-specific certifications or comply with other similar requirements or standards that are relevant to our customers, our business and our revenue may be adversely impacted.

In some cases, industry-specific laws, regulations or interpretive positions may also apply directly to us as a service provider. Any failure or perceived failure by us to comply with such requirements could have a material adverse impact on our business and results of operations.

In addition, we may become subject to additional regulatory and compliance burdens as we expand our product offerings into new conversational businesses. For example, we recently launched a new conversational banking initiative. While we are relying on the banking license of a third party and certain of their compliance programs for this initiative, if we or our partner fail to comply with applicable laws, rules and regulations, fail to successfully manage our regulatory or compliance obligations, or fail to obtain and maintain required licenses, we could be subject to fines and/or proceedings by governmental agencies, regulatory bodies, and/or private litigation, which could materially and adversely affect our business, financial condition and results of operations.

Future regulation of the Internet or mobile devices may slow our growth, resulting in decreased demand for our services and increased costs of doing business.

State, federal and foreign regulators could adopt laws and regulations that impose additional burdens on companies that conduct business online or that adversely affect the growth or use of the Internet or mobile commerce. For example, these laws and regulations could discourage communication by e-mail or other web-based communications, particularly targeted e-mail of the type facilitated by our services, which could reduce demand for our services. Laws or regulations that affect the use of the Internet or mobile devices, including but not limited to laws affecting net neutrality could also decrease demand for our services and increase our costs. Some jurisdictions have adopted regulations prohibiting certain forms of discrimination by Internet access providers; however, substantial uncertainty exists in the United States and elsewhere. For example, in the United States, the Federal Communications Commission repealed net neutrality rules effective June 11, 2018, which could lead internet access providers to restrict, block, degrade or charge for access to our products and services. Further, regulatory focus on data privacy, data security and consumer protection continues to expand on a worldwide basis and is becoming more complex, which will increase the risks to our business on reputational, operational, and compliance bases.

The continued growth and development of the market for online services may prompt calls for more stringent consumer protection laws or laws that will inhibit the use of Internet-based or mobile-based communications or the information contained
34


in these communications or the ways in which information may be collected, stored, used and transferred in the course of providing services. For example, in the United States, the CAN-SPAM Act regulates the transmission and content of commercial emails, and, among other things, obligates the sending of such emails to provide recipients with the ability to opt-out or unsubscribe and other requirements; and the Children’s Online Privacy Protection Act regulates the ability of certain online services to collect or use certain categories of information from children under age 13 absent parental consent. The adoption of any additional laws or regulations, or changes to existing laws or regulations, may decrease the expansion of the Internet or smartphone usage. A decline in the growth of the Internet or smartphone usage, particularly as it relates to online communication, could decrease demand for our services and increase our costs of doing business, or otherwise harm our business. Any new legislation or regulations, application of laws and regulations from jurisdictions whose laws do not currently apply to our business, or application of existing laws and regulations to the Internet, mobile and other online services could increase our costs and harm our growth.

Risks Related to our Intellectual Property

Our products and services may infringe upon intellectual property rights of third parties and any infringement could require us to incur substantial costs and may distract our management.

We have had patent and other infringement lawsuits filed against us claiming that certain of our products and services infringe third party intellectual property rights, and we are subject to the future risk of additional third party claims alleging infringement against us or against our customers for use of our products and services. Many of our customer and partner contracts, including certain suppliers, contain indemnification obligations requiring us to indemnify our customers from certain claims against them or arising from the use of our services. Substantial litigation regarding intellectual property rights exists in the software industry. In the ordinary course of our business, our services and/or our customers’ use of our services may be increasingly subject to third-party infringement claims as claims by non-practicing entities become more prevalent and the number of competitors in our industry segment grows and the functionality of services in different industry segments overlaps. Some of our competitors in the market for digital engagement technology, and/or web and mobile based consumer-facing services or other third parties may have filed or may intend to file patent applications covering aspects of their technology and have asserted and may in the future assert claims against us. Any claims alleging infringement of third-party intellectual property rights could require us to spend significant amounts in litigation (even if the claim is invalid), distract management from other tasks of operating our business, pay substantial damage awards, prevent us from selling our products, delay delivery of our services, require the development of non-infringing software, technology, business processes, systems or other intellectual property (none of which might be successful), or limit our ability to use the intellectual property that is the subject of any of these claims, unless we enter into license agreements with the third parties (which may be costly, unavailable on commercially reasonable terms, or not available at all). Therefore, any such claims could have a material adverse effect on our business, results of operations, cash flows and financial condition.

Our business and prospects would suffer if we are unable to protect and enforce our intellectual property rights.

Our success and ability to compete depend, in part, upon the protection of our intellectual property rights relating to the technology underlying our services. We rely on a combination of patent, copyright, trade secret, trademark and other common law protections in the United States and other jurisdictions, as well as confidentiality requirements and contractual provisions, to protect our proprietary technology, processes and other intellectual property. We own a portfolio of patents and patent applications in the United States and internationally and regularly file patent applications to protect intellectual property that we believe is important to our business, including intellectual property related to digital engagement technology, and/or web and mobile based consumer-facing services. We believe the duration of our patents is adequate relative to the expected lives of our products and services. We pursue the registration of our domain names, trademarks and trade names in the United States and in certain locations outside the United States. We also own copyrights, including in our software, publications and other documents authored by us. These intellectual property rights are important to our business and marketing efforts. We seek to protect our intellectual property rights by relying on federal, state, and common law rights, including registration, or otherwise in the United States and certain foreign jurisdictions, as well as contractual restrictions. However, we believe that factors such as the technological and creative skills of our personnel, new service developments, frequent enhancements and reliable maintenance are more essential to establishing and maintaining a competitive advantage. Others may develop technologies that are similar or superior to our technology. We enter into confidentiality and other written agreements (including invention assignment agreements) with our employees, consultants, customers, potential customers, strategic partners, and other third parties, and through these and other written agreements, we attempt to control access to and distribution of our software, documentation and other proprietary information. Despite our efforts to protect our proprietary rights, third parties may, in an unauthorized manner, attempt to use, copy or otherwise obtain and market or distribute our intellectual property rights or technology or otherwise develop a service with the same functionality as our services. Policing unauthorized use of our services and intellectual property rights is difficult, and we cannot be certain that the steps we have taken will prevent misappropriation of our technology or intellectual property rights, particularly in foreign countries where we do business, where our services are
35


sold or used, where the laws may not protect proprietary rights as fully as do the laws of the United States or where enforcement of laws protecting proprietary rights is not common or effective.

The duration of the protection afforded to our intellectual property depends on the type of property in question, the laws and regulations of the relevant jurisdiction and the terms of its license agreements with others. With respect to our trademarks and trade names, trademark laws and rights are generally territorial in scope and limited to those countries where a mark has been registered or protected. While trademark registrations may generally be maintained in effect for as long as the mark is in use in the respective jurisdictions, there may be occasions where a mark or title is not registrable or protectable or cannot be used in a particular country. In addition, a trademark registration may be cancelled or invalidated if challenged by others based on certain use requirements or other limited grounds. The duration of property rights in trademarks, service marks and tradenames in the United States, whether registered or not, is predicated on our continued use.

It is possible that:
• any issued patent or patents issued in the future may not be broad enough to protect our intellectual property rights;
• any issued patent or any patents issued in the future could be successfully challenged by one or more third parties, which could result in our loss of the right to prevent others from exploiting the inventions claimed in the patents;
• current and future competitors may independently develop similar technologies, duplicate our services or design around any patents we may have; and
• effective intellectual property protection may not be available in every country in which we do business, where our services are sold or used, where the laws may not protect proprietary rights as fully as do the laws of the United States or where enforcement of laws protecting proprietary rights is not common or effective.

Further, to the extent that the invention described in any United States patent was made public prior to the filing of the patent application, we may not be able to obtain patent protection in certain countries. We also rely upon copyright, trade secret, trademark and other common law in the United States and other jurisdictions, as well as confidentiality procedures and contractual provisions, to protect our proprietary technology, processes and other intellectual property. Any steps we might take may not be adequate to protect against infringement and misappropriation of our intellectual property by third parties. Similarly, third parties may be able to independently develop similar or superior technology, processes or other intellectual property. Third parties may register marks that are confusingly similar to the trademarks or services marks that we have used in the United States and our failure to monitor foreign registrations or mark usage may impact out rights in certain trademarks or services marks. Policing unauthorized use of our services and intellectual property rights is difficult, and we cannot be certain that the steps we have taken will prevent misappropriation of our technology or intellectual property rights, particularly in foreign countries where we do business, where our services are sold or used, where the laws may not protect proprietary rights as fully as do the laws of the United States or where enforcement of laws protecting proprietary rights is not common or effective. The unauthorized reproduction or other misappropriation of our intellectual property rights could enable third parties to benefit from our technology without paying us for it. If this occurs, our business, results of operations and financial condition could be materially and adversely affected. In addition, disputes concerning the ownership or rights to use intellectual property could be costly and time-consuming to litigate, may distract management from operating our business and may result in our loss of significant rights.

Issues in the use of AI in our product offerings may result in reputational harm or liability.

We have built, and will continue to build, AI into many of our product offerings and we expect this element of our business to grow. We envision a future in which AI operating in our devices, applications and the cloud helps our customers be more productive in their business activities and interactions with consumers. As with many disruptive innovations, AI presents risks and challenges that could affect its adoption, and therefore our business. AI algorithms may be flawed. Datasets may be insufficient or contain biased information. Inappropriate or controversial data practices by us or others could impair the acceptance of AI solutions. These deficiencies could undermine the decisions, predictions, or analysis AI applications produce, subjecting us to competitive harm, legal liability, and brand or reputational harm. Some AI scenarios present ethical issues. If we enable or offer AI solutions that are controversial because of their impact on human rights, privacy, employment, or other social issues, we may experience a material adverse effect on our business, results of operations and cash flows.

We may be subject to legal liability and/or negative publicity for the services provided to consumers via our technology platforms.

Our technology platforms enable representatives of our customers as well as individual service providers to communicate with consumers and other persons seeking information or advice on the web or via mobile devices. The law relating to the liability of online platform providers such as us for the activities of users of their online platforms is often challenged in the United States and internationally. We may be unable to prevent users of our technology platforms from providing negligent, unlawful or inappropriate advice, information or content via our technology platforms, or from behaving in
36


an unlawful manner, and we may be subject to allegations of civil or criminal liability for negligent, fraudulent, unlawful or inappropriate activities carried out by users of our technology platforms.

Claims could be made against online services companies under both United States and foreign law, such as fraud, defamation, libel, invasion of privacy, negligence, data breach, copyright or trademark infringement, or other theories based on the nature and content of the materials disseminated by users of our technology platforms. In addition, domestic and foreign legislation has been proposed that could prohibit or impose liability for the transmission over the Internet of certain types of information. Our defense of any of these actions could be costly and involve significant time and attention of our management and other resources.

The Digital Millennium Copyright Act, or DMCA, is intended, among other things, to reduce the liability of online service providers for transmitting or storing materials that infringe copyrights of others or referring, listing or linking to third party web properties that include materials that infringe copyrights of others. Additionally, Section 230 of the Communications Decency Act, or CDA, is intended to provide statutory protections to online service providers who host or distribute third party content. A safe harbor for copyright infringement is also available under the DMCA to certain online service providers that provide specific services, if the providers take certain affirmative steps as set forth in the DMCA. There are various Congressional efforts to restrict the scope of the protections from liability for service providers in certain circumstances. Important questions regarding the safe harbor under the DMCA and the CDA have yet to be litigated, and we cannot guarantee that we will meet the safe harbor requirements of the DMCA or of the CDA. If we are not covered by a safe harbor, for any reason, we could be exposed to claims, which could be costly and time-consuming to defend.

Our consumer service allows consumers to provide feedback regarding service providers. Although all such feedback is generated by users and not by us, claims of defamation or other injury could be made against us for content posted on our websites. Our liability for such claims may be higher in jurisdictions outside the United States where laws governing Internet or mobile transactions are unsettled.

If we become liable for information provided by our users and carried via our service in any jurisdiction in which we operate, we could be directly harmed and we may be forced to implement new measures to reduce our exposure to this liability. In addition, the increased attention focused upon liability issues as a result of these lawsuits and legislative proposals could harm our reputation or otherwise impact the growth of our business. Any costs incurred as a result of this potential liability could harm our business.

In addition, negative publicity and user sentiment generated as a result of fraudulent or deceptive conduct by users of our technology platforms could damage our reputation, reduce our ability to attract new users or retain our current users, and diminish the value of our brand.

In the future, we may be required to spend substantial resources to take additional protective measures or discontinue certain service offerings, either of which could harm our business. Any costs incurred as a result of potential liability relating to the sale of unlawful services or the unlawful sale of services could harm our business. In addition to legislation and regulations relating to privacy and data security and collection, we may be subject to consumer protection laws that are enforced by regulators such as the FTC and private parties, and include statutes that regulate the collection and use of information for marketing purposes. Any new legislation or regulations regarding the Internet, mobile devices, software sales or export and/or the cloud or Software-as-a-Service industry, and/or the application of existing laws and regulations to the Internet, mobile devices, software sales or export and/or the cloud or Software-as-a-Service industry, could create new legal or regulatory burdens on our business that could have a material adverse effect on our business, results of operations and financial condition. Additionally, as we operate outside the United States, the international regulatory environment relating to the Internet, mobile devices, software sales or export, and/or the Software-as-a-Service industry could have a material adverse effect on our business, results of operations and financial condition.


Risks Related to our International Operations and Tax Issues

Our results of operations may be adversely impacted due to our exposure to foreign currency exchange rate fluctuations.

We conduct business in currencies other than the U.S. dollar in Europe, Australia, Japan and Israel. As we continue to expand our international operations we become more exposed to the effects of fluctuations in currency exchange rates. As a result of the expanding size and scope of our international operations, our currency rate fluctuation risk associated with the exchange rate movement of the U.S. dollar has increased.

Since we conduct business in currencies other than the U.S. dollar but report our financial results in U.S. dollars, fluctuations in currency exchange rates could adversely affect our results of operations. For example, during the year ended
37


December 31, 2020, we experienced a foreign currency exchange impact of approximately 0.6% percent, or approximately $2.2 million if held in constant currency, to our revenue. Fluctuations in the value of the U.S. dollar relative to other foreign currencies could materially affect our revenue, cost of revenue and operating expenses, and result in foreign currency transaction gains and losses. In January 2015, we began hedging a portion of our foreign currency exchange rate exposure; however, significant fluctuations in exchange rates between the U.S. dollar and foreign currencies may nonetheless adversely affect our net income (loss). As of December 31, 2019, we are no longer party to any foreign currency hedging transactions. We may seek to enter into additional hedging transactions in the future or to use financial instruments, such as derivative financial instruments, to mitigate risk, but we may be unable to enter into them successfully, on acceptable terms or at all. Additionally, these programs rely on our ability to forecast accurately and could expose us to additional risks that could adversely affect our financial condition and results of operations. We cannot predict whether or not we will incur foreign exchange losses in the future. To the extent the international component of our revenues grows, our results of operations will become more sensitive to foreign exchange rate fluctuations.

Economic conditions and regulatory changes caused by the United Kingdom’s exit from the European Union could negatively impact our business.

On January 31, 2020, the United Kingdom (“U.K.”) withdrew its membership from the European Union (“E.U.”), which is commonly referred to as “Brexit.” Pursuant to the withdrawal arrangements entered into between the U.K. and the E.U. in connection with Brexit, the U.K. was no longer a part of the E.U. at the end of the transition period on December 31, 2020. While the U.K. has for the most part chosen to retain existing E.U. law and on December 24, 2020 the U.K. and E.U. agreed to a trade and cooperation agreement which took provisional effect from January 1, 2020, the longer term economic, legal, political and social implications for the U.K. and the E.U. remain unclear and may lead to ongoing political, regulatory and economic uncertainty and periods of exacerbated volatility in both the U.K. and in wider European markets for some time. Such uncertainty may have a material adverse effect on our ability to operate in the U.K. and the E.U.

Brexit has resulted in significant volatility in global stock market and currency exchange rate fluctuations that resulted in strengthening of the U.S. dollar relative to other foreign currencies in which we conduct business and global economic uncertainty. The continuing uncertainty may cause our customers to closely monitor their costs and reduce their spending budgets. This could negatively impact our business, including affecting our relationships with our existing and future customers, suppliers and employees.

Further volatility in exchange rates resulting from Brexit is expected to continue in the short term as a result of Brexit. We translate sales and other results denominated in foreign currency into U.S. dollars for our financial statements. During periods of a strengthening dollar, our reported international sales and earnings could be reduced because foreign currencies may translate into fewer U.S. dollars.

The longer term economic, legal, political and social implications of Brexit could potentially disrupt the markets we serve and the tax jurisdictions in which we operate and adversely change tax benefits or liabilities in these or other jurisdictions. They may also impact how we deliver our products and services to customers in the U.K. and in the E.U., which may cause us to lose customers, suppliers and/or employees and could result in increased operating expenses. In addition, Brexit could lead to further legal uncertainty and potentially divergent laws and regulations, as well as other adverse effects that we are unable to anticipate. Any of these effects of Brexit, among others, could negatively impact our business, results of operations, financial condition, cash flows and prospects.

We may be unsuccessful in expanding our operations internationally and/or into direct-to-consumer services due to additional regulatory requirements, tax liabilities, currency exchange rate fluctuations and other risks, which could adversely affect our results of operations.

In addition to our operations in the United States, we have operations in Australia, Bulgaria, Canada, France, Germany, Israel, Italy, Japan, Latin America, Netherlands, Singapore, Spain and the United Kingdom. We have also continued to invest in global messaging initiatives and in acquisitions. Our ability to continue to expand into international markets and in the online consumer market involves various risks, including the possibility that returns on such investments will not be achieved in the near future, or ever, and the difficulty of competing in markets with which we are unfamiliar.

Our international operations and direct-to-consumer services may also fail due to other risks inherent in foreign and/or online consumer operations, including:
• varied, unfamiliar, unclear and changing legal and regulatory restrictions, including different legal and regulatory standards applicable to Internet or mobile services, communications, privacy, and data protection;
• difficulties in staffing and managing foreign operations;
• differing intellectual property laws that may not provide sufficient protection for our intellectual property;
• adverse tax consequences or additional tax liabilities;
38


• difficulty in addressing country-specific business requirements and regulations, for instance, data privacy laws;
• fluctuations in currency exchange rates;
• strains on financial and other systems to properly administer VAT and other taxes;
• different consumer preferences and requirements in specific international markets; and
• international legal, compliance, political, regulatory or systemic restrictions, or other international governmental scrutiny, applicable to United States companies with sales and operations in foreign countries, including, but not limited to, possible compliance issues involving the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, and similar laws in other jurisdictions.

Our current and any future international expansion plans will require management attention and resources and may be unsuccessful. We may find it impossible or prohibitively expensive to continue expand internationally or we may be unsuccessful in our attempt to do so, and our results of operations could be adversely impacted. In addition, violations of any foreign laws or regulations could result in fines, criminal sanctions against us, our officers or our employees, prohibitions on the conduct of our business and damage to our reputation.

Our operations may expose us to greater than anticipated income, non-income and transactional tax liabilities, which could harm our financial condition and results of operations.

There is heightened scrutiny by fiscal authorities in many jurisdictions on the potential taxation of e-commerce businesses. The Organization for Economic Co-operation and Development (OECD) has issued guidelines, referred to as the Base Erosion and Profit Shifting project (BEPS), to its member-nations aimed at encouraging broad-based legislative initiatives intended to prevent perceived base erosion transactions and income shifting in a tax-advantaged manner. Further, for the past several years, the OECD has had a specific focus on the taxation implications of e-commerce business, generally referred by the OECD as the “digital economy.” In the fourth quarter of 2019, the OECD released details on its proposed approach which would, among other changes, create a new right to tax certain “digital economy” income not necessarily based on traditional nexus concepts nor on the “arm’s length principle.” At this point, there is a lack of consensus among the key members, particularly the United States, with the latest OECD proposal. The United States has expressed that it would generally support a solution along the lines proposed by the OECD only if the solution was in the form of a “safe-harbor” rather than a mandatory requirement. A failure to reach full consensus on an executable plan within the tight timeframe under which the OECD is operating could result in individual jurisdictions legislating digital tax provisions in an uncoordinated and unilateral manner, and further result in greater or even double taxation that companies may not have sufficient means to remedy. For example, a number of jurisdictions, including the U.K., France and Italy, have already adopted or have formally proposed legislation to effect the taxation of certain e-commerce business based on differing criteria and metrics. Efforts to alleviate this increased tax burden will increase the cost of structuring and compliance as well as the cost of doing business internationally. Any changes to the taxation of our international activities may increase our worldwide effective tax rate and adversely impact our financial position and results of operations.

Further, the prospective taxation by multiple jurisdictions of e-commerce businesses could subject us to exposure to withholding, sales, VAT and/or other transaction taxes on our past and future transactions in such jurisdictions where we currently or in the future may be required to report taxable transactions. A successful assertion by any jurisdiction that we failed to pay such withholding, sales, VAT or other transaction taxes, or the imposition of new laws requiring the registration for, collection of, and payment of such taxes, could result in substantial tax liabilities related to past, current and future sales, create increased administrative burdens and costs, discourage customers from purchasing content from us, or otherwise substantially harm our business and results of operations. We are currently subject to and in the future may become subject to additional compliance requirements for certain of these taxes. Changes in our exposure to withholding, sales, VAT and/or other transaction taxes could have an adverse impact on our financial condition in the future.

In addition, an increasing number of states have considered or adopted laws that attempt to impose tax collection obligations on out-of-state companies. In June 2018, the Supreme Court of the United States issued its decision in the matter of South Dakota v. Wayfair, Inc. This decision effectively reversed the 25-year-old “physical presence doctrine” previously established by the Supreme Court in Quill Corp. v. North Dakota, which required a minimum level of physical presence within a state before the state could impose an obligation to register and remit sales tax on revenue derived within that state. This decision may significantly increase the effort, resources and costs associated with the sales tax collection and compliance burden. Since the decision, a number of states have enacted sales tax enabling legislation which has had the effect of significantly expanding the liability of e-commerce companies to register, collect and remit state sales taxes from customers. A successful assertion by one or more states requiring us to collect taxes where we presently do not do so, or to collect more taxes in a jurisdiction in which we currently do collect some taxes, could result in substantial tax liabilities, including taxes on past sales, as well as penalties and interest. The imposition by state governments or local governments of sales tax collection obligations on out-of-state sellers could also create additional administrative burdens for us, put us at a competitive disadvantage if they do not impose similar obligations on our competitors, and decrease our future sales, which could have a material adverse effect on our business and results of operations.
39



Our ability to use our net operating losses to offset future taxable income may be subject to certain limitations.

As of December 31, 2020, we had federal net operating loss carryforwards (“NOLs”) of approximately $310.7 million which are available to offset future federal taxable income. In general, under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), a corporation that undergoes an “ownership change” (generally defined as a greater than 50-percentage-point cumulative change (by value) in the equity ownership of certain stockholders over a rolling three-year period) is subject to limitations on its ability to utilize its pre-change NOLs to offset post-change taxable income. Under Section 382 of the Code, our existing NOLs may be subject to limitations arising from previous ownership changes, and if we undergo an ownership change in the future, our ability to utilize NOLs could be further limited by Section 382 of the Code, or as a result of a corresponding provision of state law. Future changes in our stock ownership, some of which may be outside of our control, could result in an ownership change under Section 382 of the Code. Federal NOLs generated in taxable years ending on or before December 31, 2017, are eligible to be carried forward for up to 20 tax years (and carried back up to two tax years) following their incurrence. Federal NOLs generated in taxable years ending after December 31, 2017, are eligible to be carried forward indefinitely, but generally may only offset up to 80% of federal taxable income earned in a taxable year. As of December 31, 2020, approximately $41.2 million of our approximately $310.7 million of federal NOLs were generated in taxable years ending on or before December 31, 2017. If our ability to utilize federal NOLs were limited by Section 382 of the Code, it could result in NOLs generated on or before December 31, 2017, expiring unused. Our ability to utilize our NOLs is conditioned upon our maintaining profitability in the future and generating U.S. federal taxable income. Since we do not know whether or when we will generate the U.S. federal taxable income necessary to utilize our remaining NOLs, our NOLs generated on or prior to December 31, 2017 could expire unused.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security (CARES) Act was signed into law making several changes to the Code including, but not limited to, allowing companies to carryback certain NOLs and increasing the amount of NOL carryforwards that corporations can use to offset taxable income in the 2018 through 2020 taxable years. As a result of the CARES Act, we amended returns for net operating loss carrybacks available from 2013 to 2018 and for foreign tax, and research and development credit carrybacks from 2012 to 2013, resulting in refund claims of approximately $580,000.

Political, economic and military conditions in Israel could negatively impact our Israeli operations.

A substantial portion of our product development staff, help desk and online sales support operations are located in Israel. As of December 31, 2020, we had 325 full-time employees in Israel. Although substantially all of our sales to date have been made to customers outside Israel, we are directly influenced by the political, economic and military conditions affecting Israel. Since the establishment of the State of Israel in 1948, a number of armed conflicts have taken place between Israel and its neighboring countries, Hamas (an Islamist militia and political group that controls the Gaza Strip), Hezbollah (an Islamist militia and political group based in Lebanon) and other armed groups. Furthermore, Iran has threatened to attack Israel and may be developing nuclear weapons.

In addition, the State of Israel and Israeli companies have been subject to economic boycotts. Several countries still restrict business with the State of Israel and with Israeli companies. These restrictive laws and policies may have an adverse impact on our results of operations, financial condition or the expansion of our business. A campaign of boycotts, divestment, and sanctions has been undertaken against Israel, which could also adversely affect our business. Actual or perceived political instability in Israel or any negative changes in the political environment, may individually or in the aggregate adversely affect the Israeli economy and, in turn, our business, financial condition and results of operations.

Parties with whom we do business may sometimes decline to travel to Israel during periods of heightened unrest or tension, forcing us to make alternative arrangements when necessary in order to meet our business partners face to face. In addition, the political and security situation in Israel may result in parties with whom we have agreements involving performance in Israel claiming that they are not obligated to perform their commitments under those agreements pursuant to force majeure provisions in such agreements.

Further, shifting economic and political conditions in the United States and in other countries may result in changes in how the United States and other countries conduct business and other relations with Israel, which may have an adverse impact on our Israeli operations and a material adverse impact on our business.

Our commercial insurance may not cover losses that could occur as a result of events associated with the security situation in the Middle East. Any losses or damages incurred by us could have a material adverse effect on our business. Armed conflicts or political instability in the region could negatively affect our business and could harm our results of operations.

Continued hostilities between Israel and its neighbors and any future armed conflict, terrorist activity or political instability in the region could adversely affect our operations in Israel and adversely affect the market price of our securities. In
40


addition, escalation of tensions or violence might require more widespread military reserve service by some of our Israeli employees and might result in a significant downturn in the economic or financial condition of Israel, either of which could have a material adverse effect on our operations in Israel and our business.


Risks Related to our Outstanding Convertible Notes

Servicing our debt may require a significant amount of cash, and we may not have sufficient cash flow from our business to pay our indebtedness.

In March 2019, we issued $230.0 million in aggregate principal amount of 0.75% Convertible Senior Notes due 2024 in a private placement (the “2024 Notes”). The interest rate on the 2024 Notes is fixed at 0.75% per annum and is payable semi-annually in arrears on March 1 and September 1 of each year. In December 2020, we issued $517.5 million in aggregate principal amount of 0% Convertible Senior Notes due 2026 in a private placement (the “2026 Notes,” and together with the 2024 Notes, the “Notes”). The 2026 Notes do not bear any regular interest payments.

Our ability to make scheduled payments of the principal of, to pay interest on or to refinance our Notes or any additional future indebtedness depends on our future performance, which is subject to economic, financial, competitive and other factors beyond our control. Our business may not generate cash flow from operations in the future sufficient to service our debt and make necessary capital expenditures. If we are unable to generate such cash flow, we may be required to adopt one or more alternatives, such as selling assets, restructuring debt or obtaining additional debt financing or equity capital on terms that may be onerous or highly dilutive. Our ability to refinance our current or any future indebtedness will depend on the capital markets and our financial condition at such time. We may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on our debt obligations. In addition, any of our future debt agreements may contain restrictive covenants that may prohibit us from adopting any of these alternatives. Our failure to comply with these covenants could result in an event of default which, if not cured or waived, could result in the acceleration of our debt.

We may not have the ability to raise the funds necessary to settle conversions of the Notes in cash or to repurchase the Notes upon a fundamental change, and any future debt may contain limitations on our ability to pay cash upon conversion or repurchase of the Notes.

Holders of the Notes have the right to require us to repurchase all or a portion of their Notes upon the occurrence of a fundamental change before the maturity date at a fundamental change repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any. In addition, upon conversion of the Notes, unless we elect to deliver solely shares of our common stock to settle such conversion (other than paying cash in lieu of delivering any fractional share), we are required to make cash payments in respect of the Notes being converted. However, we may not have enough available cash or be able to obtain financing at the time we are required to make repurchases of Notes surrendered therefor or pay cash with respect to Notes being converted. In addition, our ability to repurchase Notes or to pay cash upon conversions of Notes may be limited by law, regulatory authority, or any agreements governing our future indebtedness. Our failure to repurchase Notes at a time when the repurchase is required by the indenture or to pay any cash upon conversions of Notes as required by the indenture would constitute a default under the indenture. A default under the indenture or the fundamental change itself could also lead to a default under agreements governing any future indebtedness. If the payment of the related indebtedness were to be accelerated after any applicable notice or grace periods, we may not have sufficient funds to repay the indebtedness and repurchase the Notes or to pay cash upon conversions of Notes.

Provisions in the indentures for the Notes may deter or prevent a business combination that may be favorable to you.

If a fundamental change occurs prior to the maturity date of the Notes, the holders of the Notes will have the right, at their option, to require us to repurchase all or a portion of their Notes. In addition, if a make-whole fundamental change occurs prior the maturity date of the Notes, we will in some cases be required to increase the conversion rate for a holder that elects to convert its Notes in connection with such make-whole fundamental change. Furthermore, the indentures for the Notes prohibit us from engaging in certain mergers or acquisitions unless, among other things, the surviving entity assumes our obligations under the Notes. These and other provisions in the indentures governing the Notes could deter or prevent a third party from acquiring us even when the acquisition may be favorable to you.

The conditional conversion feature of the Notes, if triggered, may adversely affect our financial condition and operating results.

In the event the conditional conversion feature of the Notes is triggered, holders of the Notes will be entitled to convert their Notes at any time during specified periods at their option. If one or more holders elect to convert their Notes, unless we elect to satisfy our conversion obligation by delivering solely shares of our common stock (other than paying cash in lieu of
41


delivering any fractional share), we would be required to settle a portion or all of our conversion obligation through the payment of cash, which could adversely affect our liquidity. In addition, even if holders of Notes do not elect to convert their Notes, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the Notes as a current rather than long-term liability, which would result in a material reduction of our net working capital.

The accounting method for convertible debt securities that may be settled in cash, such as the Notes, could have a material effect on our reported financial results.

Under Accounting Standards Codification 470-20, Debt with Conversion and Other Options, or ASC 470-20, an entity must separately account for the liability and equity components of the convertible debt instruments (such as the Notes) that may be settled entirely or partially in cash upon conversion in a manner that reflects the issuer’s economic interest cost. The effect of ASC 470-20 on the accounting for the Notes is that the equity component, net of issuance costs, is required to be included in the additional paid-in capital section of stockholders’ equity on our condensed consolidated balance sheet at the issuance date and the value of the equity component is treated as original issue discount for purposes of accounting for the liability component of the Notes. As a result, we are required to record a greater amount of non-cash interest expense in current periods presented as a result of the amortization of the discounted carrying value of the Notes to their face amount over the term of the Notes. We will report larger net losses (or lower net income) in our financial results because ASC 470-20 requires interest to include both the current period’s amortization of the debt discount and the instrument’s non-convertible coupon interest rate, which could adversely affect our reported or future financial results, the trading price of our common stock and the trading price of the Notes.

In addition, under certain circumstances, convertible debt instruments (such as the Notes) that may be settled entirely or partly in cash may be accounted for utilizing the treasury stock method, the effect of which is that the shares issuable upon conversion of such Notes are not included in the calculation of diluted earnings per share except to the extent that the conversion value of such Notes exceeds their principal amount. Under the treasury stock method, for diluted earnings per share purposes, the transaction is accounted for as if the number of shares of common stock that would be necessary to settle such excess, if we elected to settle such excess in shares, are issued. We cannot be sure that the accounting standards in the future will continue to permit the use of the treasury stock method. If we are unable to use the treasury stock method in accounting for the shares issuable upon conversion of the Notes, then our diluted earnings per share would be adversely affected.

The capped call transactions may affect the value of the Notes and our common stock.

In connection with the transaction in which we issued the Notes, we entered into capped call transactions with certain option counterparties. The capped call transactions are expected generally to reduce the potential dilution to our common stock upon any conversion of Notes and/or offset any cash payments we are required to make in excess of the principal amount of the converted Notes, as the case may be, upon any conversion of Notes, with such reduction and/or offset subject to a cap.

The option counterparties or their respective affiliates are expected to modify their hedge positions by entering into or unwinding various derivatives with respect to our common stock and/or purchasing or selling our common stock, the Notes or other of our securities or instruments (if any), in secondary market transactions prior to the maturity of the Notes (and are likely to do so during any observation period related to a conversion of Notes or following any earlier conversion or any repurchase of Notes by us on any fundamental change repurchase date or otherwise). This activity could also cause or avoid an increase or a decrease in the market price of our common stock or the Notes, which could affect a holder’s ability to convert the Notes and, to the extent the activity occurs during any observation period related to a conversion of Notes, it could affect the amount and value of the consideration that a holder will receive upon conversion of such Notes.

The potential effect, if any, of these transactions and activities on the market price of our common stock or the Notes will depend in part on market conditions and cannot be ascertained at this time. Any of these activities could adversely affect the value of our common stock and the value of the Notes (and as a result, the amount and value of the consideration that a holder would receive upon the conversion of any Notes) and, under certain circumstances, a holder’s ability to convert his or her Notes.

We do not make any representation or prediction as to the direction or magnitude of any potential effect that the transactions described above may have on the price of our common stock or the Notes. In addition, we do not make any representation that the option counterparties or their respective affiliates will engage in these transactions or that these transactions, once commenced, will not be discontinued without notice.

We are subject to counterparty risk with respect to the capped call transactions.

The option counterparties to the capped call transactions are financial institutions, and we are subject to the risk that any or all of them may default under the capped calls. Our exposure to the credit risk of the option counterparties is not secured by
42


any collateral. Global economic conditions have in the recent past resulted in, and may again result in, the actual or perceived failure or financial difficulties of many financial institutions. If an option counterparty becomes subject to insolvency proceedings, we will become an unsecured creditor in those proceedings, with a claim equal to our exposure at that time under our transactions with that option counterparty. Our exposure depends on many factors but, generally, an increase in our exposure will be correlated to an increase in the market price and in the volatility of our common stock. In addition, upon a default by an option counterparty, we may suffer more dilution than we currently anticipate with respect to our common stock. We can provide no assurances as to the financial stability or viability of the option counterparties.

Risks Related to our Common Stock

Our stock price has been, and may continue to be, highly volatile, which could reduce the value of your investment and subject us to litigation.

The price of our common stock has fluctuated significantly in the past and may continue to be highly volatile, with extreme price and volume fluctuations. Our trading price could fluctuate substantially in the future, including in response to the following factors, some of which are beyond our control:
• quarterly variations in our operating results or those of our competitors;
• earnings announcements that are not in line with analyst expectations;
• changes in recommendations or financial estimates by securities analysts;
• announcements or rumors about mergers or strategic acquisitions by us or by our competitors;
• announcements about customer additions and cancellations or failure to complete significant sales;
• changes in market valuations of companies that investors believe are comparable to us;
• additions or departures of key personnel;
• consequences of unexpected geopolitical events, natural disasters, acts of war or climate change;
• pandemics, epidemics or similar widespread public health concerns; and
• general economic, political and market conditions, such as recessions, political unrest or terrorist attacks, or in the specific locations where we operate, such as the United States, Israel and the United Kingdom.

In addition, extreme price and volume fluctuations in the stock markets generally, and in the markets for technology companies in particular, could cause the market price for our common stock to decline. In the past, companies that have experienced volatility in the market price of their stock have been the subject of securities class action litigation. We may in the future be the target of similar litigation, which could result in substantial costs and distract management’s attention and resources.

Our common stock is traded on more than one market and this may result in price variations.

Our common stock is currently traded on the Nasdaq Global Select Market and the Tel Aviv Stock Exchange (“TASE”). Trading in our common stock on these markets takes place in different currencies (U.S. dollars on the Nasdaq and New Israeli Shekels on the TASE) and at different times (due to different time zones, trading days and public holidays in the United States and Israel). The trading prices of our common stock on these two markets may differ due to these and other factors. Any decrease in the trading price of our common stock on one of these markets could cause a decrease in the trading price of our common stock on the other market. Differences in trading prices on the two markets could negatively impact our trading price.

If our officers, directors and largest stockholders choose to act together, they may be able to significantly influence our management and operations, acting in their own best interest and not necessarily those of our other stockholders.

As of December 31, 2020, our executive officers, directors and holders of 5% or more of our outstanding common stock and their affiliates in the aggregate beneficially owned approximately 44.2% of our outstanding common stock. As a result, these stockholders, acting together, have the ability to significantly influence all matters requiring approval by our stockholders, including the election of directors and approval of significant corporate transactions. Our executive officers, directors and principal stockholders could also delay or prevent a change in control. The interests of this group of stockholders may not always coincide with LivePerson’s interests or the interests of other stockholders, and they may act in a manner that advances their best interests and not necessarily those of our other stockholders.

Future sales of substantial amounts of our common stock may negatively affect our stock price.

If we or our stockholders sell substantial amounts of our common stock, including shares issuable upon the exercise of outstanding options and warrants, or upon the conversion of the Notes, in the public market, or if the market perceives that these sales might occur, the market price of our common stock could fall. These sales also might make it more difficult for us to sell equity securities in the future at a time and price that we deem appropriate. No prediction can be made as to the effect, if any, that market sales of our common stock will have on the market price of our common stock.
43



Provisions in our charter documents and Delaware law could discourage, delay or prevent a takeover that stockholders may consider favorable.

Provisions in our amended and restated certificate of incorporation and amended and restated bylaws may have the effect of discouraging, delaying or preventing a change in control or changes in our management that stockholders may deem advantageous. These provisions include the following:

• Our board of directors is divided into three classes, with each class serving three-year staggered terms, which prevents stockholders from electing an entirely new board of directors at any annual meeting.
• Vacancies on our board of directors may only be filled by a vote of a majority of directors then in office, even if less than a quorum.
• Our amended and restated certificate of incorporation prohibits cumulative voting in the election of directors or any other matters. This limits the ability of minority stockholders to elect director candidates.
• Our stockholders may only act at a duly called annual or special meeting and may not act by written consent.
• Stockholders must provide advance notice to nominate individuals for election to our board of directors or to propose other matters that can be acted upon at a stockholders’ meeting.
• We require super-majority voting by stockholders to amend certain provisions in our amended and restated certificate of incorporation and to amend our amended and restated bylaws.
• Our amended and restated bylaws expressly authorize a super-majority of the board of directors to amend our amended and restated bylaws.

As a Delaware corporation, we are also subject to Section 203 of the Delaware General Corporation Law, which generally prohibits a Delaware corporation from engaging in any of a broad range of business combinations with an interested stockholder for a period of three years following the date on which the stockholder became an interested stockholder, unless certain conditions are met. This anti-takeover provision defenses could discourage, delay or prevent a change in control of our company, whether or not it is desired by or beneficial to our stockholders, which in turn could have a material adverse effect on the market price of our common stock.

We cannot assure our stockholders that any stock repurchase programs will be fully consummated or will enhance long-term stockholder value, and stock repurchases could increase the volatility of the price of our common stock and will diminish our cash reserves.

From 2012 through 2018, we had a stock repurchase program in place, pursuant to which we were authorized to repurchase shares of our common stock, in the open market or privately negotiated transactions, at times and prices considered appropriate by the Board of Directors depending upon prevailing market conditions and other corporate considerations. The timing and actual number of shares repurchased depended on a variety of factors including the timing of open trading windows, price, corporate and regulatory requirements, and other market conditions. The program was discontinued at the end of 2018. We may or may not enter into a new stock repurchase program in the future.

Repurchases pursuant to our stock repurchase program could affect our stock price and increase its volatility. The existence of a stock repurchase program could also cause our stock price to be higher than it would be in the absence of such a program and could potentially reduce the market liquidity for our stock. Additionally, repurchases under a stock repurchase program would diminish our cash reserves, which could impact our ability to pursue possible future strategic opportunities and acquisitions and could result in lower overall returns on our cash balances. There can be no assurance that any stock repurchases will enhance stockholder value because the market price of our common stock may decline below the levels at which we repurchased shares of stock.

Item 1B. Unresolved Staff Comments
    None.
Item 2. Properties
LivePerson is headquartered in New York City, and we maintain a globally distributed, remote workforce. In 2020, due to health concerns related to the global novel coronavirus disease ("COVID-19") pandemic, the Company vacated its physical offices around the world, and began transitioning to an "employee-centric" workforce model, leveraging its expertise in AI and asynchronous communication to support operations, culture and productivity in this new environment.
As of December 31, 2020, we have data centers in the United States, Europe and Australia pursuant to various lease agreements. We believe that our current facilities properties are in good condition and are adequate to meet our current needs. If required, we believe that we will be able to obtain suitable additional space on commercially reasonable terms.
44


Item 3. Legal Proceedings
    We previously 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 our technology to develop competing products and misused our business information. On June 22, 2015, [24]7 Customer, Inc. filed suit against us in the Northern District of California alleging patent infringement. On December 7, 2015, [24]7 Customer Inc. filed a second patent infringement suit against us, 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 for all pre-trial purposes. Rulings by both the Court and the United States Patent Office in our favor have invalidated the majority of [24]7 patents that were asserted in the patent cases. Trial for our intellectual property and other claims asserted against [24]7 is set for May 24, 2021. Trial for [24]7's patent infringement claims has been vacated, to be reset after the trial on our claims. We believe the claims filed by [24]7 are entirely without merit and intend to defend them vigorously.
We routinely assess all of our litigation and threatened litigation as to the probability of ultimately incurring a liability, and record our best estimate of the ultimate loss in situations where we assess the likelihood of loss as probable.
    From time to time, we are 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 us with respect to intellectual property, contracts, employment and other matters, as well as claims brought against our customers for whom we have a contractual indemnification obligation. We accrue 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 we determine that a loss is not probable, but is reasonably possible, and it becomes possible to develop what we believe to be a reasonable range of possible loss, then we will include disclosure related to such matter as appropriate and in compliance with ASC 450. The accruals or estimates, if any, resulting from the foregoing analysis, are reviewed at least quarterly and adjusted to reflect the impact of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular matter. To the extent there is a reasonable possibility that the losses could exceed the amounts already accrued, we will, as applicable, adjust the accrual in the period the determination is made, disclose an estimate of the additional loss or range of loss, indicate that the estimate is immaterial with respect to our financial statements as a whole or, if the amount of such adjustment cannot be reasonably estimated, disclose that an estimate cannot be made.
    From time to time, third parties assert claims against us regarding intellectual property rights, privacy issues and other matters arising in the ordinary course of business. Although we cannot be certain of the outcome of any litigation or the disposition of any claims, nor the amount of damages and exposure, if any, that we could incur, we currently believe that the final disposition of all existing matters will not have a material adverse effect on our business, results of operations, financial condition or cash flows. In addition, in the ordinary course of our business, we are also subject to periodic threats of lawsuits, investigations and claims. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.
Item 4. Mine Safety Disclosures
Not Applicable.
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Price Range of Common Stock
The principal United States market on which our common stock is traded is The NASDAQ Global Select Market under the symbol LPSN. Our shares of common stock are also traded on the Tel Aviv Stock Exchange under the symbol LPSN TA.
Holders
As of February 26, 2021, there were approximately 120 holders of record of our common stock.
Dividends
We have not declared or paid any cash dividends on our capital stock since our inception. We intend to retain earnings, if any, to finance the operation and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future.
45


Issuer Purchases of Equity Securities
There were no repurchases of the Company's equity securities during the year ended December 31, 2020.    


46



Stock Performance Graph
The graph depicted below compares the annual percentage changes in LivePerson’s cumulative total stockholder return with the cumulative total return of the Standard & Poor’s SmallCap 600 Index and the Standard & Poor’s Information Technology Index.
lpsn-20201231_g1.jpg
(1)The graph covers the period from December 31, 2015 to December 31, 2020.
(2)The graph assumes that $100 was invested at the market close on December 31, 2015 in LivePerson’s Common Stock, in the Standard & Poor’s SmallCap 600 Index and in the Standard & Poor’s Information Technology Index, and that all dividends were reinvested. No cash dividends have been declared on LivePerson’s Common Stock.
(3)Stockholder returns over the indicated period should not be considered indicative of future stockholder returns.
Notwithstanding anything to the contrary set forth in any of our previous or future filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, that might incorporate by reference this Annual Report on Form 10-K or future filings made by the Company under those statutes, the Stock Performance Graph above is not deemed filed with the Securities and Exchange Commission, is not deemed soliciting material and shall not be deemed incorporated by reference into any of those prior filings or into any future filings made by us under those statutes, except to the extent that we specifically incorporate such information by reference into a previous or future filing, or specifically request that such information be treated as soliciting material, in each case under those statutes.
47


Item 6. Selected Consolidated Financial Data
The selected consolidated financial data with respect to our consolidated balance sheets as of December 31, 2020 and 2019 and the related consolidated statements of operations for the years ended December 31, 2020, 2019 and 2018 have been derived from our audited consolidated financial statements which are included herein. The selected financial data with respect to our balance sheets as of December 31, 2018, 2017 and 2016 and the related statements of operations for the years ended December 31, 2017 and 2016 have been derived from our audited financial statements which are not included herein. Due to our acquisitions of AdvantageTec, Conversable, and Bot Central in 2018, we believe that comparisons of our operating results with each other, or with those of prior periods, may not be meaningful. The following selected consolidated financial data should be read in conjunction with the consolidated financial statements and the notes thereto and the information contained in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Year Ended December 31,
20202019201820172016
(In Thousands, Except Share and per Share Data)
Consolidated Statement of Operations Data:
Revenue$366,620 $291,609 $249,838 $218,876 $222,779 
Costs and expenses:
Cost of revenue 106,268 78,878 62,479 58,205 63,161 
Sales and marketing
149,773 156,814 103,344 90,905 89,529 
General and administrative
60,557 56,967 45,873 43,124 43,046 
Product development
108,414 82,145 55,707 40,034 40,198 
Restructuring costs
29,420 2,043 4,468 2,594 2,369 
Amortization of purchased intangibles
1,639 1,794 1,670 1,840 3,885 
Total costs and expenses
456,071 378,641 273,541 236,702 242,188 
Loss from operations(89,451)(87,032)(23,703)(17,826)(19,409)
Other (expense) income, net
Interest (expense) income
(14,334)(7,407)22 26 
Other (expense) income, net(1,343)1,213 (493)110 (535)
Other (expense) income (15,677)(6,194)(471)136 (530)
Loss before provision for income taxes(105,128)(93,226)(24,174)(17,690)(19,939)
Provision for income taxes2,466 2,845 858 501 5,934 
Net loss$(107,594)$(96,071)$(25,032)$(18,191)$(25,873)
Net loss per share of common stock:
Basic$(1.63)$(1.53)$(0.42)$(0.32)$(0.46)
Diluted$(1.63)$(1.53)$(0.42)$(0.32)$(0.46)
Weighted-average shares used to compute net loss per share:
Basic65,888,450 62,593,026 59,203,400 56,358,017 56,063,777 
Diluted65,888,450 62,593,026 59,203,400 56,358,017 56,063,777 
Other Financial and Operational Data:
Adjusted EBITDA (1)
$37,931 $(13,612)$19,090 $18,400 $19,198 
Adjusted operating income (loss) (2)
$15,105 $(29,978)$4,902 $6,042 $7,503 
(1) We define adjusted EBITDA as net loss before provision for (benefit from) income taxes, other (expense) income, net, depreciation and amortization, stock-based compensation, restructuring costs, acquisition costs and other charges. Please see “Adjusted EBITDA” below for more information and for a reconciliation of adjusted EBITDA to net (loss) income, the most directly comparable financial measure calculated and presented in accordance with U.S. generally accepted accounting principles, or (“GAAP”).
(2) We define adjusted operating income as income (loss) before provision for income taxes excluding amortization, stock-based compensation, restructuring costs, acquisition costs, contingent earn-out adjustments, other charges and other (expense) income. Please see “Adjusted Operating Income” below for more information and for a reconciliation of adjusted operating income to income (loss) before provision for income taxes, the most directly comparable financial measure calculated and presented in accordance with U.S. generally accepted accounting principles or GAAP.
48




Stock-based compensation included in the statements of operations above was as follows (amounts in thousands):
Year Ended December 31,
20202019201820172016
Cost of revenue$6,511 $4,218 $996 $448 $429 
Sales and marketing16,106 10,010 5,374 2,500 2,515 
General and administrative 15,772 12,216 4,921 3,691 3,304 
Product development 27,557 17,661 3,550 2,305 3,488 
Total stock-based compensation $65,946 $44,105 $14,841 $8,944 $9,736 
As of December 31,
20202019201820172016
(In Thousands)
Consolidated Balance Sheet Data:
Cash and cash equivalents$654,152 $176,523 $66,449 $56,115 $50,889 
Working capital540,260 107,674 7,873 13,789 17,548 
Total assets1,006,432 512,710 290,103 232,799 219,638 
Total stockholders’ equity243,934 148,535 170,729 140,063 138,476 
Adjusted EBITDA and Adjusted Operating Income
    To provide investors with additional information regarding our financial results, we have disclosed adjusted EBITDA and adjusted operating income which are non-GAAP financial measures. The tables below present a reconciliation of adjusted EBITDA and adjusted operating income to net (loss) income, the most directly comparable GAAP financial measures.
    We have included adjusted EBITDA and adjusted operating income in this Annual Report on Form 10-K because these are key measures used by our management and board of directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short and long-term operational plans. In particular, the exclusion of certain expenses in calculating adjusted EBITDA and adjusted operating income can provide a useful measure for period-to-period comparisons of our core business. Additionally, adjusted EBITDA is a key financial measure used by the compensation committee of our board of directors in connection with the payment of bonuses to our executive officers. Accordingly, we believe that adjusted EBITDA and adjusted operating income provide useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors.
    Our use of adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:
although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements;
adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;
adjusted EBITDA does not consider the impact of acquisition costs;
adjusted EBITDA does not consider the impact of restructuring costs;
adjusted EBITDA does not consider the impact of other costs;
adjusted EBITDA does not reflect tax payments that may represent a reduction in cash available to us; and
other companies, including companies in our industry, may calculate adjusted EBITDA differently, which reduces its usefulness as a comparative measure.
49


    Because of these limitations, you should consider adjusted EBITDA alongside other financial performance measures, including various pre-tax GAAP loss and our other GAAP results. The following table presents a reconciliation of adjusted EBITDA for each of the periods indicated (amounts in thousands):
Year Ended December 31,
20202019201820172016
Reconciliation of Adjusted EBITDA:
GAAP Net loss$(107,594)$(96,071)$(25,032)$(18,191)$(25,873)
Amortization of purchased intangibles and finance leases3,552 2,932 2,813 4,682 6,673 
Stock-based compensation65,946 44,105 14,841 8,944 9,736 
Contingent earn-out adjustments263 — — — — 
Restructuring costs29,420 
(1)
2,043 
(2)
4,468 
(3)
2,594 
(4)
2,369 
(9)
Depreciation and amortization22,826 16,366 14,188 12,358 12,011 
Other litigation and consulting costs5,375 
(5)
7,974 
(6)
5,928 
(7)
7,648 
(8)
7,818 
(10)
Provision for income taxes2,466 2,845 858 501 5,934 
Acquisition costs— — 555 — — 
Interest expense (income)14,334 7,407 (22)(26)(5)
Other expense (income)1,343 (1,213)493 (110)535 
Adjusted EBITDA (loss)$37,931 $(13,612)$19,090 $18,400 $19,198 
    Our use of adjusted operating income has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:
although amortization is a non-cash charge, the assets being amortized may have to be replaced in the future, and adjusted operating income does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements;
adjusted operating income does not consider the impact of acquisition costs;
adjusted operating income does not consider the impact of restructuring costs;
adjusted operating income does not consider the impact of other non-recurring costs; and
other companies, including companies in our industry, may calculate adjusted operating income differently, which reduces its usefulness as a comparative measure.
50


    Because of these limitations, you should consider adjusted operating income (loss) alongside other financial performance measures, including various pre-tax GAAP loss and our other GAAP results. The following table presents a reconciliation of adjusted operating income (loss) for each of the periods indicated (amounts in thousands):
Year Ended December 31,
20202019201820172016
Reconciliation of Adjusted Operating Income (Loss)
Loss before provision for income taxes$(105,128)$(93,226)$(24,174)$(17,690)$(19,939)
Amortization of purchased intangibles and finance leases3,552 2,932 2,813 4,682 6,673 
Stock-based compensation65,946 44,105 14,841 8,944 9,736 
Restructuring costs 29,420 
(1)
2,043 
(2)
4,468 
(3)
2,594 
(4)
2,369 
(9)
Other litigation and consulting costs5,375 
(5)
7,974 
(6)
5,928 
(7)
7,648 
(8)
8,134 
(10)
Contingent earn-out adjustments263 — — — — 
Acquisition costs— — 555 — — 
Interest expense (income)14,334 7,407 (22)(26)(5)
Other expense (income)1,343 (1,213)493 (110)535 
Adjusted operating income (loss)$15,105 $(29,978)$4,902 $6,042 $7,503 

(1) Includes lease restructuring costs of $24.3 million and severance and other compensation related costs of $5.1 million for the year ended December 31, 2020. As detailed in Note 14 of the Notes to the Consolidated Financial Statements, the Company’s lease restructuring costs relate to a transition to an employee-centric workforce model that does not rely on traditional offices, while the severance and other compensation costs relate to the Company re-prioritizing and reallocating resources to focus on areas showing high growth potential.     
(2) These costs include severance and associated costs of $2.0 million for the year ended December 31, 2019. The restructuring costs relate to resource reallocation for the Company’s platform transformation.
(3) Consists of severance costs of $4.5 million for the year ended December 31, 2018. Please refer to footnote (2) above for additional information related to the nature of these restructuring and severance costs.
(4) Includes wind down costs of legacy platform of $1.9 million and severance costs of $0.7 million for the year ended December 31, 2017. Please refer to footnote (2) above for additional information related to the nature of these restructuring and severance costs.
(5) Includes other litigation costs of $5.4 million for the year ended December 31, 2020. Other litigation costs relate to lease restructuring costs, along with other general legal matters.
6) Includes other litigation costs of $4.4 million, consulting costs of $3.2 million, and fair value earn-out adjustment of $0.3 million for the year ended December 31, 2019. The Company's other litigation costs relate to the Company’s intellectual property lawsuit against [24]7 Customer, Inc.
(7) Includes litigation costs of $4.1 million, consulting costs of $1.3 million, executive recruitment costs of $0.3 million, and executive relocation costs of $0.2 million for the year ended December 31, 2018. Please refer to footnote (6) above for additional information related to the nature of these other litigation costs.
(8) Includes litigation costs of $6.2 million, executive one-time compensation payment of $1.0 million, and executive separation cost of $0.5 million for the year ended December 31, 2017. Please refer to footnote (6) above for additional information related to the nature of these other litigation costs.
(9) Includes severance costs of $1.6 million, wind down costs of legacy platform of $1.2 million and a benefit of $0.4 million of cash collected on previously written off bad debt for the year ended December 31, 2016. Please refer to footnote (2) above for additional information related to the nature of these restructuring and severance costs.
(10) Includes litigation costs of $4.7 million, write off of technology licenses of $2.6 million, severance costs of $0.5 million, and write off of office facility depreciation of $0.3 million for the year ended December 31, 2016. Please refer to footnote (6) above for additional information related to the nature of these other litigation costs.






Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
General
    You should read the following discussion of our financial condition and results of operations in conjunction with the financial statements and the notes thereto included elsewhere in this report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this report, particularly in “Risk Factors.”

Overview
LivePerson, Inc. (“LivePerson”, the “Company”, “we” or “our”) makes life easier for people and brands everywhere through trusted Conversational AI. 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. This trend has been significantly accelerated by the COVID-19 pandemic and can now be viewed as a permanent, structural shift in consumer behavior. Our
51



technology enables consumers to connect with businesses through these same preferred conversational interfaces, including Facebook Messenger, SMS, WhatsApp, Apple Business Chat, Google Rich Business Messenger and Alexa. These messaging conversations harness human agents, bots and Artificial Intelligence (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, our 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, short message service (SMS), social media and third-party consumer messaging platforms. Brands can also use the Conversational Cloud to message consumers when they dial a 1-800 number instead of forcing them to navigate interactive voice response systems (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, cobrowsing 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.
For your reference:
• Conversational AI: Conversational AI allows humans and machines to interact using natural language, including speech or text.

• Conversational Space: In the Conversational Space, consumers message with brands on their own schedule, using natural language, to resolve their intents - all on their preferred messaging service. The core capabilities
of the Conversational Space are voice and text-based interfaces, powered by AI and humans working together. Conversational Space is the simplest, most intuitive interface of all.

• Conversational Cloud: LivePerson's enterprise-class, AI-powered Conversational Cloud platform empowers consumers to message their favorite brands, just as they do with friends and family.

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 we call “the tango” of humans, AI and bots, whereby human agents act as bot managers, overseeing AI-powered conversations and seamlessly stepping into the flow when a personal touch is needed. Agents become ultra-efficient, leveraging the AI engine to serve up relevant content, define next-best actions and take over repetitive transactional work, so that the agent can focus on relationship building. By seamlessly integrating messaging with our proprietary Conversational AI, as well as third-party bots, the Conversational Cloud offers brands a comprehensive approach to scaling automations across their millions of customer conversations.
Complementing our proprietary messaging and Conversational AI offerings are teams of technical, solutions and consulting professionals that have developed deep domain expertise in the implementation and optimization of conversational services across industries and messaging endpoints. We are a leading authority in the Conversational Space. LivePerson’s products, coupled with our domain knowledge, industry expertise and professional services, have been proven to maximize the effectiveness of the Conversational Space and deliver measurable return on investment. Certain of our customers have achieved the following advantages from our offerings:
the ability for each agent to manage as many as 40 messaging conversations at a time, as compared to one at a time for a voice agent and two to four at a time for a good chat agent. Adding AI and bots provides even greater scale to the number of conversations managed;
labor efficiency gains of at least two times that of voice agents, effectively cutting labor costs by at least 50%;
52



improving the overall customer experience, thereby fueling customer satisfaction increases of up to 20 percentage points, and enhancing retention and loyalty;
more convenient, personalized and content-rich conversations that increase sales conversion by up to 20%, increase average order value and reduce abandonment;
more satisfied contact center agents, thereby reducing agent churn by up to 50%;
maintain a valued connection with consumers via mobile devices, either through native applications, websites, text messages, or third-party messaging platforms;
leverage spending that drives visitor traffic by increasing visitor conversions;
refine and improve performance by understanding which initiatives deliver the highest rate of return; and
increase lead generation by providing a single platform that engages consumers through advertisements and listings on branded and third-party websites.
        
     As a “cloud computing” or software-as-a-service (SaaS) provider, LivePerson provides solutions on a hosted basis. This model offers significant benefits over premise-based software, including lower up-front costs, faster implementation, lower total cost of ownership, scalability, cost predictability, and simplified upgrades. Organizations that adopt a fully-hosted, multi-tenant architecture that is maintained by LivePerson eliminate the majority of the time, server infrastructure costs, and IT resources required to implement, maintain, and support traditional on-premise software.
To further enhance our platform, in September 2020 we signed a partnership with Infosys, a leader in next-generation
digital services and consulting. We will work with Infosys to transform our technology infrastructure on the public cloud, to
build integrated solutions and a global practice around our Conversational Cloud to sell into their channels and global enterprise
customer base, and to redefine how the world’s top brands communicate.

More than 18,000 businesses, including HSBC, Orange, The Home Depot, and GM Financial use our conversational solutions to orchestrate humans and AI, at scale, and create a convenient, deeply personal relationship with their customers.
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.

The key elements of LivePerson’s business solutions strategy include:

Build awareness and drive adoption of the Conversational Space. LivePerson brought our first customer live on messaging in June 2016. Since that time, we have been focused on building awareness for conversational experiences and driving adoption. We have educated businesses on the financial and operational transformation that occurs when a contact center shifts to an asynchronous messaging environment, where the consumer controls the pace of the conversation, which can last minutes, hours or days, from a synchronous call or chat center, where conversations occur in real-time and have a distinct start and end.
A key component of our industry awareness marketing strategy has been to hold multiple global customer summits each year (events in 2020 were held virtually in light of the COVID-19 pandemic) that target executives from enterprise customers and prospects, and feature a key theme within the Conversational Space, such as Apple Business Chat, Google Rich Business Messenger, IVR deflection or AI. LivePerson customers are the centerpoint of these summits, presenting why they chose LivePerson for conversational experiences, how they achieved success, and what type of ROI they have realized. Each attendee then receives a blueprint for how they can achieve similar outcomes. We have found this strategy to drive strong results for LivePerson, as we have seen a greater than 40% conversion rate on opportunities that were created or advanced as part of the customer summits. By year-end 2020, we had brought approximately 400 customers live on messaging and increased adoption within our enterprise customers to 66%. In addition, nearly 70% of messaging conversations had automation attached. We will continue to focus on building awareness for the Conversational Space and driving adoption of messaging and AI across our customer base.
Increase messaging volumes by developing a broad ecosystem, expanding customer use cases, and focusing on AI and automation. Our strategy is to drive higher messaging volumes by going both wide across messaging endpoints, deep across consumer use cases, and focusing on AI and automation as the means to deliver powerful scale. LivePerson offers a platform usage pricing model, where customers are offered access to our entire suite of messaging technologies across their entire agent pool for a pre-negotiated cost per interaction. We believe that over time this model will drive higher revenue for LivePerson by reducing barriers to adoption of new messaging endpoints and use cases.
In order to drive broad messaging adoption, it is imperative that the Conversational Cloud integrates to all of the messaging apps that consumers prefer to use for communication and addresses all key use cases. For example, if a consumer is
53



an avid WhatsApp user, and a brand only offers SMS as a messaging option, that consumer may be reluctant to try messaging the brand. Therefore, a key strategy of ours has been to build one of the industry’s broadest ecosystems of messaging endpoints and use cases. In June 2016, we launched with In-App messaging. In 2017, we introduced Facebook Messenger, SMS, Web messaging and IVR deflection integrations. In 2018, we added Apple Business Chat, Google Rich Business Messenger, Line, WhatsApp, Alexa, Google Home, Google Ad Lingo and Twitter. In 2019, we added email, allowing brands to manage emails through the same console they use for messaging, and to convert legacy emails into messaging conversations. We also added social monitoring and conversational tools for Twitter and Facebook, and introduced proactive messaging, allowing brands to transform traditional one-way notifications such as flight cancellations or phone plan overage alerts into two-way conversations. Finally, we connected to Facebook and WhatsApp digital advertisements, enabling consumers to initiate messaging conversations for marketing and customer care directly within the advertisement. In 2020, we added Instagram and Google’s Business Messages, allowing brands to bring customer-initiated conversations into the Conversational Cloud directly from Instagram, Google Search, and Google Maps.
Each channel and use case added opens the door to hundreds of millions of new consumers, providing brands a greater opportunity to shift share away from their legacy contact center channels into messaging. For example, in 2019, leading airlines launched on WhatsApp and Apple Business Chat with the ability to make secure payments; a baseball stadium launched an automated conversational concierge providing answers to a wide range of questions from restroom locations to player stats; and a multinational telecommunications company used proactive two-way messaging for outbound campaigns. In 2020, one of the largest telcos in Australia fully virtualized their contact centers, a leading U.S. quick-serve restaurant launched on Facebook Messenger to help customers order meals, one of the biggest banks in the world launched an Apple Business Chat channel to provide a secure way to perform day-to-day banking, and one of the world’s largest jewelry retailers used the Conversational Cloud and QR codes to sell millions of dollars of product.
LivePerson makes the management of all these disparate channels seamless to the brand. AI-based intelligent routing, queuing and prioritization software orchestrates these conversations at scale, regardless of which messaging endpoint they originated from, so that human and bot agents can engage with all customers through just one console.
We believe LivePerson is leading the structural shift to Conversational AI. In the wake of the COVID-19 pandemic, leading brands are turning to LivePerson's AI-powered messaging to overcome a capacity gap created by voice call agent work-from-home measures and increased demand for digital engagement as consumers practice social distancing. LivePerson is powering Conversational AI, automation and messaging strategies across a growing number of use cases from care and sales, to marketing, social, conversational advertising and brick and mortar. Our Conversational AI leadership and the increase in adoption have influenced LivePerson’s enterprise and mid-market revenue retention rate, (the trailing-twelve-month change in total revenue from existing customers after upsells, downsells and attrition) which exceeded the high end of our target range of 105% to 115% for 2020. The benefit can also be seen in LivePerson’s average revenue per user (ARPU) for our enterprise and mid-market customers, which increased approximately 35% in 2020 to $465,000 from approximately $345,000 in 2019.
Attract the industry’s best AI, machine learning and conversational talent. We believe that AI and machine learning are critical to successfully scaling in the Conversational Space, and that in order to develop the industry’s leading technology, we need to attract the industry's best talent. In 2018, LivePerson recruited Alex Spinelli, key architect of the Alexa Operating System at Amazon.com, as our Global CTO. Under Mr. Spinelli’s leadership, LivePerson hired more than 280 of the industry’s brightest data scientists, machine learning engineers and automation engineers, many from firms such as Nike, Amazon.com, Microsoft and Target, who are working exclusively on applying AI to the Conversational Space. LivePerson also expanded its development talent base in Germany, and added key development talent through the acquisitions of BotCentral in Mountain View, California and Conversable in Austin, Texas.
Bring to market best-in-class AI and machine learning technologies designed for the conversational space. We believe that in the last decade many vendors introduced AI and bot offerings that created frustrating experiences for consumers and businesses alike, which in turn has eroded trust in automation. Many of these solutions have proven difficult to build and scale, and have been limited by stand-alone implementations that lacked the measurement, reporting and human oversight of conversational platforms such as the Conversational Cloud. In December 2018, LivePerson announced its patent pending AI engine that is designed to overcome these shortcomings and help brands rapidly bring to market conversational AI that can scale to millions of interactions, while increasing customer satisfaction and conversion rates.
Unlike alternative solutions designed solely for IT departments, LivePerson’s Conversational AI was built to be used by developers and contact center agents. By putting the power of conversational design and bot management in the hands of contact center agents, LivePerson’s Conversational AI gives brands the ability to leverage the employees closest to the customer, those who are most versed in the voice of the brand, and with the most expertise in how to craft successful outcomes for customer service and sales journeys.
    Some of the key innovations behind LivePerson’s Conversational AI include:
54



a holistic approach to scaling AI by combining consumer facing bots, agent facing bots, intelligent routing and real-time intent understanding, with an analytics dashboard that helps users focus on the intents that are impacting their business and prioritize which intents to automate next;
bot building software that is based on dialogue instead of workflow or code, so non-technical employees like contact center agents can design automations;
leveraging data moat from hundreds of millions of conversations to feed the machine learning that rapidly and accurately detects consumer sentiment and intents in real-time. Customers of LivePerson can use intent understanding for advanced routing, next-best actions, and to fully contain conversations with automation;
the establishing of contact center agents as bot managers, ensuring that every conversation is safeguarded by a human and that agents are continuously training the AI to be smarter and drive more successful outcomes;
powerful Assist technology that multiplies the efficiency of agents by analyzing intents in real time and then suggesting next best actions, predefined content, and bots that can take over transactional work;
pre-built templates for target verticals that provide out of the box support for the top intents and back-end integrations;
the ability to bootstrap conversations with existing transcripts, reducing design effort and speeding time to market;
third-party AI natural language understanding (NLU) integration, so customers aren’t boxed into one vendor;
AI analytics and reporting tailored to the Conversational Space, providing brands with immediate, actionable insights about their businesses and contact center operations.

Our strategy is to continue to enhance the Conversational AI engine and related products, by leveraging our global R&D footprint and substantial library of mobile and online conversational data, with the aim of increasing agent efficiency, decreasing customer care costs, improving the customer experience and increasing customer lifetime value.
Sustain our leadership position by aligning brands to a vision that transforms how they communicate with consumers and delivers a superior return on investment. We believe that most contact center technology vendors incorrectly view messaging as a feature. They are content with building integrations to a messaging endpoint and offering messaging as just another product in their suite. LivePerson holds the perspective that messaging and AI are the foundation for transforming conversational experiences, disrupting how agents operate and how brands engage with consumers. Brands must adapt their contact centers to an asynchronous messaging environment and leverage a combination of human agents, bots and AI to achieve scale and efficiencies. When done correctly, the entire consumer lifecycle with a brand will be maintained within the Conversational Space, and traffic will steadily shift away from lower returning voice calls, websites, emails and apps to higher returning messaging endpoints.
We believe that LivePerson is uniquely positioned to deliver this transformation due to our technology and expertise:
The Conversational Cloud, LivePerson's enterprise-class, automation-first, cloud-based platform, was designed for AI-assisted and human-powered messaging in mobile and online channels. The platform offers best-in-class security and scalability, offers the broadest ecosystem of messaging endpoints, is designed for ease of use, and features an AI engine custom built for the Conversational Space, intent recognition, robust real-time reporting, role-based real-time analytics, predictive intelligence, and innovations in customer satisfaction and connection measurement. Additionally, the Conversational Cloud is an open platform with pre-built, enterprise-grade integrations into back-end systems as well as the ability to work across NLU providers.
The Company has a data moat built on hundreds of millions of conversations across industries, geographies and use cases that is feeding the machine learning engines that power intent understanding.
The platform has expanded to power conversations across a broad spectrum of channels and use cases, from traditional sales and customer service, to marketing, social, email, advertising and brick and mortar.
LivePerson has deep domain expertise across verticals and messaging endpoints, a global footprint, referenceable enterprise brands and a team of technical, solutions and consulting professionals to assist customers along their transformational journeys. We are positioned as an authority in the Conversational Space. We have developed a Transformation Model that is introduced to existing and prospective customers to help guide them on their journeys from legacy and often times inefficient legacy voice, email and chat solutions to modern conversational ones powered by messaging and AI.

We believe that LivePerson’s differentiated approach to the Conversational Space, combined with our unique technology and expertise has established us as a market leader, with an ability to deliver superior returns on investment. LivePerson customers manage as many as 40 messaging conversations at a time, as compared to one at a time for a voice agent and two to four at a time for a good chat agent. Adding AI and bots provides even greater scale to the number of conversations managed. Our customers often see labor efficiency gains of at least two times that of voice agents, effectively cutting labor
55



costs by at least 50%. Furthermore, our ability to deliver more convenient, personalized and content-rich conversations often drives increases in customer satisfaction of up to 20 percentage points and increases in sales conversions of up to 20%, while
enhancing average order value, customer retention and loyalty.

    Strengthen our position in both existing and new industries. We plan to continue to develop our market position by increasing our customer base, and expanding within our installed base. We will continue to focus primarily on key target markets: consumer/retail, telecommunications, financial services, travel/hospitality, technology and automotive within both our enterprise and mid-market sectors, as well as the small business (SMB) sector. In 2019, we made strong inroads into new verticals with key wins in the airline, food service and healthcare industries. In 2020, we strengthened our presence in key markets including travel/hospitality and retail, and opened new verticals like healthcare and government. We are experimenting
with new conversational businesses, including some that are in regulated industries, like online banking. We are increasingly structuring our field organization to emphasize our domain expertise and strengthen customer relationships across target industries.

Continue to build our international presence. We are focused on building our international presence and expanding our international revenue contribution, which accounted for 38% and 41% of total revenue in 2020 and 2019, respectively. We are generating positive results from our recent investments in the Asia Pacific, Europe and Latin America regions.
     Leverage our open architecture to support partners and developers. In addition to developing our own applications, we continue to cultivate a partner eco-system capable of offering additional applications and services to our customers. We integrate into third-party messaging endpoints including SMS, Facebook Messenger, Apple Business Chat, Google Rich Business Messenger, Line, WhatsApp, Alexa, Google Home, WeChat, Google Ad Lingo, Google Search, Google Maps, Instagram and Twitter, multiple IVR vendors and dozens of branded apps. The Conversational Cloud integrates our proprietary messaging and Conversational AI with third-party bot offerings, empowering our customers to manage a mix of different bots, human agents and technologies from one control panel, thereby optimizing contact center efficiency. LivePerson’s proprietary and third-party AI/bots enable brands to partially or fully automate communications with their customers.
In addition, we have opened up access to our platform and our products with more than 40 APIs and software development kits that allow customers and third parties to develop on top of our platform. Customers and partners can utilize these APIs to build our capabilities into their own applications and to enhance our applications with their services. In 2019, we launched LivePerson Functions, a serverless Function as a Service (FaaS) integration which enables brands to develop custom behaviors within LivePerson's conversational platform to easily and rapidly tailor conversation flows to their specific needs.
Expand sales partnerships to broaden our presence and accelerate sales cycles. We are focused on broadening our market reach and accelerating sales cycles by partnering with systems integrators, technology providers, business process outsourcers, value added resellers and other sales partners. We formalized a relationship with IBM Global Business Services in 2017 and Accenture in 2018. In 2019, we announced strategic partnerships with TTEC, a leading BPO focused on customer experience, and DMI, a digital transformation company, to redefine the customer experience with digital engagement, messaging, and AI-driven automation. In 2020, Infosys joined LivePerson’s network with a first-of-its-kind 360-degree partnership focusing not only on capturing the global rising demand for conversational commerce and building a personalized experience for customers, but also driving the transformation for internal corporate messaging and the employee experience through Conversational AI. LivePerson increased the number of partners focused on SMBs to more than 300 at year-end 2020 and 2019, from over 150 at year-end 2018, and approximately 40 at the end of 2017. Approximately one quarter of all opportunities were influenced by partners in 2020, and we are focused on driving that contribution toward 50% longer term.
Maintain market leadership in technology and security expertise. As described above, we are devoting significant resources to creating new products and enabling technologies designed to accelerate innovation. We evaluate emerging technologies and industry standards and continually update our technology in order to retain our leadership position in each market we serve. We monitor legal and technological developments in the area of information security and confidentiality to ensure our policies and procedures meet or exceed the demands of the world’s largest and most demanding corporations. We believe that these efforts will allow us to effectively anticipate changing customer and consumer requirements in our rapidly evolving industry.
Evaluate strategic alliances and acquisitions when appropriate. We have successfully integrated several acquisitions over the past decade. While we have in the past, and may from time to time in the future, engage in discussions regarding acquisitions or strategic transactions or to acquire other companies that can accelerate our growth or broaden our product offerings, we currently have no binding commitments with respect to any future acquisitions or strategic transactions.

.

56


Key Metrics
Financial overview of the three and twelve months ended December 31, 2020 compared to the comparable periods in 2019 is as follows:
Revenue increased 29% and 26% to $102.1 million and $366.6 million in the three and twelve months ended December 31, 2020, respectively, from $79.1 million and $291.6 million in the comparable periods in 2019.
Revenue from our Business segment increased 29% and 26% to $94.1 million and $336.9 million in the three and twelve months ended December 31, 2020, respectively, from $72.8 million and $267.1 million in the comparable periods in 2019.
Gross profit margin increased to 73% in the three months ended December 31, 2020 from 72% in the comparable period in 2019. Gross profit margin decreased to 71% in the twelve months ended December 31, 2020 from 73% in the comparable period in 2019.
Cost and expenses increased 5% and 20% to $108.8 million and $456.1 million in the three and twelve months ended December 31, 2020, respectively, from $103.6 million and $378.6 million in the comparable periods in 2019.
Net loss increased to $13.3 million and to $107.6 million in the three and twelve months ended December 31, 2020, respectively, from net loss of $27.3 million and $96.1 million for the three and twelve months ended December 31, 2019, respectively.
Trailing-twelve-month average revenue per enterprise and mid-market customer was approximately $465,000 in 2020, as compared to approximately $345,000 in 2019.
Revenue retention rate for enterprise and mid-market customers on Conversational Cloud exceeded the high end of our target range of 105% to 115% in 2020, and was within our target range of 105% to 115% for 2019.
Revenue
The majority of our revenue is generated from monthly service revenues and related professional services from the sale of the LivePerson services. We charge a monthly fee, which varies by service and customer usage. The majority of our larger customers also pay a professional services fee related to implementation and ongoing optimization services. A large proportion of our revenue from new customers comes from large corporations. These companies typically have more significant implementation requirements and more stringent data security standards. Such customers also have more sophisticated data analysis and performance reporting requirements, and are likely to engage our professional services organization to provide such analysis and reporting on a recurring basis.

We determine revenue recognition through the following steps:
identification of the contract, or contracts, with a customer;
identification of the performance obligations in the contract;
determination of the transaction price;
allocation of the transaction price to the performance obligations in the contract; and
recognition of revenue when, or as, the Company satisfies a performance obligation.

For more information about our revenue recognition policies, please see “-- Critical Accounting Policies and Estimates
-- Revenue Recognition.”

Hosted Services- Business Revenue

Revenue attributable to our monthly hosted Business services accounted for 78% of total revenue for the year ended December 31, 2020, 77% of total revenue for the year ended December 31, 2019 and 79% of total revenue for the year ended December 31, 2018.

Professional Services Revenue

Revenue attributable to professional services accounted for 14% of total revenue for the year ended December 31, 2020, 14% of total revenue for the year ended December 31, 2019 and 13% of total revenue for the year ended December 31, 2018.

57


Contracts with Multiple Performance Obligations

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

Hosted Services- Consumer Revenue

Revenue from our Consumer segment accounted for approximately 8% of total revenue for the years ended December 31, 2020, 2019 and 2018, respectively.

Deferred Revenues

    We record deferred revenues when cash payments are received or due in advance of our performance. The decrease of $0.1 million in the deferred revenue balance for the year ended December 31, 2020 is primarily driven by satisfying our performance obligations and the revenue recognized of approximately $103.2 million that were included in the deferred revenue balance as of December 31, 2019.

Costs and Expenses
Our cost of revenue consists of:
compensation costs relating to employees who provide customer support and implementation services to our customers;
outside labor provider costs;
compensation costs relating to our network support staff;
depreciation of certain hardware and software;
allocated occupancy costs and related overhead;
the cost of supporting our infrastructure, including expenses related to server leases, infrastructure support costs and Internet connectivity;
the credit card fees and related payment processing costs associated with the consumer and SMB services; and
amortization of certain intangibles.

Our sales and marketing expenses consist of compensation and related expenses for sales personnel and marketing personnel, online marketing, allocated occupancy costs and related overhead, advertising, sales commissions, public relations, promotional materials, travel expenses, global customer summits and trade show exhibit expenses.
Our general and administrative expenses consist primarily of compensation and related expenses for executive, accounting, legal, information technology and human resources personnel, allocated occupancy costs and related overhead, litigation, professional fees, provision for doubtful accounts and other general corporate expenses.
Our product development expenses consist primarily of compensation and related expenses for product development personnel, allocated occupancy costs and related overhead, outsourced labor and expenses for testing new versions of our software. Product development expenses are charged to operations as incurred.
During 2020, we increased our allowance for doubtful accounts from approximately $3.1 million to approximately $5.3 million. During 2019, we increased our allowance for doubtful accounts from approximately $2.3 million to approximately $3.1 million. We perform a detailed assessment of the collectability of our accounts receivable. In estimating the allowance for doubtful accounts, management considers, among other factors, the aging of the accounts receivable, historical write-offs and the creditworthiness of each customer. A large proportion of receivables are due from larger corporate customers that typically have longer payment cycles.

Non-Cash Compensation Expense
The net non-cash compensation amounts for the years ended December 31, 2020, 2019 and 2018 consist of (amounts in thousands):
58


 202020192018
Stock-based compensation expense$65,946 $44,105 $14,841 

Results of Operations
We are organized into two operating segments for purposes of making operating decisions and assessing performance. The Business segment enables brands to leverage the Conversational Cloud 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.
The following tables set forth our results of operations for the periods presented and as a percentage of our revenues for those periods. The period-to-period comparison of financial results is not necessarily indicative of future results.    
Year Ended December 31,
202020192018
(as a percentage of revenue)
Consolidated Statements of Operations Data: (1)
Revenue100 %100 %100 %
Costs and expenses:
Cost of revenue (3)
29 %27 %25 %
Sales and marketing
41 %54 %41 %
General and administrative
17 %20 %18 %
Product development
30 %28 %22 %
Restructuring costs
%%%
Amortization of purchased intangibles
— %%%
Total costs and expenses
124 %130 %109 %
Loss from operations
(24)%(30)%(9)%
Total Other (expense) income, net(4)%(2)%— %
Loss before provision for income taxes(29)%(32)%(10)%
Provision for income taxes%%— %
Net loss(29)%(33)%(10)%
(1) Certain items may not total due to rounding.

Revenue 
Year Ended December 31,Year Ended December 31,
20202019% Change20192018% Change
(in thousands)(in thousands)
Revenue by Segment:
Business$336,856 $267,129 26 %$267,129 $230,285 16 %
Consumer29,764 24,480 22 %24,480 19,553 25 %
Total$366,620 $291,609 26 %$291,609 $249,838 17 %
    
Business Revenue increased by 26% to $336.9 million for the year ended December 31, 2020, from $267.1 million for the year ended December 31, 2019. This increase in Business revenue is driven mainly by increases in hosted services of approximately $60.9 million and an increase in professional services of approximately $8.8 million. Included in hosted services, is an increase in revenue that is variable based on interactions and usage of approximately $30.1 million.
59


     Business revenue increased by 16% to $267.1 million for the year ended December 31, 2019, from $230.3 million for the year ended December 31, 2018. This increase in Business revenue is primarily attributable to an increase in hosted services of approximately $28.2 million and an increase in professional services of approximately $8.6 million.
The increase in Business revenue was driven in nearly equal parts by existing and new customers as LivePerson generated greater demand for its Conversational Commerce software and Gainshare (formerly Pay for Performance) solutions. In the wake of the COVID-19 pandemic, leading brands are turning to LivePerson's AI-powered messaging to overcome a capacity gap created by voice call agent work-from-home measures and increased demand for digital engagement as consumers practice social distancing. LivePerson is powering Conversational AI, automation and messaging strategies across a growing number of use cases from care and sales, to marketing, social, conversational advertising, and brick and mortar. As adoption increases, we are seeing higher revenue per customer. Our average annual revenue per enterprise and midmarket customer was approximately $465,000 in 2020, as compared to approximately $345,000 in 2019. Similarly, we are seeing strong revenue retention rates. Revenue retention rate for enterprise and mid-market customers on Conversational Cloud exceeded the high end of our target range of 105% to 115% in 2020, and was within our target range of 105% to 115% for 2019.
Consumer revenue increased by 22% to $29.8 million for the year ended December 31, 2020, from $24.5 million for the year ended December 31, 2019. This increase is primarily attributable to an increase in chat minutes and price per minute. Consumer revenue increased by 25% to $24.5 million for the year ended December 31, 2019, from $19.6 million for the year ended December 31, 2018. This increase is primarily attributable to an increase in chat minutes and price per minute.
Cost of Revenue - Business
Cost of revenue consists of compensation costs relating to employees who provide customer service to our customers, compensation costs relating to our network support staff, the cost of supporting our server and network infrastructure, and allocated occupancy costs and related overhead.
Year Ended December 31,Year Ended December 31,
20202019% Change20192018% Change
($ in thousands)($ in thousands)
Cost of revenue - Business$99,394 $74,460 33 %$74,460 $58,420 27 %
Percentage of total revenue27 %26 %26 %23 %
Headcount (at period end)245 257 (5)%257 228 13 %
    Cost of revenue increased by 33% to $99.4 million for the year ended December 31, 2020, from $74.5 million for the year ended December 31, 2019. This increase in expense is primarily attributable to an increase in business services and outsourced subcontracted labor of approximately $17.0 million as the Company saw a significant increase in demand for its Gainshare (formerly “Pay for Performance”) services, which power Conversational Commerce programs on behalf of customers. The Company also recognized an increase in salary and employee related expenses of approximately $5.0 million, in expenses for backup server facilities of approximately $1.6 million, in depreciation expense of approximately $1.2 million and in amortization expense of approximately $0.8 million.
    Cost of revenue increased by 27% to $74.5 million for the year ended December 31, 2019, from $58.4 million for the year ended December 31, 2018. This increase in expense is primarily attributable to an increase in business services and outsourced subcontracted labor of approximately $7.2 million, in salary and related employee expenses of approximately $4.4 million, in expenses for backup server facilities of approximately $4.0 million and in depreciation expense of approximately $0.5 million.
Cost of Revenue - Consumer  
Cost of revenue consists of compensation costs relating to employees who provide customer service to Experts and Users, compensation costs relating to our network support staff, the cost of supporting our server and network infrastructure, credit card and transaction processing fees and related costs, and allocated occupancy costs and related overhead.
Year Ended December 31,Year Ended December 31,
20202019% Change20192018% Change
($ in thousands)($ in thousands)
Cost of revenue - Consumer$6,874 $4,418 56 %$4,418 $4,059 %
Percentage of total revenue%%%%
Headcount (at period end)21 17 24 %17 16 %
60


    Cost of revenue increased by 56% to $6.9 million for the year ended December 31, 2020, from $4.4 million for the year ended December 31, 2019. This increase in expense is primarily related to an increase in outsourcing subcontracted labor of approximately $1.3 million is due to the investment in technology infrastructure. We increased outside labor to accelerate a technology change which assisted us in the rollout of HeyExpert, a leading platform for online expert guidance. In addition, there was an increase in salary and employee related expenses of approximately $0.4 million, in credit card processing fees of approximately $0.3 million, in depreciation expense of approximately $0.3 million and backup server facilities of approximately $0.1 million.
    Cost of revenue increased by 9% to $4.4 million for the year ended December 31, 2019, from $4.1 million for the year ended December 31, 2018. This increase in expense is primarily related to an increase in credit card processing fees of approximately $0.3 million.
Sales and Marketing - Business  
Our sales and marketing expenses consist of compensation and related expenses for sales and marketing personnel, as well as advertising, public relations, trade show exhibit expenses and allocated occupancy costs and related overhead.
Year Ended December 31,Year Ended December 31,
20202019% Change20192018% Change
($ in thousands)($ in thousands)
Sales and Marketing - Business$128,752 $140,880 (9)%$140,880 $94,339 49 %
Percentage of total revenue35 %48 %48 %38 %
Headcount (at period end)309 449 (31)%449 352 28 %
Sales and marketing expenses decreased by 9% to $128.8 million for the year ended December 31, 2020, from $140.9 million for the year ended December 31, 2019. This is primarily related to a decrease in salary and employee related expenses of approximately $7.5 million, a decrease in marketing events, advertising, public relations and trade show exhibit expenses of approximately $3.3 million, and a decrease in business services and outsourcing subcontracted labor of approximately $2.6 million. These decreases were offset in part by an increase in backup server facilities of approximately $0.7 million and in depreciation expense of approximately $0.6 million.
In 2020, the Company delayed its planned marketing events due to the COVID-19 pandemic and has also seen an impact in terms of the on-boarding and hiring of employees. The Company has been able to adjust its marketing and hiring efforts in this new environment going forward. Additionally, we have adapted our marketing strategy to include targeted digital experiences that emphasize the unique positioning of our messaging and AI offerings to help brands succeed in this new environment. Our marketing message has shifted to include business continuity and virtualization of the contact center in addition to business improvement.
Sales and marketing expenses increased by 49% to $140.9 million for the year ended December 31, 2019, from $94.3 million for the year ended December 31, 2018. This is primarily related to an increase in salary, recruitment, and related employee expenses of approximately $29.5 million, as the Company doubled the number of quota carrying salespeople to approximately 100 at year-end 2019 from 50 at year-end 2018. Business services and outsourced labor increased approximately $6.5 million, and marketing events, advertising, public relations, and trade show exhibit expenses increased approximately $5.4 million. Other costs consisted of increases in facilities and allocated overhead of $5.1 million, and in depreciation expense of $0.1 million.

Sales and Marketing — Consumer  
Our sales and marketing expenses consist of compensation and related expenses for marketing personnel, as well as online promotion and trade show exhibit expenses and allocated occupancy costs and related overhead.
Year Ended December 31,Year Ended December 31,
20202019% Change20192018% Change
($ in thousands)($ in thousands)
Sales and Marketing - Consumer$21,021 $15,934 32 %$15,934 $9,005 77 %
Percentage of total revenue%%%%
Headcount (at period end)19 18 %18 13 38 %
61


Sales and marketing expenses increased by 32% to $21.0 million for the year ended December 31, 2020, from $15.9 million for the year ended December 31, 2019. This increase is primarily attributable to an increase in marketing expense of approximately $4.8 million, in outsourcing subcontracted labor of approximately $0.2 million, and credit card processing fees of approximately $0.1 million.
Sales and marketing expenses increased by 77% to $15.9 million for the year ended December 31, 2019, from $9.0 million for the year ended December 31, 2018. This increase is primarily attributable to an increase in advertising and online expenses of approximately $6.7 million, and an increase in compensation and related costs for additional and existing sales and marketing personnel of approximately $0.2 million.
General and Administrative  
    Our general and administrative expenses consist primarily of compensation and related expenses for executive, accounting, legal, information technology, human resources and administrative personnel, professional fees and other general corporate expenses.
Year Ended December 31,Year Ended December 31,
20202019% Change20192018% Change
($ in thousands)($ in thousands)
General and administrative$60,557 $56,967 %$56,967 $45,873 24 %
Percentage of total revenue17 %20 %20 %18 %
Headcount (at period end)140 149 (6)%149 128 16 %
General and administrative expenses increased by 6% to $60.6 million for the year ended December 31, 2020, from $57.0 million for the year ended December 31, 2019. This is primarily related to a increase in salary and employee related expenses of approximately $4.3 million and in business services and outsourced labor of approximately $2.6 million. These increases were offset in part by a decrease in facilities of approximately $2.7 million and depreciation expense of approximately $0.7 million.
General and administrative expenses increased by 24% to $57.0 million for the year ended December 31, 2019, from $45.9 million for the year ended December 31, 2018. This is primarily related to an increase in salaries and employee related expenses of approximately $9.2 million and in business services and outsourced labor of approximately $3.8 million. These increases were offset in part by a decrease in allocated occupancy costs, related overhead, information technology, and other general corporate expenses of approximately $1.9 million.
Product Development
Our product development expenses consist primarily of compensation and related expenses for product development personnel as well as allocated occupancy costs and related overhead and outsourced labor and expenses for testing new versions of our software.
Year Ended December 31,Year Ended December 31,
20202019% Change20192018% Change
($ in thousands)($ in thousands)
Product development$108,414 $82,145 32 %$82,145 $55,707 47 %
Percentage of total revenue30 %28 %28 %22 %
Headcount (at period end)467 451 %451 369 22 %
Product development costs increased by 32% to $108.4 million for the year ended December 31, 2020, from $82.1 million for the year ended December 31, 2019. This is primarily related to an increase in salaries and employee related expenses of approximately $11.9 million, in business services and outsourcing subcontracted labor of approximately $8.6 million, in backup server facilities of approximately $1.1 million related to costs supporting our backup servers and in depreciation expense of approximately $5.0 million. The Company made investments in public cloud migration, and in enhancing and expanding new features of the Conversational Cloud. Also, the Company invested in bringing more data scientists and machine learning engineers to focus on Conversational Al.
Product development costs increased by 47% to $82.1 million for the year ended December 31, 2019, from $55.7 million for the year ended December 31, 2018. This is primarily related to an increase in compensation, recruitment, and related costs of approximately $15.3 million, as the Company built out its Seattle Advanced Technology Center, ending 2019 with more than 125 data scientists, machine learnings engineers and automation engineers focused on Conversational AI. The increase was also related to an increase in outsourced labor of approximately $5.0 million, primarily tied to supporting demand
62


for technical services. Facility, allocated occupancy costs and overhead related to costs of supporting our server and network infrastructure increased approximately $4.3 million, depreciation expenses increased approximately $1.5 million, and marketing related costs increased $0.3 million.
We continue to invest in new product development efforts to expand the capability of the Conversational Cloud. In accordance with ASC 350-40, ‘‘Internal- Use Software’’, as new projects are initiated that provide functionality to the Conversational Cloud platform, the associated development and employee costs will be capitalized. Upon completion, the project costs will be depreciated over five years. During the years ended December 31, 2020 and 2019, $33.9 million and $29.1 million was capitalized, respectively.

Restructuring Costs
Year Ended December 31,Year Ended December 31,
20202019% Change20192018% Change
($ in thousands)($ in thousands)
Restructuring Costs$29,420 $2,043 1,340 %$2,043 $4,468 (54)%
Percentage of total revenue%%%%
Restructuring costs increased by 1,340% to $29.4 million for the year ended December 31, 2020, from $2.0 million for the year ended December 31, 2019. This increase is attributable to an increase in restructuring costs related to lease abandonment of approximately $24.1 million, along with severance and other compensation costs of approximately $5.3 million.
In response to the COVID-19 pandemic, the Company went through a re-evaluation of our real estate needs. In connection with this re-evaluation, and the success we have had working remotely, it was decided in July 2020 that we would significantly reduce the real estate space we lease. This decision resulted in the significant reduction of the real estate space we lease and the removal of the associated right of use assets ("ROU assets"). Furthermore, this resulted in various one-time expenses in connection with the abandonment of the majority of our leased facilities. The lease restructuring costs noted above are a result of this transition to an employee-centric workforce model that does not rely on traditional offices.
Restructuring costs decreased by 54% to $2.0 million for the year ended December 31, 2019, from $4.5 million for the year ended December 31, 2018. This decrease is attributable to a decrease in severance and other associated costs of approximately $2.5 million. Severance costs are associated with re-prioritizing and reallocating resources to focus on areas showing high growth potential.
Amortization of Purchased Intangibles  
Year Ended December 31,Year Ended December 31,
20202019% Change20192018% Change
($ in thousands)($ in thousands)
Amortization of purchased intangibles$1,639 $1,794 (9)%$1,794 $1,670 %
Percentage of total revenue— %%%%
Amortization expense for purchased intangibles decreased by 9% to $1.6 million for the year ended December 31, 2020, from $1.8 million for the year ended December 31, 2019, and increased by 7% to $1.8 million for the year ended December 31, 2019, from $1.7 million for the year ended December 31, 2018. The year over year variance is primarily attributable to amortization of patents and customer relationships.
Other (Expense) Income, net  
    Other income, net primarily consists of interest income on cash and cash equivalents, investment income and financial (expense) income which is a result of currency rate fluctuations associated with exchange rate movement of the U.S. dollar against the New Israeli Shekel, Pound Sterling, Japanese Yen, Australian dollar and the Euro.
63


Year Ended December 31,Year Ended December 31,
20202019% Change20192018% Change
($ in thousands)($ in thousands)
Interest (expense) income(14,334)(7,407)94 %(7,407)22 (33,768)%
Other income (expense)$(1,343)$1,213 (211)%$1,213 $(493)(346)%
Other (expense) income, net$(15,677)$(6,194)153 %$(6,194)$(471)1,215 %
Other (expense) income increased by $9.5 million to an expense of $15.7 million for the year ended December 31, 2020, from an expense of $6.2 million for the year ended December 31, 2019. This increase was primarily attributable to an increase in interest expense attributable to the 0.750% Convertible Senior Notes due 2024 (the ‘‘2024 Notes’’), offset in part by interest income on cash and cash equivalents and financial income which is attributable to currency rate fluctuations.
Other (expense) income increased by $5.7 million to an expense of $6.2 million for the year ended December 31, 2019, from an income of $0.5 million for the year ended December 31, 2018. This was primarily attributable to an increase in interest expense attributable to the 2024 Notes, offset in part by interest income on cash and cash equivalents and financial income which is attributable to currency rate fluctuations.
Provision for Income Taxes  
Year Ended December 31,Year Ended December 31,
20202019% Change20192018% Change
($ in thousands)($ in thousands)
Provision for income taxes$2,466 $2,845 (13)%$2,845 $858 232 %
Income tax expense decreased by 13% to $2.5 million for the year ended December 31, 2020, from $2.8 million for the year ended December 31, 2019. Our consolidated effective tax rate was impacted by the statutory income tax rates applicable to each of the jurisdictions in which we operate. During 2020, we recognized a benefit of $0.6 million due to net operating loss and research and development credits carryback resulting from the CARES Act. The decrease in tax expense is primarily due to these factors. 
Income tax expense increased by 232% to $2.8 million for the year ended December 31, 2019, from $0.9 million for the year ended December 31, 2018. Our consolidated effective tax rate was impacted by the statutory income tax rates applicable to each of the jurisdictions in which we operate. During 2018, we recognized a benefit of $2.0 million related to a settlement with the Israeli Tax Authority.  As a result of the settlement, we recognized a benefit as the recorded liability was less than the final settlement. A benefit was also recorded for U.S. federal tax refunds that were recognized due to increased foreign tax credits and increased federal NOLs from foreign tax deductions. The increase in tax expense was primarily due to these factors.
Net Loss  
We had a net loss of $107.6 million for the year ended December 31, 2020 compared to a net loss of $96.1 million for the year ended December 31, 2019. Revenue increased approximately $75.0 million, operating expenses increased by approximately $77.4 million, the provision for income taxes decreased approximately $0.4 million, and other (expense) income net increased by $9.5 million, contributing to a net increase in net loss of approximately $11.5 million.
We had a net loss of $96.1 million for the year ended December 31, 2019 compared to a net loss of $25.0 million for the year ended December 31, 2018. Revenue increased approximately $41.8 million, operating expenses increased by approximately $105.1 million, the provision for income taxes increased approximately $2.0 million, and other (expense) income, net decreased by approximately $5.7 million, contributing to a net increase in net loss of approximately $71.0 million.
64


Quarterly Results of Operations Data    
The following table sets forth, for the periods indicated, the Company’s financial information for the eight most recent quarters ended December 31, 2020. In the Company’s opinion, this unaudited information has been prepared on a basis consistent with the annual consolidated financial statements and includes all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the unaudited information for the periods presented. This information should be read in conjunction with the consolidated financial statements, including the related notes, included herein.
Quarter ended
Dec. 31, 2020Sept. 30,
2020
June 30,
2020
March 31,
2020
Dec. 31, 2019Sept. 30,
2019
June 30,
2019
March 31,
2019
(in thousands, except share and per share data)
Consolidated Statements of Operations Data:
Revenue$102,125 $94,804 $91,603 $78,088 $79,073 $75,175 $70,959 $66,402 
Costs and Expenses:
Cost of revenue28,049 27,692 27,707 22,820 22,060 20,120 18,049 18,649 
Sales and marketing39,700 32,775 34,618 42,680 42,661 41,774 39,343 33,036 
General and administrative12,844 14,891 16,353 16,469 15,079 13,958 13,763 14,167 
Product development27,995 27,736 26,967 25,716 23,213 20,577 20,182 18,173 
Restructuring costs(212)26,442 — 3,190 134 1,425 205 279 
Amortization of purchased intangibles419 411 404 405 448 447 438 461 
Total costs and expenses108,795 129,947 106,049 111,280 103,595 98,301 91,980 84,765 
Loss from operations(6,670)(35,143)(14,446)(33,192)(24,522)(23,126)(21,021)(18,363)
Interest expense, net(5,173)(3,159)(3,211)(2,791)(2,535)(2,189)(2,017)(667)
Other (expense) income, net1,141 (508)(1,309)(667)352 379 (250)733 
Total Other (expense) income, net(4,032)(3,667)(4,520)(3,458)(2,183)(1,810)(2,267)66 
Loss before provision for income taxes (benefit from) (10,702)(38,810)(18,966)(36,649)(26,705)(24,936)(23,288)(18,297)
Provision for (benefit from) income taxes2,553 (100)(339)352 617 936 699 593 
Net loss$(13,255)$(38,710)$(18,627)$(37,001)$(27,322)$(25,872)$(23,987)$(18,890)
Net loss per share of common stock:
Basic$(0.20)$(0.58)$(0.28)$(0.57)$(0.43)$(0.41)$(0.38)$(0.31)
Diluted $(0.20)$(0.58)$(0.28)$(0.57)$(0.43)$(0.41)$(0.38)$(0.31)
Weighted-average shares used to compute net loss per share
Basic67,027,572 66,451,414 65,650,782 64,388,850 63,556,205 63,014,802 62,350,787 61,422,227 
Diluted67,027,572 66,451,414 65,650,782 64,388,850 63,556,205 63,014,802 62,350,787 61,422,227 


Liquidity and Capital Resources
Year Ended December 31,
202020192018
(in thousands)
Consolidated Statements of Cash Flows Data:
Cash flows provided by (used in) operating activities$33,605 $(59,158)$4,779 
Cash flows used in investing activities(43,476)(48,506)(27,773)
Cash flows provided by financing activities483,843 217,851 33,926 
As of December 31, 2020, we had approximately $654.2 million in cash and cash equivalents, an increase of approximately $477.6 million from December 31, 2019. The increase is primarily attributable to cash provided by financing activities relating to issuance of the 2026 Notes, as described in Note 7 of the Notes to the Consolidated Financial Statements, and the issuance of common stock. This was partially offset by purchases of capped calls, as described in Note 7 of the Notes to
65


the Consolidated Financial Statements, fixed assets for our co-location facilities, capitalization of internally developed software, debt issuance costs, and increases in prepaid expenses and accounts receivable.
Net cash provided by operating activities was $33.6 million in the year ended December 31, 2020. Our net loss was $107.6 million, which includes the effect of non-cash expenses related to stock-based compensation, amortization of purchased intangibles and finance leases, depreciation, and provision for doubtful accounts, as well as increases in operating lease liability due to the transition to an employee centric model under which employees will work remotely, and increase in accrued expenses and decrease in accounts receivable. This was partially offset by increases in prepaid expenses and other current assets and decrease in deferred revenue. Net cash used in operating activities was $59.2 million in the year ended December 31, 2019. Our net loss was $96.1 million, which includes the effect of non-cash expenses related to stock-based compensation, amortization of purchased intangibles, depreciation, and provision for doubtful accounts, as well as increases in deferred revenue due to more of our customers moving to cash payments in advance on annual billings and in accounts payable and accrued expenses. This was partially offset by increases in prepaid expenses, other current assets and accounts receivable, and decrease in deferred tax liability.
Net cash used in investing activities was $43.5 million in the year ended December 31, 2020 due primarily to the purchase of fixed assets for our co-location facilities and capitalization of internally developed software. Net cash used in investing activities was $48.5 million in the year ended December 31, 2019 and consisted primarily of the purchase of fixed assets for our co-location facilities and capitalization of internally developed software.
Net cash provided by financing activities was $483.8 million in the year ended December 31, 2020 due primarily to the proceeds from issuance of the 2026 Notes and proceeds from issuance of common stock in connection with the exercise of stock options by employees. This was partially offset by purchases of capped calls, debt issuance costs, and payment of our finance lease. The net proceeds of the 2026 Notes was approximately $506.6 million, after deducting initial purchaser debt issuance costs paid or payable by us, from issuance of the 2026 Notes, as described in Note 7 of the Notes to the Consolidated Financial Statements. Net cash provided by financing activities was $217.9 million in the year ended December 31, 2019 and consisted primarily of proceeds from issuance of the 2024 Notes and proceeds from issuance of common stock in connection with the exercise of stock options by employees. This was partially offset by purchases of capped calls, debt issuance costs, and repurchase of our common stock. The net proceeds of the 2024 Notes was approximately $221.4 million, after deducting initial purchaser debt issuance costs paid or payable by us, from issuance of the 2024 Notes, as described in Note 7 of the Notes to the Consolidated Financial Statements.
We anticipate that our current cash and cash equivalents will be sufficient to satisfy our working capital and capital requirements for at least the next 12 months. However, we cannot assure you that we will not require additional funds prior to such time, and we would then seek to sell additional equity or debt securities through public financings, or seek alternative sources of financing. We cannot assure you that additional funding will be available on favorable terms, when needed, if at all. If we are unable to obtain any necessary additional financing, we may be required to further reduce the scope of our planned sales and marketing and product development efforts, which could materially adversely affect our business, financial condition and operating results. In addition, we may require additional funds in order to fund more rapid expansion, to develop new or enhanced services or products, or to invest in or acquire complementary businesses, technologies, services or products.

Off Balance Sheet Arrangements
We do not have any special purposes entities, and other than operating leases, which are described below we do not engage in off-balance sheet financing arrangements.
Contractual Obligations and Commitments
We lease facilities and certain equipment under agreements accounted for as operating and finance leases. These leases generally require us to pay all executory costs such as maintenance and insurance. Total lease cost for the years ended December 31, 2020, 2019 and 2018, was approximately $13.5 million, $13.0 million and $10.9 million, respectively.
As of December 31, 2020, our principal commitments were approximately $24.4 million under various operating and finance leases, of which approximately $10.2 million is due in 2021. We currently expect that our principal commitments for the year ending December 31, 2021 will not exceed approximately $10.2 million in the aggregate.
Our contractual obligations at December 31, 2020 are summarized as follows (amounts in thousands):
66



Payments Due by Period
Contractual ObligationsTotalLess Than
1 Year
1 – 3 Years3 – 5 YearsMore Than
5 Years
Operating leases$14,197 $6,377 $5,759 $1,798 $263 
Finance leases$10,200 $3,814 $6,386 $— $— 
Convertible senior notes(1)
$— $— $— $230,000 $517,500 
Total$24,397 $10,191 $12,145 $231,798 $517,763 
(1) See Note 7 of the Notes to the Consolidated Financial Statements included elsewhere in this Form 10-K for a discussion of our convertible senior notes.

Capital Expenditures
Total capital expenditures in 2020 were approximately $41.6 million, primarily related to software capitalization and to the continued expansion of our co-location facilities. Our total capital expenditures are not currently expected to exceed $47.3 million in 2021. We anticipate that our current cash and cash equivalents and cash from operations will be sufficient to fund these capital expenditures.
Indemnifications
We enter into service and license agreements in the ordinary course of business. Pursuant to some of these agreements, we agree to indemnify certain customers from and against certain types of claims and losses suffered or incurred by them as a result of using our products.
We also have agreements whereby our executive officers and directors are indemnified for certain events or occurrences while the officer or director is, or was serving, at our request in such capacity. The maximum potential amount of future payments we could be required to make under these indemnification agreements is unlimited; however, we have a directors and officers insurance policy that reduces our exposure and enables us to recover a portion of any future amounts paid. As a result of our insurance policy coverage, we believe the estimated fair value of these indemnification agreements is minimal. Currently, we have no liabilities recorded for these agreements as of December 31, 2020.

Critical Accounting Policies and Estimates
Our consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America. As such, we are required to make certain estimates, judgments and assumptions that management believes are reasonable based upon the information available. We base these estimates on our historical experience, future expectations and various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for our judgments that may not be readily apparent from other sources. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods.
    We believe that the assumptions and estimates associated with revenue recognition, stock-based compensation, accounts receivable, the valuation of goodwill and intangible assets, income taxes and legal contingencies have the greatest potential impact on our consolidated financial statements. We evaluate these estimates on an ongoing basis. Actual results could differ from those estimates under different assumptions or conditions, and any differences could be material. For further information on all of our significant accounting policies, see Note 1 of the Notes to the Consolidated Financial Statements under Item 8 of this Annual Report on Form 10-K.
Revenue Recognition
    The majority of our revenue is generated from monthly service revenues and related professional services from the sale of our services. Revenues are recognized when control of these services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those services.
We determine revenue recognition through the following steps:
Identification of the contract, or contracts, with a customer;
Identification of the performance obligations in the contract;
Determination of the transaction price;
Allocation of the transaction price to the performance obligations in the contract; and
67



Recognition of revenue when, or as, we satisfy a performance obligation.
    
    Total revenue of $366.6 million, $291.6 million, and $249.8 million was recognized during the years ended December 31, 2020, December 31, 2019 and December 31, 2018, respectively.

Hosted Services- Business Revenue

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

Professional Services Revenues

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

Contracts with Multiple Performance Obligations

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

Hosted Services- Consumer Revenue

    For revenue from our Consumer segment generated from online transactions between Experts and Users, revenue is recognized at an amount net of Expert fees in accordance with ASC 606, “Principal Agent Considerations,” due primarily to the fact that we do not act as a principal in a transaction since we do not control the specified goods or services before they are transferred to the customer. Additionally, we perform as an agent without any risk of loss for collection, and we are not involved in selecting the Expert or establishing the Expert’s fee. We collect a fee from the consumer and retain a portion of the fee, and then remit the balance to the Expert. Revenue from these transactions is recognized at the point in time when the transaction is complete and no significant performance obligations remain.



68




Stock-Based Compensation
We follow ASC 718-10, “Stock Compensation,” which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized.
As of December 31, 2020, there was approximately $17.9 million of total unrecognized compensation cost related to nonvested stock options. That cost is expected to be recognized over a weighted average period of approximately 2.5 years. As of December 31, 2020, there was approximately $66.8 million of total unrecognized compensation cost related to nonvested restricted stock units. That cost is expected to be recognized over a weighted average period of approximately 2.8 years.
Accounts Receivable
We perform ongoing credit evaluations of our customers’ financial condition (except for customers who purchase the LivePerson services by credit card via Internet download) and have established an allowance for doubtful accounts based upon factors surrounding the credit risk of customers, historical trends and other information that we believe to be reasonable, although they may change in the future. If there is a deterioration of a customer’s credit worthiness or actual write-offs are higher than our historical experience, our estimates of recoverability for these receivables could be adversely affected. Although our large number of customers limits our concentration of credit risk, if we experience a significant write-off from one of our large customers, it could have a material adverse impact on our consolidated financial statements. No single customer accounted for or exceeded 10% of our total revenue in 2020, 2019 and 2018 . No single customer accounted for or exceeded 10% of our total accounts receivable in 2020 and 2018. Two customers exceeded 10% of our total accounts receivable in 2019. During 2020, we increased our allowance for doubtful accounts from approximately $3.1 million to approximately $5.3 million. A large proportion of receivables are due from larger corporate customers that typically have longer payment cycles.
Goodwill
Goodwill represents the excess of the aggregate purchase price over the fair value of net identifiable assets acquired in a business combination. Goodwill is not amortized and is tested for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The Company has determined that it operates as two reporting units and has selected September 30 as the date to perform its annual impairment test. In the valuation of goodwill, management must make assumptions regarding estimated future cash flows to be derived from the Company's business. If these estimates or their related assumptions change in the future, the Company may be required to record impairment for these assets.

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

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

Impairment of Long-Lived Assets
The carrying amounts of our long-lived assets, including property and equipment, lease right-of-use assets, capitalized internal-use software, costs to obtain customer contracts, and acquired intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable or that the useful lives are shorter than originally estimated. Recoverability of assets to be held and used is measured by comparing the carrying amount of an asset to future undiscounted net cash flows the asset is expected to generate over its remaining life. If the asset is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset. If the useful life is shorter than originally estimated, we amortize the remaining carrying value over the new shorter useful life. There was a loss on disposal of approximately $5.1 million in October 2020. The Company recognized accelerated depreciation of fixed assets that were determined to no longer be of future economic benefit to the Company based on the decision to vacate the leased office space.


69



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. In evaluating our ability to recover our deferred tax assets in the jurisdiction from which they arise, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax-planning strategies, and results of recent operations. We include interest accrued on the underpayment of income taxes in interest expense and penalties, if any, related to unrecognized tax benefits in general and administrative expenses. We recorded a valuation allowance as we considered our cumulative loss in recent years as a significant piece of negative evidence. During the year ended December 31, 2020, there was an increase in the valuation allowance of $6.9 million.
Legal Contingencies
    We are subject to legal proceedings and litigation arising in the ordinary course of business. Periodically, we evaluate the status of each legal matter and assess our potential financial exposure. If the potential loss from any legal proceeding or litigation is considered probable and the amount can be reasonably estimated, we accrue a liability for the estimated loss. Significant judgment is required to determine the probability of a loss and whether the amount of the loss is reasonably estimable. The outcome of any proceeding is not determinable in advance. As a result, the assessment of a potential liability and the amount of accruals recorded are based only on the information available at the time. As additional information becomes available, we reassess the potential liability related to the legal proceeding or litigation, and may revise our estimates. Any revisions could have a material effect on our results of operations. See Note 13, Legal Matters, of the Notes to the Consolidated Financial Statements under Item 8 of this Annual Report on Form 10-K for additional information on our legal proceedings and litigation.
Recently Issued Accounting Standards
    See Note 1 of the Notes to the Consolidated Financial Statements for a full description of recently issued accounting standards.
Recently Adopted Accounting Pronouncements
    See Note 1 of the Notes to the Consolidated Financial Statements for a full description of recently adopted accounting pronouncements.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Currency Rate Fluctuations
As a result of the scope of our Israeli operations, there is currency rate fluctuation risk associated with the exchange rate movement of the U.S. dollar against the New Israeli Shekel (“NIS”). For the year ended December 31, 2020, the U.S dollar appreciated as compared to the NIS by an average of 4% as compared to December 31, 2019. For the year ended December 31, 2020, expenses generated by our Israeli operations totaled approximately $72.6 million. Based on our exposure to NIS exchange rate fluctuation against a dollar as of December 31, 2018, a 1% increase or decrease in the value of the NIS would increase or decrease our income before income taxes by approximately $0.7 million.
We actively monitor the movement of the U.S. dollar against the NIS, Pound Sterling, Euro, Australian dollar and Japanese Yen and have considered the use of financial instruments, including but not limited to derivative financial instruments, which could mitigate such risk. If we determine that our risk of exposure materially exceeds the potential cost of derivative financial instruments, we may in the future enter in to these types of investments. The functional currency of our wholly-owned Israeli subsidiaries, LivePerson Ltd. (formerly HumanClick Ltd.) and Kasamba Ltd., is the U.S. dollar; the functional currency of our operations in the United Kingdom is the Pound Sterling; the functional currency of our operations in the Netherlands, Germany, France and Italy is the Euro; the functional currency of our operations in Australia is the Australian Dollar; and the functional currency of our operations in Japan is the Japanese Yen.
Collection Risk
Our accounts receivable are subject, in the normal course of business, to collection risks. We regularly assess these risks and have established policies and business practices to protect against the adverse effects of collection risks. During 2020,
70



we increased our allowance for doubtful accounts from $3.1 million to approximately $5.3 million. During 2019, we increased our allowance for doubtful accounts by approximately $2.3 million to approximately $3.1 million. A large proportion of receivables are due from larger corporate customers that typically have longer payment cycles. We base our allowance for doubtful accounts on specifically identified credit risks of customers, historical trends and other information that we believe to be reasonable. We adjust our allowance for doubtful accounts when accounts previously reserved have been collected.
Interest Rate Risk
Our investments consist of cash and cash equivalents. Therefore, changes in the market’s interest rates do not affect in any material respect the value of the investments as recorded by us.
Inflation Rate Risk
We do not believe that inflation has had a material effect on our business, financial conditions or results of operations. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, financial condition and results of operations.
71


Item 8. Consolidated Financial Statements and Supplementary Data
INDEX
Page
Report of BDO USA, LLP, An Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2020 and 2019
Consolidated Statements of Operations for each of the years ended December 31, 2020, 2019 and 2018
Consolidated Statements of Comprehensive Loss for each of the years ended December 31, 2020, 2019 and 2018
Consolidated Statements of Stockholders’ Equity for each of the years ended December 31, 2020, 2019 and 2018
Consolidated Statements of Cash Flows for each of the years ended December 31, 2020, 2019 and 2018
Notes to Consolidated Financial Statements

72


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
LivePerson, Inc.
New York, New York
Opinion on the Consolidated Financial Statements
    We have audited the accompanying consolidated balance sheets of LivePerson, Inc. and subsidiaries (the “Company”) as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive loss, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and our report dated March 8, 2021 expressed an unqualified opinion thereon.
Change in Accounting Principle

    On January 1, 2019, the Company changed its method of accounting for leases due to the adoption of Accounting Standards Codification Topic 842, Leases. The effects of the adoption are described in Note 1 to the consolidated financial statements.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Revenue Contracts with Multiple Performance Obligations
As described in Note 1 to the consolidated financial statements, certain of the Company’s revenue contracts contain multiple performance obligations primarily relating to the sale of hosted subscription and professional services. For these revenue contracts, the Company accounts for the individual performance obligations separately if they are distinct. The transaction price is allocated to the performance obligations based on their relative standalone selling prices. The Company determines the standalone selling prices based on its overall pricing objectives, taking into consideration market conditions and
73


other factors, including the value of its contracts, the cloud applications sold, and the number and types of users within its contracts.
We identified revenue recognition related to contracts that contain multiple performance obligations as a critical audit matter. The determination of whether multiple services within a contract are distinct performance obligations that should be accounted for separately and the estimates of the standalone selling price for each distinct performance obligation require management to exercise significant judgment that includes a high degree of subjectivity. Auditing these elements involved especially challenging auditor judgment due to the nature and extent of audit effort required to address these matters.
The primary procedures we performed to address this critical audit matter included:
Testing the design and operating effectiveness of certain controls relating to management’s determination of standalone selling prices for each of the performance obligations.
Evaluating management’s technical accounting positions and assessing the reasonableness of management’s judgments and assumptions in the determination of whether the products and services are distinct performance obligations and the determination of the standalone selling prices for each of the performance obligations.
Testing the reasonableness of the identification of distinct performance obligations and determination of the standalone selling prices through review of a sample of revenue contracts.

Convertible Senior Notes

As described in Note 7 to the consolidated financial statements, the Company issued $517.5 million aggregate principal amount of 0% Convertible Senior Notes (the “2026 Notes”) in a private placement in 2020. In accounting for the issuance of the 2026 Notes, 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 does not have an associated convertible feature. The carrying amount of the equity component representing the conversion option was determined by deducting the fair value of the liability component from the par value of the 2026 Notes.

We identified the accounting evaluation, including the related fair value determinations, of the 2026 Notes as a critical audit matter. The principal considerations for our determination were: (i) the evaluation of the potential derivatives that needed to be bifurcated, and (ii) considerations related to determination of the fair value of the 2026 Notes and the conversion option including complex valuation models and assumptions utilized by management. Auditing these elements involved especially challenging auditor judgment due to the nature and extent of audit effort required to address these matters, including the extent of specialized skill or knowledge needed.

The primary procedures we performed to address this critical audit matter included:

Utilizing personnel with specialized knowledge and skill in technical accounting to assist in: (i) evaluating the relevant terms and conditions of the 2026 Notes' agreements, and (ii) assessing the appropriateness of conclusions reached by the Company with respect to the accounting for the 2026 Notes and identification, assessment and accounting for potential derivatives.
Utilizing personnel with specialized knowledge and skill in valuation to assist in assessing the appropriateness of the valuation models utilized by management to determine the fair value of the 2026 Notes and assessing the reasonableness of assumptions incorporated into the valuation models.



/s/ BDO USA, LLP

We have served as the Company's auditor since 2005.

New York, New York
March 8, 2021
74


LIVEPERSON, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
December 31,
20202019
ASSETS
CURRENT ASSETS:
Cash and cash equivalents
$654,152 $176,523 
Accounts receivable, net of allowance for doubtful accounts of $5,344 and $3,070, in 2020 and 2019, respectively
80,423 87,620 
Prepaid expenses and other current assets
14,236 13,964 
Total current assets
748,811 278,107 
Operating lease right of use asset 614 15,680 
Property and equipment, net106,055 76,236 
Contract acquisition costs41,021 31,965 
Intangibles, net10,927 11,812 
Goodwill95,192 94,987 
Deferred tax assets2,032 2,179 
Other assets1,780 1,744 
Total assets$1,006,432 $512,710 
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable
$14,115 $12,302 
Accrued expenses and other current liabilities
99,870 62,778 
Deferred revenue
88,848 88,751 
Operating lease liability
5,718 6,602 
Total current liabilities
208,551 170,433 
Deferred revenue, net of current portion
409 438 
Convertible senior notes, net538,432 179,012 
Other liabilities
6,304 72 
Operating lease liability, net of current portion7,180 12,865 
Deferred tax liability
1,622 1,355 
Total liabilities
762,498 364,175 
Commitments and contingencies (See Note 9)


STOCKHOLDERS' EQUITY:
Preferred stock, $0.001 par value - 5,000,000 shares authorized, none issued
Common stock, $0.001 par value - 200,000,000 and 200,000,000 shares authorized, 70,264,265 and 66,543,073 shares issued, and 67,554,435 and 63,833,243 shares outstanding as of December 31, 2020 and 2019, respectively
70 67
Additional paid-in capital
635,672 436,557 
Treasury stock, at cost; 2,709,830 shares
(3)(3)
Accumulated deficit
(391,885)(283,562)
Accumulated other comprehensive income (loss)80 (4,524)
Total stockholders’ equity
243,934 148,535 
    Total liabilities and stockholders’ equity
$1,006,432$512,710
See notes to consolidated financial statements.
75


LIVEPERSON, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
Year Ended December 31,
202020192018
Revenue$366,620 $291,609 $249,838 
Costs and expenses: (1) (2)
Cost of revenue (3)
106,268 78,878 62,479 
Sales and marketing
149,773 156,814 103,344 
General and administrative
60,557 56,967 45,873 
Product development
108,414 82,145 55,707 
Restructuring costs
29,420 2,043 4,468 
Amortization of purchased intangibles
1,639 1,794 1,670 
Total costs and expenses
456,071 378,641 273,541 
Loss from operations
(89,451)(87,032)(23,703)
Other (expense) income, net
Interest (expense) income
(14,334)(7,407)22 
Other (expense) income, net(1,343)1,213 (493)
Total Other (expense) income, net(15,677)(6,194)(471)
Loss before provision for income taxes(105,128)(93,226)(24,174)
Provision for income taxes2,466 2,845 858 
Net loss$(107,594)$(96,071)$(25,032)
Net loss per share of common stock:
Basic$(1.63)$(1.53)$(0.42)
Diluted$(1.63)$(1.53)$(0.42)
Weighted-average shares used to compute net loss income per share:
Basic65,888,45062,593,02659,203,400
Diluted65,888,45062,593,02659,203,400
(1) Amounts include stock compensation expense, as follows:
Cost of revenue $6,511 $4,218 $996 
Sales and marketing 16,106 10,010 5,374 
General and administrative 15,772 12,216 4,921 
Product development27,557 17,661 3,550 
(2) Amounts include depreciation and amortization expense, as follows:
Cost of revenue $10,082 $8,557 $7,831 
Sales and marketing 2,268 1,642 1,520 
General and administrative 239 908 1,083 
Product development10,237 5,259 3,754 
(3) Amounts include amortization of purchased intangibles and finance leases, as follows:
Cost of revenue $1,913 $1,138 $1,143 
See notes to consolidated financial statements.
76


LIVEPERSON, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(IN THOUSANDS)
Year Ended December 31,
202020192018
Net loss$(107,594)$(96,071)$(25,032)
Foreign currency translation adjustment4,604 (93)(1,896)
Comprehensive loss$(102,990)$(96,164)$(26,928)

See notes to consolidated financial statements.
77


LIVEPERSON, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(IN THOUSANDS, EXCEPT SHARE DATA)
Common StockTreasury StockAdditional
Paid-in
Capital
Accumulated
Deficit
Accumulated Other
Comprehensive
Loss
SharesAmountSharesAmountTotal
Balance at December 31, 201759,663,969 60 (2,587,535)(3)305,676 (163,135)(2,535)140,063 
Common stock issued upon exercise of stock options3,120,404 3 — — 32,788 — — 32,791 
Common stock issued upon vesting of restricted stock units361,539 1 — — — — — 1 
Stock-based compensation— — — — 14,841 — — 14,841 
Common stock issued under Employee Stock Purchase Plan150,989 — — — 2,480 — — 2,480 
Common stock repurchase— — (93,750)— (1,345)— — (1,345)
ASC 606 prior period adjustment — — — — — 676 — 676 
Issuance of common stock in connection with acquisitions379,328 — — — 8,150 — — 8,150 
Net loss— — — — — (25,032)— (25,032)
Other comprehensive loss— — — — — — (1,896)(1,896)
Balance at December 31, 201863,676,229 64 (2,681,285)(3)362,590 (187,491)(4,431)170,729 
Common stock issued upon exercise of stock options1,523,018 2 — — 16,916 — — 16,918 
Common stock issued upon vesting of restricted stock units1,197,576 1 — — 999 — — 1,000 
Stock-based compensation— — — — 25,083 — — 25,083 
Common stock issued under Employee Stock Purchase Plan146,250 — — — 4,142 — — 4,142 
Common stock repurchase— — (28,545)— (903)— — (903)
Equity component of convertible senior notes— — — — 52,900 — — 52,900 
Equity component of convertible senior notes issuance costs— — — — (1,986)— — (1,986)
Purchase of capped call option— — — — (23,184)— — (23,184)
Net loss— — — — — (96,071)— (96,071)
Other comprehensive income— — — — — — (93)(93)
Balance at December 31, 201966,543,073 $67 (2,709,830)$(3)$436,557 $(283,562)$(4,524)$148,535 
Common stock issued upon exercise of stock options1,683,315 1 — — 21,353 — — 21,354 
Common stock issued upon vesting of restricted stock units915,827 1 — — — — — 1 
Common stock as earnout payment in connection with AdvantageTec Inc.11,508 — — — 293 — — 293 
Stock-based compensation— — — — 36,132 — — 36,132 
Bonus cash payment settled in shares of the Company's common stock991,905 1 — — 24,656 — — 24,657 
ASU 2016-13 (Topic 326) Adjustment (See note 1)— — — — — (729)— (729)
Common stock issued under Employee Stock Purchase Plan118,637 — — — 4,002 — — 4,002 
Equity component of convertible senior notes— — — — 162,534 — — 162,534 
Equity component of convertible senior notes issuance costs— — — — (3,797)— — (3,797)
Purchase of capped call option— — — — (46,058)— — (46,058)
Net loss— — — — — (107,594)— (107,594)
Other comprehensive income— — — — — — 4,604 4,604 
Balance at December 31, 202070,264,265 $70 (2,709,830)$(3)$635,672 $(391,885)$80 $243,934 
See notes to consolidated financial statements.
78


LIVEPERSON, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS, EXCEPT SHARE DATA)
Year Ended December 31,
202020192018
OPERATING ACTIVITIES:
Net loss$(107,594)$(96,071)$(25,032)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Stock-based compensation expense65,946 44,105 14,841 
Depreciation and amortization22,826 16,366 14,188 
Loss on disposal5,147   
Amortization of tenant allowance (516)(326)
Amortization of purchased intangibles and finance leases3,552 2,932 2,813 
Amortization of debt issuance costs1,340 956  
Accretion of debt discount on convertible senior notes11,564 7,605  
Change in fair value of contingent consideration(263)(328) 
Provision for doubtful accounts, net3,211 2,159 1,788 
Deferred income taxes579 (1,207)(309)
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable6,371 (43,757)(9,662)
Prepaid expenses and other current assets23 (4,712)(12,993)
Contract acquisition costs noncurrent(6,463)(13,718)(1,635)
Other assets(37)(30)(107)
Accounts payable(733)3,808 2,199 
Accrued expenses and other current liabilities22,931 (10,882)(205)
Deferred revenue(3,118)33,953 19,005 
Decrease in net operating lease asset and liability8,276 388  
Deferred tax liability   
Other liabilities47 (209)214 
Net cash provided by (used in) operating activities33,605 (59,158)4,779 
INVESTING ACTIVITIES:
Purchases of property and equipment, including capitalized software(41,641)(47,582)(21,938)
Payments for acquisitions and intangible assets, net of cash acquired(1,835)(924)(7,286)
Cash held as collateral  1,451 
Net cash used in investing activities
(43,476)(48,506)(27,773)
FINANCING ACTIVITIES:
Principal payments for financing leases(1,154)  
Repurchase of common stock (903)(1,345)
Proceeds from issuance of common stock in connection with the exercise of options and ESPP25,355 21,060 35,271 
Proceeds from issuance of convertible senior notes517,500 230,000  
Payment of issuance costs in connection with convertible senior notes(11,800)(8,635) 
Payment related to contingent consideration (487) 
Purchase of capped call option(46,058)(23,184) 
Net cash provided by financing activities
483,843 217,851 33,926 
EFFECT OF FOREIGN EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS3,657 (113)(598)
CHANGE IN CASH AND CASH EQUIVALENTS477,629 110,074 10,334 
CASH AND CASH EQUIVALENTS - Beginning of the year176,523 66,449 56,115 
CASH AND CASH EQUIVALENTS - End of the year$654,152 $176,523 $66,449 
SUPPLEMENTAL DISCLOSURE OF OTHER CASH FLOW INFORMATION:
Cash paid for income taxes$4,651 $3,304 $5,144 
Cash paid for interest$1,931 $848 $ 
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Purchase of property and equipment recorded in accounts payable$1,638 $1,198 $190 
79


Leasehold improvements funded by landlord$ $ $1,551 
Right of use assets obtained in exchange for operating lease liabilities (1)
$ $21,588 $ 
Right of use assets obtained in exchange for finance lease liabilities$10,818 $ $ 
Issuance of 38,462 shares of common stock in connection with the Conversable transaction on December 13, 2019
$ $1,000 $ 
Issuance of 85,861 shares of common stock in connection with the BotCentral transaction on January 24, 2018
$ $ $1,000 
Issuance of 115,385 shares of common stock in connection with the Conversable transaction on September 27, 2018
$ $ $2,850 
Issuance of 178,082 shares of common stock in connection with the AdvantageTec transaction on October 11, 2018
$ $ $4,300 
Fair value of contingent earn-out in connection with the acquisition of Conversable recorded in accrued expenses$ $ $1,496 
Fair value of contingent earn-out in connection with the acquisition of AdvantageTec recorded in accrued expenses$ $ $876 
Issuance of 11,508 shares of common stock as earn-out payment in connection with AdvantageTec Inc.
$293 $ $ 
Issuance of 991,905 shares of common stock to settle cash awards
$24,657 $ $ 
(1) Includes leases that commenced during the year ended December 31, 2020, as well as balances related to leases in existence as of the date of the adoption of Topic 842.
See notes to consolidated financial statements.
80

LIVEPERSON, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


81


1. Description of Business and Summary of Significant Accounting Policies
    LivePerson was incorporated in the State of Delaware in November 1995 and the LivePerson service was introduced in November 1998. In April 2000, the company completed an initial public offering and is currently traded on the NASDAQ Global Select Market and the Tel Aviv Stock Exchange. LivePerson is headquartered in New York City. In light of the COVID-19 pandemic and the company’s strong performance working remotely, LivePerson has adopted an “employee-centric” workforce model that does not rely on traditional offices.
    LivePerson, Inc. (“LivePerson”, the “Company”, “we” or “our”) makes life easier for people and brands everywhere through trusted Conversational AI. 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. This trend has been significantly accelerated by the COVID-19 pandemic and can now be viewed as a permanent, structural shift in consumer behavior. Our technology enables consumers to connect with businesses through these same preferred conversational interfaces, including Facebook Messenger, SMS, WhatsApp, Apple Business Chat, Google Rich Business Messenger and Alexa. These messaging conversations harness human agents, bots and Artificial Intelligence (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, our 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, short message service (SMS), social media and third-party consumer messaging platforms. Brands can also use the Conversational Cloud to message consumers when they dial a 1-800 number instead of forcing them to navigate interactive voice response systems (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, cobrowsing 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 we call “the tango” of humans, AI and bots, whereby human agents act as bot managers, overseeing AI-powered conversations and seamlessly stepping into the flow when a personal touch is needed. Agents become ultra-efficient, leveraging the AI engine to serve up relevant content, define next-best actions and take over repetitive transactional work, so that the agent can focus on relationship building. By seamlessly integrating messaging with our proprietary Conversational AI, as well as third-party bots, the Conversational Cloud offers brands a comprehensive approach to scaling automations across their millions of customer conversations.
    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.



82

LIVEPERSON, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Description of Business and Summary of Accounting Policies (Continued)
Principles of Consolidation
The consolidated financial statements reflect the operations of LivePerson and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) requires the Company’s management to make a number of estimates and assumptions relating to the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the period. Significant items subject to such estimates and assumptions include revenue recognition, stock-based compensation, accounts receivable, the valuation of goodwill and intangible assets, income taxes and legal contingencies. Actual results could differ from those estimates.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable which approximate fair value at December 31, 2020 because of the short-term nature of these instruments. The Company invests its cash and cash equivalents with financial institutions that it believes are of high quality, and the Company performs periodic evaluations of these instruments and the relative credit standings of the institutions with which it invests. At certain times, the Company’s cash balances with any one financial institution may exceed Federal Deposit Insurance Corporation insurance limits. The Company believes it mitigates its risk by depositing its cash balances with high credit, quality financial institutions.
The Company performs ongoing credit evaluations of its customers’ financial condition (except for customers who purchase the LivePerson services by credit card via Internet download) and has established an allowance for doubtful accounts based upon factors surrounding the credit risk of customers, historical trends and other information. Concentration of credit risk is limited due to the Company’s large number of customers. No single customer accounted for or exceeded 10% of revenue in 2020, 2019 and 2018 No single customer accounted for or exceeded 10% of the Company’s total accounts receivable in 2020 and 2018. Two customers exceeded 10% of the Company's total accounts receivable in 2019.
Foreign Currency Translation
    The Company’s operations are conducted in various countries around the world and the financial statements of its foreign subsidiaries are reported in the applicable foreign currencies (functional currencies). Financial information is translated from the applicable functional currency to the U.S. dollar (the reporting currency) for inclusion in the Company’s consolidated financial statements. Income, expenses and cash flows are translated at weighted average exchange rates prevailing during the fiscal period, and assets and liabilities are translated at fiscal period-end exchange rates. Resulting translation adjustments are included as a component of accumulated other comprehensive income (loss) in stockholders’ equity. Foreign exchange transaction gain or losses are included in Other Income (Expense), net in the accompanying consolidated statements of operations.
Cash and Cash Equivalents
The Company considers all highly liquid securities with original maturities of three months or less when acquired to be cash equivalents. Cash equivalents, which primarily consist of money market funds, are recorded at cost, which approximates fair value.
Accounts Receivable
Accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. The Company determines the allowance based on historical write-off experience. The Company reviews its allowance for doubtful accounts monthly. Past due balances over 90 days and over a specified amount are reviewed individually for collectability. All other balances are reviewed on a pooled basis. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance sheet credit exposure related to its customers. The activity in the allowance for doubtful accounts is as follows (amounts in thousands):
83

LIVEPERSON, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Description of Business and Summary of Accounting Policies (Continued)
Year Ended December 31,
Beginning Balance
Additions
Charged to
Costs and
Expenses
Deductions /
Write-Offs
ASU 2016-13 (Topic 326) AdjustmentEnding Balance
2018$1,318 $1,788 $(830)$— $2,276 
2019$2,276 $2,159 $(1,365)$— $3,070 
2020$3,070 $3,211 $(1,666)$729 $5,344 
Property and Equipment
Property and equipment are stated at cost, net of accumulated depreciation, and amortization. Depreciation and amortization is calculated using the straight-line method over the estimated useful lives of the related assets, generally three to five years for equipment and software. Leasehold improvements are amortized using the straight-line method over the shorter of the lease term or the estimated useful life of the asset. Depreciation expense, which includes amortization of internal use software totaled $22.8 million, $16.4 million, and $14.2 million for the years ended December 31, 2020, 2019 and 2018, respectively.
Internal-Use Software Development Costs
In accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 350-40, ‘‘Internal-Use Software’’, the Company capitalizes its costs to develop its internal use software when preliminary development efforts are successfully completed, management has authorized and committed project funding, and it is probable that the project will be completed and the software will be used as intended. These costs are included in property and equipment in the Company's consolidated balance sheets and are amortized on a straight-line basis over the estimated useful life of the related asset, which approximates five years. Costs incurred prior to meeting these criteria, together with costs incurred for training and maintenance, are expensed as incurred.
    The Company capitalized internal-use software costs of $33.9 million, $29.1 million, and $11.7 million for the years ended December 31, 2020, 2019 and 2018, respectively.
Goodwill and Intangible Assets
Goodwill represents the excess of the aggregate purchase price over the fair value of net identifiable assets acquired in a business combination. Goodwill is not amortized and is tested for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The Company has determined that it operates as two reporting units and has selected September 30 as the date to perform its annual impairment test. In the valuation of goodwill, management must make assumptions regarding estimated future cash flows to be derived from the Company's business. If these estimates or their related assumptions change in the future, the Company may be required to record impairment for these assets.

The Company has the option to first perform a qualitative assessment to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount. However, the Company may elect to bypass the qualitative assessment and proceed directly to the quantitative impairment tests. The impairment test involves comparing the fair value of the reporting unit to its carrying value, including goodwill. A goodwill impairment will be the amount by which a reporting unit’s carrying value exceeds its fair value. The impairment is limited to the carrying amount of goodwill.
No goodwill impairment charges have been recorded for any period presented.
Intangible assets with estimable useful lives are amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment in accordance with ASC 360-10-35, “Accounting for Impairment or Disposal of Long-Lived Assets.”
Acquired intangible assets consist of identifiable intangible assets, primarily developed technology and customer relationships, resulting from our acquisitions. Intangible assets are recorded at fair value on the date of acquisition.
Business Combinations
Business combinations are accounted for using the acquisition method and accordingly, the assets acquired (including identified intangible assets), the liabilities assumed and any noncontrolling interest in the acquired business are recorded at their acquisition date fair values. The Company’s acquisition model typically provides for an initial payment at closing and for
84

LIVEPERSON, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Description of Business and Summary of Accounting Policies (Continued)
future additional contingent purchase price obligations. Contingent purchase price obligations are recorded as deferred acquisition consideration on the balance sheet at the acquisition date fair value and are remeasured at each reporting period. Changes in such estimated values are recorded in the results of operations. For further information, see Note 8 of the Notes to the Consolidated Financial Statements included herein.
For each acquisition, the Company undertakes a detailed review to identify other intangible assets and a valuation is performed for all such identified assets. The Company uses several market participant measurements to determine estimated value. This approach includes consideration of similar and recent transactions, as well as utilizing discounted expected cash flow methodologies. A substantial portion of the intangible asset value that the Company acquires is the specialized know-how of the workforce, which is treated as part of goodwill and is not required to be valued separately. The majority of the value of the identifiable intangible assets acquired is derived from customer relationships, including the related customer contracts, as well as trade names. In executing the Company’s overall acquisition strategy, one of the primary drivers in identifying and executing a specific transaction is the existence of, or the ability to, expand the existing client relationships. The expected benefits of the Company’s acquisitions are typically shared across multiple agencies and regions.
Impairment of Long-Lived Assets
The carrying amounts of our long-lived assets, including property and equipment, lease right-of-use assets, capitalized internal-use software, costs to obtain customer contracts, and acquired intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable or that the useful lives are shorter than originally estimated. Recoverability of assets to be held and used is measured by comparing the carrying amount of an asset to future undiscounted net cash flows the asset is expected to generate over its remaining life. If the asset is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset. If the useful life is shorter than originally estimated, we amortize the remaining carrying value over the new shorter useful life. There was a loss on disposal of approximately $5.1 million in September 2020. The Company recognized accelerated depreciation of fixed assets that were determined to no longer be of future economic benefit to the Company based on the decision to vacate the leased office space. Please refer to Note 14 for additional information regarding this shift to an employee-centric working model.
Revenue Recognition
The majority of the Company’s revenue is generated from monthly service revenues and related professional services from the sale of the LivePerson services. Revenues are recognized when control of these services is transferred to the Company's customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services.

The Company determines revenue recognition through the following steps:
Identification of the contract, or contracts, with a customer;
Identification of the performance obligations in the contract;
Determination of the transaction price;
Allocation of the transaction price to the performance obligations in the contract; and
Recognition of revenue when, or as, the Company satisfies a performance obligation.
    
    Total revenue of $366.6 million, $291.6 million, and $249.8 million was recognized during the years ended December 31, 2020, December 31, 2019 and December 31, 2018, respectively.
    
    The Company has made the following accounting policy election and elected to use a practical expedient specific to certain revenue streams, as permitted by the FASB, in applying Topic 606.  The Company utilizes the right-to-invoice practical expedient with regard to the recognition of revenue upon the invoicing of certain revenue streams, as revenue for those streams are billed monthly.

    Under Topic 606, the Company defers all incremental commission costs ("contract acquisition costs") to obtain the contract. The contract acquisition costs, which are comprised of prepaid sales commissions, have balances at December 31, 2020 and 2019 of $41.0 million and $32.0 million, respectively. The Company amortizes these costs over the related period of benefit using the customer expected life that the Company determined to be three to five years which is consistent with the
85

LIVEPERSON, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Description of Business and Summary of Accounting Policies (Continued)
transfer to the customer of the services to which the asset relates. The Company classifies contract acquisition costs as long-term unless they have an original amortization period of one year or less.

Hosted Services- Business Revenue

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

Professional Services Revenues

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

Remaining Performance Obligation

    As of December 31, 2020, the aggregate amount of the total transaction price allocated in contracts with original duration of greater than one year to the remaining performance obligations was $285.7 million. Approximately 90% of the Company’s remaining performance obligations is expected to be recognized during the next 24 months, with the balance recognized thereafter. The aggregate balance of unsatisfied performance obligations represents contracted revenue that has not yet been recognized, and does not include contract amounts that are cancellable by the customer, amounts associated with optional renewal periods, and any amounts related to performance obligations, which are billed and recognized as they are delivered. The Company has elected the optional exemption, which allows for the exclusion of the amounts for remaining performance obligations that are part of contracts with an original expected duration of one year or less. Such remaining performance obligations represent unsatisfied or partially unsatisfied performance obligation pursuant to ASC 606.
Contracts with Multiple Performance Obligations

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

86

LIVEPERSON, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Description of Business and Summary of Accounting Policies (Continued)
Hosted Services- Consumer Revenue

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

    The Company records deferred revenues when cash payments are received or due in advance of its performance. The decrease in the deferred revenue balance for the year ended December 31, 2020 is primarily driven by satisfying our performance obligations and the revenue recognized of approximately $103.2 million that were included in the deferred revenue balance as of December 31, 2019.
    The following table presents deferred revenue by revenue source (amounts in thousands):
December 31,
20202019
Hosted services – Business$86,144 $82,892 
Hosted services – Consumer835 687 
Professional services – Business1,869 5,172 
Total deferred revenue - short term$88,848 $88,751 
Hosted services – Business$ $ 
Professional services – Business409 438 
Total deferred revenue - long term$409 $438 
Disaggregated Revenue

    The following table presents the Company's revenues disaggregated by revenue source (amounts in thousands):
December 31,
202020192018
Revenue:
Hosted services – Business$286,588 $225,705 $197,474 
Hosted services – Consumer29,764 24,480 19,553 
Professional services50,268 41,424 32,811 
Total revenue$366,620 $291,609 $249,838 
87

LIVEPERSON, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Description of Business and Summary of Accounting Policies (Continued)
Revenue by Geographic Location

    The Company is domiciled in the United States and has international operations in the United Kingdom, Asia-Pacific, Latin America and Western Europe, particularly France and Germany. The following table presents the Company's revenues attributable to domestic and foreign operations for the years ended (amounts in thousands):
December 31,
202020192018
United States $230,557 $170,815 $146,702 
Other Americas (1)
13,420 11,462 7,315 
Total Americas243,977 182,277 154,017 
EMEA (2) (4)
83,326 78,301 71,318 
APAC (3)
39,317 31,031 24,503 
Total revenue$366,620 $291,609 $249,838 
(1) Canada, Latin America and South America
(2) Europe, the Middle East and Africa (“EMEA”)
(3) Asia-Pacific (“APAC”)
(4) Includes revenue from the United Kingdom of $53.4 million, $50.4 million, and $46.5 million for the years ended December 31, 2020, 2019, and 2018, respectively. and from the Netherlands of $3.2 million, $10.0 million, and $8.7 million for the years ended December 31, 2020, 2019, and 2018, respectively.

Information about Contract Balances

Amounts collected in advance of services being provided are accounted for as deferred revenue. Nearly all of the Company's deferred revenue balance is related to Hosted Services- Business Revenue.
In some arrangements, the Company allows customers to pay for access to the Conversational Cloud over the term of the software license. The Company refers to these as subscription transactions. Amounts recognized as revenue in excess of amounts billed are recorded as unbilled receivables. Unbilled receivables, anticipated to be invoiced in the next twelve months, are included in accounts receivable on the consolidated balance sheet. The opening and closing balances of the Company's accounts receivable, unbilled receivables, and deferred revenues are as follows (amounts in thousands):
Accounts Receivable (1)Unbilled Receivable (1)Contract Acquisition Costs (noncurrent)Deferred Revenue (current)Deferred Revenue (long term)
Opening Balance as of December 31, 2019$70,318 $17,302 $31,965 $88,751 $438 
Increase (decrease), net(8,517)1,320 9,056 97 (29)
Ending Balance as of December 31, 2020$61,801 $18,622 $41,021 $88,848 $409 
(1) These accounts include the $0.7 million adjustment in connection with the adoption of ASU 2016-13 (Topic 326).

Advertising
The Company expenses the cost of advertising and promoting its services as incurred in the sales and marketing expense on the consolidated statement of operations. Such costs totaled approximately $29.1 million, $28.6 million, and $17.4 million for the years ended December 31, 2020, 2019 and 2018, respectively.
Stock-Based Compensation
    In accordance with ASC Topic 718 -10, "Stock Compensation", the Company measures stock based awards at fair value and recognizes compensation expense for all share-based payment awards made to its employees and directors, including employee stock options.
The Company estimates the fair value of stock options granted using the Black-Scholes valuation model. This model requires the Company to make estimates and assumptions including, among other things, estimates regarding the length of
88

LIVEPERSON, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Description of Business and Summary of Accounting Policies (Continued)
time an employee will retain vested stock options before exercising them, the estimated volatility of its common stock price and the number of options that will be forfeited prior to vesting. The fair value is then recognized on a straight line basis over the requisite service period of the award, which is generally three to four years. Changes in these estimates and assumptions can materially affect the determination of the fair value of the stock-based compensation and consequently, the related amount recognized in the consolidated statement of operations.
Deferred Rent
The Company records rent expense on a straight-line basis over the term of the related lease. The difference between the rent expense recognized for financial reporting purposes and the actual payments made in accordance with the lease agreement is recognized as deferred rent liability included in other liabilities on the Company’s consolidated balance sheets.
Income Taxes
Income taxes are accounted for under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in results of operations in the period that the tax change occurs. In evaluating our ability to recover our deferred tax assets in the jurisdiction from which they arise, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax-planning strategies, and results of recent operations. We include interest accrued on the underpayment of income taxes in interest expense and penalties, if any, related to unrecognized tax benefits in general and administrative expenses. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
Comprehensive Loss
In accordance with ASC 220, ‘‘Comprehensive Income’’, the Company reports by major components and as a single total, the change in its net assets during the period from non-owner sources. Comprehensive income (loss) consists of net income (loss), and accumulated other comprehensive income (loss), which includes certain changes in equity that are excluded from net income (loss). The Company’s comprehensive loss for all periods presented is related to the effect of foreign currency translation.

Recently Issued Accounting Standards    
In August 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-06, “Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity”, which simplifies the accounting for convertible instruments by eliminating existing accounting models that require separation of a cash conversion or beneficial conversion feature from the host contract. Accordingly, a convertible debt instrument will be accounted as a single liability measured at its amortized cost and a convertible preferred stock will be accounted as a single equity instrument measured at its historical cost, as long as no other embedded features require bifurcation as derivatives and the convertible debt was not issued at a substantial premium. The ASU also 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. The Company is assessing and evaluating the impact ASU 2020-06 will have on its consolidated financial statements.
    
89

LIVEPERSON, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Description of Business and Summary of Accounting Policies (Continued)
    In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” The new guidance is intended to simplify the accounting for income taxes by removing certain exceptions and by updating accounting requirements around franchise taxes, goodwill recognized for tax purposes, the allocation of current and deferred tax expense among legal entities, among other minor changes. The ASU is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Early adoption is permitted. The Company is assessing what impact ASU 2019-12 will have on its consolidated financial statements.

Recently Adopted Accounting Pronouncements
In June 2016, the FASB issued Accounting Standards Update ASU 2016-13, “Financial Instruments-Credit Losses (Topic 326)”, in order to improve financial reporting of expected credit losses on financial instruments and other commitments to extend credit. ASU 2016-13 requires that an entity measure and recognize expected credit losses for financial assets held at amortized cost and replaces the incurred loss impairment methodology in prior GAAP with a methodology that requires consideration of a broader range of information to estimate credit losses. Such required disclosures include, but are not limited to, the Company's methodology for estimating its allowance for credit losses. The Company adopted ASU 2016-13 effective January 1, 2020 and applied the guidance using a modified retrospective approach requiring that the Company recognize the cumulative effect of initially applying the impairment standard as an adjustment to opening accumulated deficit for the incremental increase in its allowance for credit losses as of January 1, 2020 over its allowance for bad debts as of December, 31, 2019, which amounted to $0.7 million. The Company will continue to actively monitor the impact of the recent COVID-19 pandemic on expected credit losses. As of December 31, 2020, there has not been an impact to accounts receivable from the recent pandemic.
    
    In January 2017, the FASB issued Accounting Standards Update ASU 2017-04, “Simplifying the Test for Goodwill Impairment”, which eliminates the computation of the implied fair value of goodwill to measure a goodwill impairment charge. Instead, entities will record a goodwill impairment charge based on the excess of a reporting unit’s carrying amount over its fair value. The guidance is effective for interim and annual reporting periods beginning after December 15, 2019, with early adoption permitted. The Company adopted ASU 2017-04 in the first quarter of 2020 which reduced the complexity surrounding the evaluation of goodwill for impairment. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.

    In August 2018, the FASB issued ASU 2018-15, “Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract,” which clarifies the accounting for implementation costs in cloud computing arrangements. The new standard aligns the treatment of implementation costs incurred by customers in cloud computing arrangements that are service contracts with the treatment of similar costs incurred to develop or obtain internal-use software. Under the new standard, implementation costs are deferred and presented in the same financial statement caption on the condensed consolidated balance sheet as a prepayment of related arrangement fees. The deferred costs are recognized over the term of the arrangement in the same financial statement caption in the condensed consolidated income statement as the related fees of the arrangement. The Company adopted ASU 2018-15 in the first quarter of 2020 and the impact of the adoption was not material to the Company's consolidated financial statements.

    


90

LIVEPERSON, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2. Net Loss per Share
The Company calculates earnings per share (“EPS”) in accordance with the provisions of ASC 260-10 and the guidance of SEC Staff Accounting Bulletin (“SAB”) No. 98. Under ASC 260-10, basic EPS excludes dilution for common stock equivalents and is computed by dividing net income or loss attributable to common shareholders by the weighted average number of common shares 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 treasury stock method and reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock and resulted in the issuance of common stock.
Diluted net loss per common share for the year ended December 31, 2020 does not include the effect of options to purchase 7,283,938 shares of common stock as the effect of their inclusion is anti-dilutive. Diluted net loss per common share for the year ended December 31, 2019 does not include the effect of options to purchase 8,848,907 shares of common stock as the effect of their inclusion is anti-dilutive. Diluted net loss per common share for the year ended December 31, 2018 does not include the effect of options to purchase 8,957,672 shares of common stock as the effect of their inclusion is anti-dilutive.
A reconciliation of shares used in calculating basic and diluted earnings per share follows:
Year Ended December 31,
202020192018
Basic65,888,450 62,593,026 59,203,400 
Effect of assumed exercised options   
Diluted65,888,450 62,593,026 59,203,400 

3. Segment Information    
The Company accounts for its segment information in accordance with the provisions of ASC 280-10, “Segment Reporting.” ASC 280-10 establishes annual and interim reporting standards for operating segments of a company. ASC 280-10 requires disclosures of selected segment-related financial information about products, major customers, and geographic areas based on the Company’s internal accounting methods. The Company is organized into two operating segments for purposes of making operating decisions and assessing performance. The Business segment enables brands to leverage the Conversational Cloud 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 independent service providers (“Experts”) and individual consumers (“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, who is the chief executive officer, evaluates performance, makes operating decisions, and allocates resources based on the operating income of each segment. The reporting segments follow the same accounting polices used in the preparation of the Company’s consolidated financial statements which are described in the summary of significant accounting policies. The Company allocates cost of revenue, sales and marketing and amortization of purchased intangibles to the segments, but it does not allocate product development expenses, general and administrative expenses, restructuring costs and income tax expense because management does not use this information to measure performance of the operating segments. There are currently no inter-segment sales.
91

LIVEPERSON, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3. Segment Information - (Continued)

Summarized financial information by segment for the year ended December 31, 2020, based on the Company’s internal financial reporting system utilized by the Company’s chief operating decision maker, follows (amounts in thousands):
BusinessConsumerCorporateConsolidated
Revenue:
Hosted services – Business
$286,588 $— $— $286,588 
Hosted services – Consumer
— 29,764 — 29,764 
Professional services – Business
50,268 — — 50,268 
Total revenue
336,856 29,764 — 366,620 
Cost of revenue99,394 6,874 — 106,268 
Sales and marketing128,752 21,021 — 149,773 
Amortization of purchased intangibles1,639 — — 1,639 
Unallocated corporate expenses— — 198,391 198,391 
Operating income (loss)$107,071 $1,869 $(198,391)$(89,451)
Summarized financial information by segment for the year ended December 31, 2019, based on the Company’s internal financial reporting system utilized by the Company’s chief operating decision maker, follows (amounts in thousands):
BusinessConsumerCorporateConsolidated
Revenue:
Hosted services – Business
$225,705 $— $— $225,705 
Hosted services – Consumer
— 24,480 — 24,480 
Professional services – Business
41,424 — — 41,424 
Total revenue
267,129 24,480 — 291,609 
Cost of revenue74,460 4,418 — 78,878 
Sales and marketing140,880 15,934 — 156,814 
Amortization of purchased intangibles1,794 — — 1,794 
Unallocated corporate expenses— — 141,155 141,155 
Operating income (loss)$49,995 $4,128 $(141,155)$(87,032)
Summarized financial information by segment for the year ended December 31, 2018, based on the Company’s internal financial reporting system utilized by the Company’s chief operating decision maker, follows (amounts in thousands):
BusinessConsumerCorporateConsolidated
Revenue:
Hosted services – Business
$197,474 $— $— $197,474 
Hosted services – Consumer
— 19,553 — 19,553 
Professional services – Business
32,811 — — 32,811 
Total revenue
230,285 19,553 — 249,838 
Cost of revenue58,420 4,059 — 62,479 
Sales and marketing94,339 9,005 — 103,344 
Amortization of purchased intangibles1,670 — — 1,670 
Unallocated corporate expenses— — 106,048 106,048 
Operating income (loss)$75,856 $6,489 $(106,048)$(23,703)
92

LIVEPERSON, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3. Segment Information - (Continued)

Geographic Information    
    The Company is domiciled in the United States and has international operations in the United Kingdom, Asia-Pacific, Latin America and Western Europe, particularly France and Germany. The following table presents the Company's long-lived assets by geographic region for the periods presented (amounts in thousands):
December 31,
20202019
United States$202,275 $177,776 
Israel16,657 16,680 
Australia13,792 13,765 
Netherlands8,301 7,705 
Other (1)
16,596 18,677 
Total long-lived assets$257,621 $234,603 
(1) United Kingdom, Germany, Japan, France, Italy, Spain, Canada, and Singapore

4. Property and Equipment
The following table presents the detail of property and equipment for the periods presented (amounts in thousands):
December 31,
20202019
Computer equipment and software$107,666 $92,493 
Furniture, equipment and building improvements 16,487 
Internal-use software development costs86,454 52,544 
Finance lease right-of-use assets10,045  
204,165 161,524 
Less: accumulated depreciation and amortization(98,110)(85,288)
Total
$106,055 $76,236 
    In accordance with its policy, the Company reviews the estimated useful lives of its fixed assets on an ongoing basis. As of December 31, 2020 and 2019, there was approximately $30.5 million, and $25.3 million, respectively, of internal-use software development costs related to projects currently still in development, which are, therefore, not yet subject to amortization. Aggregate depreciation and amortization expense for property and equipment was $22.8 million, $16.4 million and $14.2 million for the years ended December 31, 2020, 2019, and 2018, respectively.


5. Goodwill and Intangible Assets

Goodwill
    The changes in the carrying amount of goodwill for the year ended December 31, 2020 are as follows (amounts in thousands):
BusinessConsumerTotal
Balance as of December 31, 2019$86,963 $8,024 $94,987 
Adjustments to goodwill:
Foreign exchange adjustments
205  205 
Balance as of December 31, 2020$87,168 $8,024 $95,192 
93

LIVEPERSON, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

5. Goodwill and Intangible Assets - (Continued)
The changes in the carrying amount of goodwill for the year ended December 31, 2019 are as follows (amounts in thousands):
BusinessConsumerTotal
Balance as of December 31, 2018$87,007 $8,024 $95,031 
Adjustments to goodwill:
Acquisitions
   
Foreign exchange adjustments
(44) (44)
Balance as of December 31, 2019$86,963 $8,024 $94,987 
    The total accumulated goodwill impairment charges are $23.5 million through December 31, 2020. No impairment was recognized for the years ended December 31, 2020, 2019, and 2018.
Intangible Assets
Intangible assets are summarized as follows (see Note 8) (amounts in thousands):
December 31, 2020
Gross
Carrying
Amount
Accumulated
Amortization
Net Carrying AmountWeighted
Average
Amortization
Period
Amortizing intangible assets:
Technology
$30,499 $(26,818)$3,681 5.4 years
Customer relationships
16,981 (13,982)2,999 8.4 years
Patents
5,076 (908)4,168 12.5 years
Other
314 (235)79 2.2 years
Total
$52,870 $(41,943)$10,927 

December 31, 2019
Gross
Carrying
Amount
Accumulated
Amortization
Net Carrying AmountWeighted
Average
Amortization
Period
Amortizing intangible assets:
Technology
$30,413 $(25,187)$5,226 5.3 years
Customer relationships
16,964 (12,958)4,006 8.4 years
Patents
3,267 (714)2,553 12.8 years
Other
262 (235)27 2.7 years
Total
$50,906 $(39,094)$11,812 
94

LIVEPERSON, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

5. Goodwill and Intangible Assets - (Continued)
Amortization expense is calculated over the estimated useful life of the asset. Aggregate amortization expense for intangible assets was $2.8 million, $2.9 million and $2.8 million for the years ended December 31, 2020, 2019 and 2018, respectively. For the years ended December 31, 2020, 2019 and 2018, a portion of this amortization is included in cost of revenue. Estimated amortization expense for the next five years is as follows (amounts in thousands):
Estimated Amortization Expense
2021$2,611 
20222,240 
2023959 
2024756 
2025334 
Thereafter4,027 
Total$10,927 


95

LIVEPERSON, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

6. Accrued Liabilities and Other Current Liabilities
The following table presents the detail of accrued liabilities and other current liabilities for the periods presented (amounts in thousands):
December 31,
20202019
Payroll and other employee related costs$39,820 $27,920 
Professional services, consulting and other vendor fees38,796 20,382 
Unrecognized tax benefits2,039 2,053 
Sales commissions6,988 9,654 
Contingent earn-out (Note 8) 557 
Restructuring4,732 314 
Non Income Tax2,954  
Other4,541 1,898 
Total
$99,870 $62,778 
7. Convertible Senior Notes and Capped Call Transactions
March 2019 Convertible Senior Notes
In March 2019, the Company issued $230.0 million aggregate principal amount of 0.750% Convertible Senior Notes due 2024 in a private placement, which amount includes $30.0 million aggregate principal amount of such Notes pursuant to the exercise in full of the over-allotment options of the initial purchasers (collectively, the “2024 Notes”). The 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 debt offering, after deducting debt issuance costs, paid or payable by us, was approximately $221.4 million.
 Each $1,000 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 we undergo a fundamental change (as defined in the indenture governing the 2024 Notes) prior to the maturity date, holders may require us 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.
96

LIVEPERSON, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

It is the Company’s current intent to settle the principal amount of its outstanding 2024 Notes in cash and any excess in shares of the Company’s common stock.
During the year ended December 31, 2020, the conditions allowing holders of the 2024 Notes to convert were met, and, thus, holders of the 2024 Notes maintain the option to convert their 2024 Notes. No 2024 Notes were converted during the year ended December 31, 2020. The Company continues to classify the 2024 Notes as a long-term liability in its consolidated balance sheet as at December 31, 2020, based on contractual settlement provisions.
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.
In accounting for the issuance of the 2024 Notes, 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 does 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 is not remeasured as long as it continues 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, is amortized to interest expense at an effective interest rate over the contractual terms of the 2024 Notes.
In accounting for the transaction costs related to the 2024 Notes, 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 are amortized to interest expense using the effective interest method over the contractual terms 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.
In connection with the offering of the 2024 Notes, the Company entered into privately-negotiated capped call option transactions with certain counterparties (the “capped calls”). The 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 capped calls have initial cap prices of $57.16 per share, subject to certain adjustment events. The capped calls cover, subject to anti-dilution adjustments, approximately 5.96 million shares of common stock. The 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 capped calls expire on March 1, 2024, subject to earlier exercise. The 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 capped calls are subject to certain specified additional disruption events that may give rise to a termination of the capped calls, including changes in law, failure to deliver, and hedging disruptions. The 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 capped calls was recorded as a reduction to additional paid-in capital in the accompanying consolidated balance sheet.
The remaining term over which the March 2019 Convertible Senior Notes debt discount and debt issuance costs will be amortized is 3.2 years. The effective interest rate on the debt was 4.66% for the year ended December 31 2020.

December 2020 Convertible Senior Notes

In December 2020, the Company issued $517.5 million aggregate principal amount of 0% Convertible Senior Notes due 2026 in a private placement, which amount includes $67.5 million aggregate principal amount of such Notes pursuant to the exercise in full of the over-allotment options of the initial purchasers (collectively, the “2026 Notes”, and, together with the 2024 Notes, the "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 debt offering, after deducting debt issuance costs, paid or payable by us, was approximately $505.3 million.

Each $1,000 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
97

LIVEPERSON, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 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 we undergo a fundamental change (as defined in the indenture governing the 2026 Notes) prior to the maturity date, holders may require us to repurchase for cash all or any portion of their 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 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; or (3) 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.

It is the Company’s current intent to settle the principal amount of its outstanding 2026 Notes in cash and any excess in shares of the Company’s common stock.
As of December 31, 2020, 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.
In accounting for the issuance of the 2026 Notes, 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 does 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 is not remeasured as long as it continues 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, is amortized to interest expense at an effective interest rate over the contractual terms of the 2026 Notes.

In accounting for the transaction costs related to the 2026 Notes, 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 terms 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.

In connection with the offering of the 2026 Notes, the Company entered into privately-negotiated capped call option transactions with certain counterparties (the “capped calls”). The 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 capped calls have initial cap prices of $105.58 per share, subject to certain adjustment events. The capped calls cover, subject to anti-dilution adjustments, approximately 6.88 million shares of common stock. The 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 capped calls expire on December 15, 2026, subject to earlier exercise. The capped calls are subject to either adjustment or termination upon the occurrence of specified extraordinary
98

LIVEPERSON, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

events affecting the Company, including a merger event, a tender offer, and a nationalization, insolvency or delisting involving the Company. In addition, the capped calls are subject to certain specified additional disruption events that may give rise to a termination of the capped calls, including changes in law, failure to deliver, and hedging disruptions. The 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 capped calls was recorded as a reduction to additional paid-in capital in the accompanying consolidated balance sheet.

The remaining term over which the December 2020 Convertible Senior Notes debt discount and debt issuance costs will be amortized is 5.9 years. The effective interest rate on the debt was 6.61% for the year ended December 31 2020.
The net carrying amount of the liability component of the Notes was as follows (in thousands):
As of December 31, 2020As of December 31, 2019
Principal$747,500 $230,000 
Unamortized discount(196,269)(45,295)
Unamortized issuance costs(12,799)(5,693)
Net carrying amount$538,432 $179,012 
The net carrying amount of the equity component of the Notes was as follows (in thousands):
As of December 31, 2020As of December 31, 2019
Proceeds allocated to the conversion options (debt discount)$215,434 $52,900 
Issuance costs(5,783)(1,986)
Net carrying amount$209,651 $50,914 
The following table sets forth the interest expense recognized related to the Notes (in thousands):
For the Year Ended December 31, 2020For the Year Ended December 31, 2019
Contractual interest expense$1,725 $1,438 
Amortization of issuance costs1,340 956 
Amortization of debt discount11,564 7,605 
Total interest expense$14,629 $9,999 

Interest expense of $14.6 million is reflected as a component of interest (expense) income, net in the accompanying consolidated statement of operations for the year ended December 31, 2020.
8.Acquisitions
AdvantageTec Inc.
In October 2018, the Company entered into a stock purchase agreement to acquire the outstanding equity interest of AdvantageTec Inc. (“AdvantageTec”), a leading provider of texting solutions for service departments of automotive dealerships that helps enable the conversational experience across the entire dealership, including both front end/variable operations (new and used vehicle sales) and back end/fixed operations (parts and services). The purchase agreement was for total consideration of approximately $11.2 million, which includes approximately $6.0 million in cash, approximately $4.3 million in shares of common stock, and approximately $0.9 million of potential earn-out consideration in cash and shares of common stock. The earn-out is contingent upon achieving certain targeted financial, strategic and integration objectives and milestones and is included as part of the purchase price. During 2019, the Company recorded a $0.2 million fair value re-measurement adjustment and made payments of $0.5 million in earn-out consideration. The Company settled the remaining contingent earn-out of approximately $0.3 million in stock. As of December 31, 2020, there are no additional contingent earn-out payments.
    The purchase price allocation resulted in approximately $9.1 million of goodwill and approximately $2.2 million of intangible assets. The goodwill will not be deductible for tax purposes. The intangible assets are being amortized over their expected period of benefit. A deferred tax liability for the identified intangibles has been recorded.
99

LIVEPERSON, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

    AdvantageTec Inc. enhances the Company’s messaging platform available for the automotive industry and is included in the Company's business segment.

Conversable, Inc.
    In September 2018, the Company acquired the employees and technology assets of Conversable, Inc. a SaaS based Artificial Intelligence powered conversational platform, headquartered in Austin, Texas, for an aggregate estimated purchase price of $5.7 million. The estimated purchase price consisted of $1.3 million in cash, approximately $2.9 million in shares of common stock of the Company, and a potential earn-out consideration of $1.5 million in cash, which is based on achieving certain targeted financial, strategic, and integration objectives and milestones and is included as part of the purchase price. During 2019, the Company recorded a $0.5 million fair value re-measurement adjustment and settled the remaining contingent earn-out in stock.
    The purchase price allocation resulted in approximately $5.5 million of goodwill and approximately $0.5 million of intangible assets. The goodwill will be deductible for tax purposes. The intangible assets are being amortized over their expected period of benefit. The allocation of the purchase price to net book value of acquired assets and liabilities resulted in a net liability $0.3 million, which includes accounts receivable, property and equipment, accrued expenses, and deferred revenue.
    Conversable Inc.’s capabilities will accelerate the ongoing expansion of the Company’s Conversational Space solutions and enhance the Company’s ability to deliver proactive and personalized content and services when and where the customer needs it, helping consumers find immediate service through messaging. Conversable, Inc. will be included in the Company’s business segment. The results of this acquisition were not significant to the results of operations for the year ended December 31, 2018.

BotCentral, Inc.
    In January 2018, the Company acquired the employees and technology assets of BotCentral, Inc., a Silicon Valley based startup, for an approximate purchase price of $1.0 million in common stock of the Company. The Company incurred an additional $0.2 million related to acquisition costs. This transaction was accounted for as an asset purchase. The aggregate amount of approximately $0.2 million is included in intangibles on the Company’s consolidated balance sheet. With the team’s expertise and knowledge of the Conversational Cloud platform, the team is bringing valuable insight for the Company’s customers and partners, and enabling the Company to more rapidly optimize its bot deployment capabilities, and grow the ecosystem. BotCentral, Inc. will be included in the Company’s business segment. The results of this acquisition were not significant to the results of operations for the year ended December 31, 2018.

100

LIVEPERSON, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

9.Fair Value Measurements
    The Company measures its cash equivalents at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value:
Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2: Inputs reflect: quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.
Level 3: Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.
Financial Assets and Liabilities
The carrying amount of cash, accounts receivable, and accounts payable approximate their fair value due to their short-term nature. The Company's assets and liabilities that are measured at fair value on a recurring basis, by level, within the fair value hierarchy as of December 31, 2020 and December 31, 2019, are summarized as follows (amounts in thousands).
December 31, 2020December 31, 2019
Level 1Level 2Level 3TotalLevel 1Level 2Level 3Total
Assets:
Cash equivalents:
Money market funds$328,195 $ $ $328,195 $2,899 $ $ $2,899 
Total assets$328,195 $ $ $328,195 $2,899 $ $ $2,899 
Liabilities:
Contingent earn-out$ $ $ $ $ $ $557 $557 
Total liabilities$ $ $ $ $ $ $557 $557 
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. During the third quarter of each year, the Company evaluates goodwill for impairment at the reporting unit level. The Company uses qualitative factors in accordance with ASU No. 2011-08 to determine whether it is ‘‘more likely than not’’ that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform a goodwill impairment test.  This measurement is classified based on level 3 input.
101

LIVEPERSON, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

9. Fair Value Measurements - (continued)
As of December 31, 2020 the fair value of the Notes issued in the two Convertible Senior Note transactions, as further described in Note 7 above, was approximately $557.5 million. Management determines the fair value by utilizing an independent valuation specialist using the antithetic variable technique and is considered a Level 2 fair value measurement.
The Company recorded a contingent earn-out of $2.4 million in December 2018 in connection with the acquisitions of Conversable, Inc. and AdvantageTec Inc. The contingent earn-out is based on achieving certain targeted financial, strategic, and integration objectives. The unobservable inputs considered are probability factors and the time value of money. During the year ended December 31, 2020, the contingent earn-out decreased by $0.6 million due to a decrease in re-measurement to fair value of AdvantageTec Inc, Inc. of approximately $0.3 million and payments of approximately $0.3 million in shares.
The changes in fair value of the Level 3 liabilities are as follows (amounts in thousands):
Contingent Earn-Out
December 31,
20202019
Balance, Beginning of year$557 $2,372 
Conversable, Inc. fair value adjustment (see Note 8) (496)
AdvantageTec, Inc. fair value adjustment (see Note 8)(263)168 
Payments(294)(1,487)
Balance, End of year$ $557 


10. Commitments and Contingencies
Contractual Obligations
    The Company has entered into various non-cancelable operating lease agreements for certain of our offices and vehicles. We have also entered into various non-cancelable finance lease agreements for certain network equipment. The leases have initial lease terms ranging from 1 to 12 years. Payments due under the lease contracts include primarily fixed payments. The lease terms include periods under options to extend or terminate the lease when it is reasonably certain that we will exercise that option. We do not assume renewals in our determination of the lease term unless the renewals are deemed to be reasonably assured. Our lease agreements generally do not contain any material residual value guarantees or material restrictive covenants.
    The Company has evaluated its facility leases and determined which leases met the definition of the new standard in accordance with Topic 842. The Company also performed an evaluation of their other contracts with suppliers in accordance with Topic 842 and have determined that, except for the facilities, car, and network equipment leases described above, none of its supply contracts contain a lease. Further, the Company has made an accounting policy election to keep leases with a term of twelve months or less off the balance sheet. This policy applies to all classes of the underlying assets. The Company will recognize those lease payments and associated interest expense in the consolidated statement of operations evenly over the lease term.
The Company elected the “package of practical expedients,” which permits the Company not to reassess under ASC 842 its prior conclusions about lease identification, lease classification and initial direct costs. The Company also made a policy election not to separate non-lease components from lease components. Furthermore, the Company elected to not capitalize leases with a term of 12 months or less and recognize the lease expense for such leases generally on a straight-line basis over the lease term.
    The determination of the discount rate used to calculate the present value of the right-of-use assets and lease liabilities depends on whether an interest rate is implicit in the lease or not. If a rate is implicit in the lease, that rate is used when calculating the present value of lease payments. If the rate is not readily determinable, which is generally the case for the Company, the Company’s incremental borrowing rate (“IBR”) as of the date of inception of the lease is used (for initial measurement, the IBR was determined as of the adoption date of the standard). The IBR is the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term and amount equal to the lease payments in a similar economic environment. The Company used a ratings benchmark report against its peers in the technology sector.
102

LIVEPERSON, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

10. Commitments and Contingencies - (continued)
    The Company has operating and finance leases for its corporate offices and other service agreements. The Company's leases have remaining lease terms of 1 to 5 years, some of which include options to extend. The Company's lease expense for the year ended December 31, 2020 consisted of operating and finance leases was approximately $13.5 million.
Operating leases are included in operating lease right of use (“ROU”) assets and current and noncurrent operating lease liabilities on the Company’s consolidated balance sheets. Finance leases are included in property and equipment, accrued expenses and other liabilities, and other noncurrent liabilities on the Company’s consolidated balance sheets.
On July 13, 2020, the Company announced its decision to transition to an employee-centric model under which employees will work remotely rather than in traditional offices. In connection with this decision, the Company abandoned 14 leases in its global portfolio of office leases during the twelve months ended December 31, 2020. As a result, the Company recognized accelerated amortization to fully reduce the carrying value of the associated ROU assets between the decision date, which was determined to be July 13, 2020 and the cease use date. There were no changes to the accounting for the lease liabilities associated with the leased office spaces. Additionally, the Company recognized accelerated depreciation of fixed assets that were determined to no longer be of future economic benefit to the Company based on the decision to vacate the leased office space. Lease restructuring expenses of $24.3 million are included in restructuring costs in the condensed consolidated statements of operations for the twelve months ended December 31, 2020. The Company also incurred other non-recurring expenses of $5.1 million in restructuring costs in the condensed consolidated statements of operations for the twelve months ended December 31, 2020 associated with the transition to an employee-centric workforce model that does not rely on traditional offices. These expenses include termination penalties, moving expenses, storage expenses and incremental legal and consulting fees. The associated liability is presented on the condensed consolidated balance sheets within accrued expenses and other current liabilities as of December 31, 2020. Subsequent adjustments to these liabilities, including final settlement of the amounts, will be reflected in future period earnings.
Supplemental cash flow information related to leases for the years ended December 31, 2020 and 2019 are as follows (in thousands):
Year Ended December 31,
20202019
Cash paid for amounts included in the measurement of lease liabilities:
   Operating cash flows for operating leases4,901 6,963 
   Operating cash flows for finance leases88  
   Financing cash flows for finance leases1,154  

The components of lease costs for the years ended December 31, 2020 and 2019 are as follows (in thousands):
Year Ended December 31,
20202019
Finance lease cost
   Amortization of right-of-use assets772  
   Interest88  
Operating lease cost12,649 12,984 
   Total lease cost13,509 12,984 

    Supplemental balance sheet information related to leases is as follows:
103

LIVEPERSON, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

10. Commitments and Contingencies - (continued)
As of December 31, 2020As of December 31, 2019
Operating Leases(in thousands, except lease term and discount rate)
Right-of-use asset, net
614 15,680 
Current operating lease liability5,718 6,602 
Long term operating lease liability7,180 12,865 
Total operating lease liability
12,898 19,467 
Finance Leases
Right-of-use asset, net10,045  
Current finance lease liability3,488  
Long term finance lease liability6,176  
Total finance lease liability9,664  
Weighted Average Remaining Lease Term
Operating leases
3.0 years3.5 years
Finance leases2.8 years— 
Weighted Average Discount Rate
Operating leases
7 %7 %
Finance leases4 %— 
    
Future minimum lease payments under non-cancellable operating and finance leases (with an initial or remaining lease terms in excess of one year) are as follows (amounts in thousands):
Year Ending December 31,Operating
Leases
Finance Leases
2021$6,377 3,814 
20223,804 3,814 
20231,955 2,572 
20241,166  
2025632  
Thereafter263  
Total minimum lease payments$14,197 $10,200 
Less: present value adjustment(1,299)(536)
Total lease liability$12,898 $9,664 
The timing and amounts of future minimum lease payments under non-cancellable operating leases in the above table may be subject to change as a result of the restructuring (see Note 14).    

Rental expense for operating leases and other service agreements was approximately $13.5 million, $13.0 million and $10.9 million for the years ended December 31, 2020, 2019 and 2018 respectively.

104

LIVEPERSON, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

10. Commitments and Contingencies - (continued)
Employee Benefit Plans
    The Company has a 401(k) defined contribution plan covering all eligible employees. In 2018, the Company provided for employer matching contributions equal to 50% of employee contributions, up to the lesser of 5% of eligible compensation or $6,000. Matching contributions are deposited into the employee’s 401(k) account and are subject to 5 year graded vesting. Beginning in 2019, the Company’s 401(k) policy was changed to a Safe Harbor Plan, whereby the Company matches 100% of the first 3% of eligible compensation and 50% of the next 2% of eligible compensation. Furthermore, the match is immediately vested. Total Company matching contributions were $3.1 million, $3.2 million, and $1.6 million for the years ended December 31, 2020, 2019 and 2018, respectively.

Letters of Credit
    As of December 31, 2020, the Company has a $0.1 million letter of credit outstanding substantially in favor of a certain landlord for office space. In addition, the Company has a letter of credit totaling $0.1 million as a security deposit for the due performance by the Company of the terms and conditions of a supply contract. As a result of our transition to an employee-centric workforce model that does not rely on traditional offices, there were two draws against our letter of credit in the aggregate amount of $1.8 million in connection with exiting leases in Alpharetta Georgia and Israel during the twelve months ended December 31, 2020.

Indemnifications
The Company enters into service and license agreements in its ordinary course of business. Pursuant to some of these agreements, the Company agrees to indemnify certain customers from and against certain types of claims and losses suffered or incurred by them as a result of using the Company’s products.
The Company also has agreements whereby its executive officers and directors are indemnified for certain events or occurrences while the officer or director is, or was serving, at the Company’s request in such capacity. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company has a directors and officers insurance policy that reduces its exposure and enables the Company to recover a portion of any future amounts paid. As a result of its insurance policy coverage, the Company believes the estimated fair value of these indemnification agreements is minimal. The Company has no liabilities recorded for these agreements as of December 31, 2020 and 2019.

Non-Income Related Taxes
The Company is in the process of finalizing its sales tax liability analysis for states in which it has economic nexus. During the first quarter of 2020, the Company determined it was probable the Company would be subject to sales tax liabilities plus applicable interest in these states and has estimated the potential exposure to range between $2.5 million to $6.3 million. The Company determined that its best estimate of what would be reasonably expected for the Company to settle the potential exposure was $2.5 million and accordingly, the Company accrued this amount with a corresponding charge to earnings as of March 31, 2020. There has not been any significant changes in the Company’s process of finalizing its sales tax liability nor in the overall accrued amount.


COVID-19 Pandemic
In December 2019, a novel coronavirus disease (“COVID-19”) was first reported. On March 11, 2020, due to worldwide spread of the virus, the World Health Organization characterized COVID-19 as a pandemic. The COVID-19 global pandemic has resulted in a widespread health crisis, and the resulting impact on governments, businesses and individuals and actions taken by them in response to the situation have resulted in widespread economic disruptions, significantly affecting broader economies, financial markets, and overall demand for the Company’s products. The COVID-19 outbreak also has caused increased uncertainty in estimates and assumptions affecting the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities in the Company’s Condensed Consolidated Financial Statements as the extent and period of recovery from the COVID-19 outbreak and related economic disruption is difficult to forecast.

105

LIVEPERSON, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

10. Commitments and Contingencies - (continued)
The extent to which COVID-19 impacts the Company’s business and financial results will depend on numerous evolving factors including, but not limited to, the magnitude and duration of COVID-19, the extent to which it will impact worldwide macroeconomic conditions, the speed of the anticipated recovery, and governmental and business reactions to the pandemic. The Company assessed certain accounting matters that generally require consideration of forecasted financial information in context with the information reasonably available to the Company and the unknown future impacts of COVID-19. The accounting matters assessed included, but were not limited to, the Company’s allowance for credit losses and the carrying value of the goodwill and other long-lived assets. While there was not any significant impact to the operations of the Company, during the twelve months ended December 31, 2020, the Company moved to an employee-centric model under which employees will work remotely rather than in traditional offices due to concerns about COVID-19. As a result of this decision, the Company recognized accelerated amortization to fully reduce the carrying value of the associated right of use assets (“ROU assets”) for 14 leases within its global lease portfolio, which is a material impact to the Company’s consolidated financial statements as of and for the twelve months ended December 31, 2020. Refer to earlier paragraphs of this Note 10 for a detailed discussion of the impacts of this lease restructuring.

The Company’s future assessment of the magnitude and duration of COVID-19, as well as other factors, could result in other material impacts to the Company’s consolidated financial statements in future reporting periods.


11. Stockholders’ Equity
Common Stock
In November 2019, the Company filed an amendment to its Certificate of Incorporation to authorize an additional 100,000,000 shares of common stock. As December 31, 2020, there were 200,000,000 shares of common stock authorized, and 70,264,265 and 67,554,435 shares issued and outstanding, respectively. As of December 31, 2019, there were 200,000,000 shares of common stock authorized, and 66,543,073 and 63,833,243 shares issued and outstanding, respectively. The par value for the common stock is $0.001 per share.
Preferred Stock
    As of December 31, 2020 and 2019, there were 5,000,000 shares of preferred stock authorized, and zero shares issued and outstanding. The par value for the preferred stock is $0.001 per share.
Stock Repurchase Program
From 2012 through 2018, the Company had a stock repurchase program in place pursuant to which the Company was authorized to repurchase shares of its common stock, in the open market or privately negotiated transactions, at times and prices considered appropriate by the Board of Directors depending upon prevailing market conditions and other corporate considerations. The timing and actual number of shares repurchased depend on a variety of factors including the timing of open trading windows, price, corporate and regulatory requirements and other market conditions. The program was discontinued at the end of 2018. The Company may or may not enter into a new stock repurchase program in the future.
Stock-Based Compensation
    The Company follows FASB ASC 718-10, “Stock Compensation,” which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized.
106

LIVEPERSON, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

11. Stockholders’ Equity - (continued)
The per share weighted average fair value of stock options granted during the years ended December 31, 2020, 2019 and 2018 was $13.84, $12.12, and $6.60, respectively. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions for the years ended December 31, 2020, 2019 and 2018:
December 31,
202020192018
Dividend yield%%%
Risk-free interest rate
0.26% – 0.66%
1.66% – 3.05%
2.5% – 3.1%
Expected life (in years)5.05.05.0
Historical volatility
46.50% – 53.91%
43.42% – 44%
43.5% – 48.4%
A description of the methods used in the significant assumptions used to estimate the fair value of stock-based-based compensation awards follows:
Dividend yield – The Company uses 0% as it has never issued dividends and does not anticipate issuing dividends in the near term.
Risk-free interest rate – The Company uses the market yield on U.S. Treasury securities at five years with constant maturity, representing the current expected life of stock options in years.
Expected life – The Company uses historical data to estimate the expected life of a stock option.
Historical volatility – The Company uses a trailing five year from grant date to determine volatility.
Stock Option Plans
    During 1998, the Company established the Stock Option and Restricted Stock Purchase Plan (the “1998 Plan”). Under the 1998 Plan, the Board of Directors could issue incentive stock options or nonqualified stock options to purchase up to 5,850,000 shares of common stock. The 2000 Stock Incentive Plan (the “2000 Plan”) succeeded the 1998 Plan. Under the 2000 Plan, the options which had been outstanding under the 1998 Plan were incorporated in the 2000 Plan increasing the number of shares available for issuance under the plan by approximately 4,150,000, thereby reserving for issuance 10,000,000 shares of common stock in the aggregate.
The Company established the 2009 Stock Incentive Plan (the “2009 Plan”) as a successor to the 2000 Plan. Under the 2009 Plan, the options which had been outstanding under the 2000 Plan were incorporated into the 2009 Plan and the Company increased the number of shares available for issuance under the plan by 6,000,000. The Company amended the 2009 Plan (the “Amended 2009 Plan”) effective June 7, 2012. The Amended 2009 Plan increased the number of shares authorized for issuance under the plan by an additional 4,250,000. On June 2, 2017, the Company's Board of Directors amended and restated the Amended 2009 Plan effective April 30, 2017. The amended and restated plan increased the number of shares authorized for issuance under the plan by an additional 4,000,000.
On April 11, 2019, the Company’s Board of Directors adopted, and on June 6, 2019, the Company’s stockholders approved, the 2019 Stock Incentive Plan (‘‘2019 Stock Incentive Plan’’) to replace the Amended 2009 Plan, which was set to expire under its terms on June 9, 2019. Under the 2019 Stock Incentive Plan, the number of shares underlying options and other equity awards which remain outstanding, as well as the number of shares that remained available for grant, under the Amended 2009 Plan and under the Amended 2000 Plan were incorporated, as of June 6, 2019, into the 2019 Stock Incentive Plan. In addition, under the 2019 Stock Incentive Plan, 4,250,000 new shares were authorized for issuance.
On April 29, 2020, the Company's Board of Directors adopted, and on June 11, 2020, the company's stockholders approved, certain amendments to the 2019 Stock Incentive Plan, including an increase in the number of shares authorized for issuance by 3,000,000 new shares.
The number of shares authorized for issuance under the 2019 Stock Incentive Plan, the Amended 2009 Plan, and the 2000 Plan is 35,067,744 shares in the aggregate. Options to acquire common stock granted thereunder have 10-year terms. As of December 31, 2020, approximately 3.3 million shares of common stock remained available for issuance under the 2019 Stock Incentive Plan (taking into account all option exercises and other equity award settlements through December 31, 2020).

107

LIVEPERSON, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

11. Stockholders’ Equity - (continued)
Employee Stock Purchase Plan
    In June 2010, the Company’s stockholders approved the 2010 Employee Stock Purchase Plan with 1,000,000 shares of common stock initially reserved for issuance. Subject to stockholder approval, which was obtained on June 2, 2017, the Company's Board of Directors amended and restated the 2010 Employee Stock Purchase Plan effective April 30, 2017. The amended and restated plan increased the number of shares authorized for issuance under the plan by an additional 1,000,000, thereby reserving for issuance 2,000,000 shares of common stock in the aggregate.
On April 11, 2019, the Company’s Board of Directors adopted, and on June 6, 2019, the Company’s stockholders approved, the 2019 Employee Stock Purchase Plan (the ‘‘2019 Employee Stock Purchase Plan’’) to replace the Amended and Restated 2010 Employee Stock Purchase Plan which was set to expire under its terms in June 2020. There are 1,000,000 shares authorized and reserved for issuance under the 2019 Employee Stock Purchase Plan. As of December 31, 2020, approximately 0.8 million shares of common stock remain available for issuance under the 2019 Employee Stock Purchase Plan (taking into account all share purchases through December 31 2019).

Inducement Plan
During January 2018, the Company established the Inducement Plan (the “2018 Plan”). Under the 2018 Plan, the Board of Directors can issue nonqualified stock options or other equity-based awards in respect of up to 1,500,000 shares of common stock. On April 25, 2018, the Company’s Board of Directors amended and restated the 2018 Plan (the ‘‘Amended 2018 Plan’’). The Amended 2018 Plan increased the number of shares authorized for issuance under the plan by an additional 500,000 shares, and subsequently the Board of Directors approved and ratified, effective as of July 31, 2018, October 29, 2018 and February 13, 2019, increases of the number of shares authorized for issuance under the Amended 2018 Plan by 500,000, 250,000 and 618,048 shares, respectively, constituting 3,368,048 shares of common stock in the aggregate being reserved for issuance pursuant to grants under the Amended 2018 Plan. As of December 31, 2020, approximately 1.2 million shares of common stock remained available for issuance under the Amended 2018 Plan (taking into account all option exercises and other equity award settlements through December 31, 2020).

108

LIVEPERSON, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

11. Stockholders’ Equity - (continued)
Stock Option Activity    
    A summary of the Company’s stock option activity and weighted average exercise prices follows:
Stock Option ActivityWeighted Average Remaining Contractual Term (in years)Aggregate Intrinsic Value (in thousands)
Options (in thousands)Weighted
Average
Exercise Price
Balance outstanding at December 31, 20177,959 $10.71 
Granted2,033 15.00 
Exercised(3,120)10.70 
Cancelled or expired(606)10.03 
Balance outstanding at December 31, 20186,266 $12.13 6.55$43,348 
Options vested and expected to vest5,550 $11.89 6.28$39,521 
Options exercisable at December 31, 20183,278 $11.12 4.64$25,367 
Balance outstanding at December 31, 20186,266 $12.13 
Granted1,425 29.76 
Exercised(1,523)11.12 
Cancelled or expired(369)14.76 
Balance outstanding at December 31, 20195,799 $16.57 6.79$119,064 
Options vested and expected to vest5,096 $15.29 6.49$110,934 
Options exercisable at December 31, 20192,901 $12.03 4.95$72,424 
Balance outstanding at December 31, 20195,799 $16.57 
Granted737 31.21 
Exercised(1,683)12.69 
Cancelled or expired(521)23.27 
Balance outstanding at December 31, 20204,332 $19.78 6.79$183,825 
Options vested and expected to vest1,470 $23.88 8.19$56,382 
Options exercisable at December 31, 20202,280 $14.80 5.40$108,128 
The total fair value of stock options exercised during the years ended December 31, 2020 and 2019 was approximately $10.0 million and $8.0 million, respectively. As of December 31, 2020, there was approximately $17.9 million of total unrecognized compensation cost related to nonvested share-based compensation arrangements. That cost is expected to be recognized over a weighted average period of approximately 2.5 years.
109

LIVEPERSON, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

11. Stockholders’ Equity - (continued)

Restricted Stock Unit Activity
    A summary of the Company’s restricted stock units (“RSUs”) activity and weighted average exercise prices follows:
Restricted Stock Unit Activity
Number of Shares (in thousands)Weighted Average
Grant Date Fair Value (Per Share)
Aggregate Fair Value (in thousands)
Balance outstanding at December 31, 2017873 $8.29 $10,053 
Awarded2,568 17.02 — 
Released(361)9.49 — 
Forfeited(390)9.49 — 
Non-vested and outstanding at December 31, 20182,690 $15.81 $50,756 
Balance outstanding at December 31, 20182,690 $15.81 $50,756 
Awarded1,979 30.99 — 
Released(1,197)14.24 — 
Forfeited(423)20.28 — 
Non-vested and outstanding at December 31, 20193,049 $24.73 $112,848 
Balance outstanding at December 31, 20193,049 $24.73 $112,848 
Awarded2,530 26.51 — 
Released(1,906)23.40 — 
Forfeited(723)25.19 — 
Non-vested and outstanding at December 31, 20202,950 $27.00 $183,781 
Expected to vest1,939 $26.17 $120,674 
        RSUs granted to employees generally vest over a three to four-year period, or upon achievement of certain performance conditions. As of December 31, 2020, total unrecognized compensation cost, adjusted for estimated forfeitures, related to nonvested RSUs was approximately $66.8 million and the weighted-average remaining vesting period was 2.8 years.
    For the year ended December 31, 2020, the Company accrued approximately $20.4 million and $8.9 million for cash awards related to bonus and for the achievement of long term incentive plan 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 consolidated financial statements. For the year ended December 31, 2019, the Company accrued approximately $19.0 million in cash awards to be settled in shares of the Company's stock and recorded a corresponding expense, which is included as a component of stock-based compensation expense in the accompanying consolidated financial statements.
Stock-based compensation expense recognized in the Company’s consolidated statements of operations and cash flows was $65.9 million and $44.1 million for the years ended December 31, 2020 and 2019, respectively.



12. 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
110

LIVEPERSON, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

12. Income Taxes - (continued)

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 on a jurisdiction by jurisdiction basis, we believe that the deferred tax assets related to LivePerson Australia, LivePerson UK, Kasamba Israel, LivePerson Japan and LivePerson LTD Israel are more likely than not to be realized as these jurisdictions have positive cumulative pre-tax book income after adjusting for permanent and one-time items. During the year ended December 31, 2020, there was an increase in the valuation recorded of $6.9 million.

The Company had a valuation allowance on certain deferred tax assets for the years ended December 31, 2018, December 31, 2019 and December 31, 2020 of $30.2 million, $48.5 million and $55.4 million, respectively. An increase in the valuation allowance in the amount of $35.1 million was recorded as an expense and a decrease of $28.2 million related to convertible notes was charged to equity during 2020. An increase in the valuation allowance in the amount of $25.0 million was recorded as an expense and a decrease of $6.7 million related to the issuance of convertible notes was charged to equity during 2019.

Under Section 382 of the Internal Revenue Code of 1986, as amended (the ‘‘Code’’), the Company’s use of its federal net operating loss (“NOL”) carryforwards may be limited if the Company experiences an ownership change, as defined in Section 382 of the Code. Such an annual limitation could result in the expiration of the NOL carryforwards before utilization. Corresponding provisions of state law may limit the Company’s ability to utilize NOL carryforwards for state tax purposes. As of December 31, 2020, the Company had approximately $311.7 million of federal NOL carryforwards available to offset future taxable income. Included in this amount is $5.1 million of federal NOL carryovers from the Company’s acquisition of Proficient in 2006. Approximately $41.2 million of these federal NOL carryforwards were generated in taxable years ending on or before December 31, 2017 and will expire in various years through 2037. Federal NOL carryforwards generated in taxable years ending after December 31, 2017, do not expire, but generally may only offset up to 80% of federal taxable income earned in a taxable year.    
The domestic and foreign components of income (loss) before provision for income taxes consist of the following (amounts in thousands): 
Year Ended December 31,
202020192018
United States$(113,689)$(105,961)$(38,078)
Israel2,214 2,791 3,163 
United Kingdom536 5,377 3,690 
Netherlands3,398 (465)3,235 
Australia1,663 716 686 
Germany243 3,854 2,900 
Other (1)
507 462 230 
$(105,128)$(93,226)$(24,174)
(1) Includes Japan and France
No additional provision has been made for U.S. income taxes on the undistributed earnings of its Israeli subsidiary, LivePerson Ltd. (formerly HumanClick Ltd.), as such earnings have been taxed in the U.S. and accumulated earnings of the Company’s other foreign subsidiaries are immaterial through December 31, 2020.
111

LIVEPERSON, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

12. Income Taxes - (continued)

The provision for income taxes consists of the following (amounts in thousands):
Year Ended December 31,
202020192018
Current income taxes:
U.S. Federal$(581)$(452)$(1,932)
State and local59 89 67 
Foreign2,408 4,415 3,032 
Total current income taxes
1,886 4,052 1,167 
Deferred income taxes:
U.S. Federal(151)126 (295)
State and local459 135 (28)
Foreign272 (1,468)14 
Total deferred income taxes
580 (1,207)(309)
Total provision for income taxes
$2,466 $2,845 $858 
The difference between the total income taxes computed at the federal statutory rate and the provision for income taxes consists of the following:
Year Ended December 31,
202020192018
Federal statutory rate21.00 %21.00 %21.00 %
State taxes, net of federal benefit4.82 %2.95 %3.30 %
Non-deductible expenses – stock based compensation(1.21)%1.82 %4.73 %
Global Intangible Low Tax Income Inclusion %(2.29)%(7.99)%
Non-deductible expenses – Other0.14 %(0.37)%(0.28)%
Non-deductible excess compensation(5.52)%(1.20)%(2.30)%
Foreign taxes(3.98)%(1.86)%(1.34)%
Valuation allowance(30.87)%(26.42)%(28.91)%
Stock based compensation - excess tax benefit9.93 %6.18 %6.10 %
Other3.34 %(2.86)%2.09 %
Total provision
(2.35)%(3.05)%(3.60)%
112

LIVEPERSON, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

12. Income Taxes - (continued)

The effects of temporary differences and federal NOL carryforwards that give rise to significant portions of federal deferred tax assets and deferred tax liabilities at December 31, 2020 and 2019 are presented below (amounts in thousands):
Year Ended December 31,
20202019
Deferred tax assets:
Net operating loss carryforwards
$78,651 $49,423 
Foreign Tax Credit1,222  
Original Issue Discount
16,464 5,201 
Interest
1,986 875 
Operating lease liability5,150 3,306 
Accounts payable and accrued expenses
7,289 5,934 
Non-cash compensation
7,401 4,195 
Intangibles amortization
3,620 3,273 
Allowance for doubtful accounts
954 419 
Total deferred tax assets
122,737 72,626 
        Less valuation allowance(55,357)(48,451)
        Deferred tax assets, net of valuation allowance67,380 24,175 
Deferred tax liabilities:
Property and equipment
(10,048)(6,361)
Goodwill amortization and contingent earn-out adjustments
(5,294)(3,430)
Convertible Notes Issuance
(49,118)(11,055)
Operating lease right of use asset(2,511)(2,504)
Total deferred tax liabilities
(66,971)(23,350)
Net deferred tax assets (liabilities)$409 $825 
We have income tax NOL carryforwards related to federal and Australian income tax carryforwards of $311.7 million and $2.0 million respectively. The Australian NOLs can be carried forward indefinitely. $270.4 million of the federal NOLs can be carried forward indefinitely. $6.0 million of the federal NOLs will expire between 2021 and 2026, and $35.2 million will expire between 2036 and 2037. We have $221.9 million of state NOLs, of which $47.3 million can be carried forward indefinitely and $174.6 million expire between 2023 and 2040.
ASC Topic 740-10 clarifies the accounting for uncertainty in income taxes recognized in the financial statements in accordance with other provisions contained within this guidance. This topic prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return.  For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by the taxing authorities.  The amount recognized is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate audit settlement. The Company had unrecognized tax benefits of $3.6 million as of December 31, 2020 and $2.0 million as of December 31, 2019, respectively. Accrued interest and penalties included in the Company's liability related to unrecognized tax benefits and recorded in accrued expenses and other current liabilities were immaterial at December 31, 2020 and 2019.

113

LIVEPERSON, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

12. Income Taxes - (continued)

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands):
Year Ended December 31,
20202019
Unrecognized tax benefits balance at January 1$2,053 $1,921 
Gross decrease for tax positions of prior years(438) 
Gross increase for tax positions of current years
2,984 584 
Decrease due to expiration of statue
 (452)
Decrease due to settlement
(984) 
Gross unrecognized tax benefits at December 31$3,615 $2,053 
The tax years subject to examination by major tax jurisdictions include the years 2015 and forward for U.S states and New York City, the years 2016 and forward for U.S. Federal, and the years 2015 and forward for certain foreign jurisdictions.

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

    
13. Legal Matters
    The Company previously 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 Customer, Inc. filed suit against the Company in the Northern District of California alleging patent infringement. On December 7, 2015, [24]7 Customer Inc. 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 for all pre-trial purposes. Rulings by both the Court and the United States Patent Office in the Company’s favor have invalidated the majority of [24]7 patents that were asserted in the patent cases. Trial for the Company’s intellectual property and other claims asserted against [24]7 is set for May 24, 2021. Trial for [24]7’s patent infringement claims has been vacated, to be reset after the trial on the Company's claims. The Company believes the claims filed by [24]7 are entirely without merit and intends to defend them vigorously.
The Company routinely assesses all of its litigation and threatened litigation as to the probability of ultimately incurring a liability, and records its best estimate of the ultimate loss in situations where the Company assesses the likelihood of loss as probable.
    From time to time, the Company is involved in or subject to legal, administrative and regulatory proceedings, claims, demands and investigations arising in the ordinary course of business, including direct claims brought by or against the Company with respect to intellectual property, contracts, employment and other matters, as well as claims brought against the Company’s customers for whom the Company has a contractual indemnification obligation. The Company accrues for a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Significant judgment is required in both the determination of probability and the determination as to whether a loss is reasonably estimable. In addition, in the event the Company determines that a loss is not probable, but is reasonably possible, and it becomes possible to develop what the Company believes to be a reasonable range of possible loss, then the Company will include disclosure related to such matter as appropriate and in compliance with ASC 450. The accruals or estimates, if any, resulting from the foregoing analysis, are reviewed at least quarterly and adjusted to reflect the impact of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular matter. To the extent there is a reasonable possibility that the losses could exceed the amounts already accrued, the Company will, as applicable, adjust the accrual in the period the determination is made, disclose an estimate of the additional loss or range of loss, indicate
114

LIVEPERSON, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

13. Legal Matters - (Continued)
that the estimate is immaterial with respect to its financial statements as a whole or, if the amount of such adjustment cannot be reasonably estimated, disclose that an estimate cannot be made.
    From time to time, third parties assert claims against the Company regarding intellectual property rights, privacy issues and other matters arising in the ordinary course of business. Although the Company cannot be certain of the outcome of any litigation or the disposition of any claims, nor the amount of damages and exposure, if any, that the Company could incur, the Company currently believes that the final disposition of all existing matters will not have a material adverse effect on our business, results of operations, financial condition or cash flows. In addition, in the ordinary course of business, the Company is also subject to periodic threats of lawsuits, investigations and claims. Regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors.

115

LIVEPERSON, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

14.Restructuring Costs
In response to the COVID-19 pandemic, the Company went through a re-evaluation of its real estate needs. In connection with this re-evaluation, and the success the Company has had working remotely, 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 leased by the Company and the removal of the associated ROU 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 workforce model that does not rely on traditional offices.
    On top of the lease restructuring costs, the Company went through a further restructuring related to costs associated with re-prioritizing and reallocating resources to focus on areas showing high growth potential.     
The expenses associated with these restructuring events were approximately $29.4 million, $2.0 million, and $4.5 million during the years ended December 31, 2020, 2019, and 2018, respectively, and is classified in the consolidated statements of operations as restructuring costs. The restructuring liability was approximately $4.7 million and $0.3 million as of December 31, 2020 and 2019, respectively, and is classified as accrued expenses and other current liabilities on the consolidated balance sheets.
    The following table presents the detail of the liability for the Company’s restructuring charges for the periods presented (amounts in thousands):
December 31, 2020December 31, 2019
Balance, Beginning of the year$314 $977 
Lease restructuring costs5,034  
Severance and other associated costs5,090 2,043 
Cash payments(5,706)(2,706)
Balance, End of year$4,732 $314 
    The following table presents the detail of expenses for the Company’s restructuring charges for the periods presented (amounts in thousands):
December 31, 2020December 31, 2019December 31, 2018
Lease restructuring costs:
ROU assets write down$13,938 $ $ 
Abandonment of property and equipment5,147   
Other lease restructuring costs5,245   
Total Lease restructuring costs$24,330 $ $ 
Severance and other associated costs$5,090 $2,043 $4,468 
Total restructuring costs$29,420 $2,043 $4,468 

116





Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
Not Applicable.
Item 9A. Controls and Procedures
Management’s Annual Report on Internal Control Over Financial Reporting
Our management, including the Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting, as that term is defined in Rule 13a-15(f) promulgated under the Exchange Act. Our internal control system is designed to provide reasonable assurance to our management and Board of Directors regarding the preparation and fair presentation of published financial statements. Our management, including the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our internal control over financial reporting as of December 31, 2020 based on the framework established in “Internal Control — Integrated Framework (2013),” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on its evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that as of December 31, 2020, our internal control over financial reporting was effective based on those criteria.
The effectiveness of our internal control over financial reporting as of December 31, 2020 has been audited by BDO USA, LLP, an independent registered public accounting firm. Their attestation report is included herein.
Limitations of the Effectiveness of Internal Control
A control system, no matter how well conceived and operated, can only provide reasonable, not absolute, assurance that the objectives of the internal control system are met. Because of the inherent limitations of any internal control system, no evaluation of controls can provide absolute assurance that all control issues, if any, have been detected.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended December 31, 2020 identified in connection with the evaluation thereof by our management, including the Chief Executive Officer and Chief Financial Officer, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Evaluation of Disclosure Controls and Procedures
Our management, including the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our “disclosure controls and procedures,” as that term is defined in Rule 13a-15(e) promulgated under the Exchange Act, as of December 31, 2020. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2020 to ensure that the information we are required to disclose in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms, and to ensure that such information is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
117





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
LivePerson, Inc.
New York, New York
Opinion on Internal Control over Financial Reporting
We have audited LivePerson, Inc.’s (the “Company’s”) internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company and subsidiaries as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and our report dated March 8, 2021 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Item 9A, Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit of internal control over financial reporting in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ BDO USA, LLP
New York, New York
March 8, 2021
118





Item 9B. Other Information
None.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this Item 10 is incorporated by reference to the sections captioned “Matters to be Considered at Annual Meeting — Election of Directors,” “Executive Officers,” “Board Committees and Meetings — Audit Committee,” “Codes of Conduct and Corporate Governance Documents” and “Section 16(a) Beneficial Ownership Reporting Compliance” in the definitive proxy statement for our 2021 Annual Meeting of Stockholders.
There have been no changes to the procedures by which stockholders may recommend nominees to our Board of Directors since our last disclosure of such procedures, which appeared in the definitive proxy statement for our 2020 Annual Meeting of Stockholders.
We have adopted a Code of Ethics that applies to our Chief Executive Officer, who is our principal executive officer, and other senior financial officers. Our Code of Ethics is available at: www.liveperson.com under “Investor Relations / Corporate Governance.” The Company’s web site address provided above is not intended to function as a hyperlink, and the information on the Company’s web site is not and should not be considered part of this Annual Report on Form 10-K and is not incorporated by reference herein. The Company will post on this website any amendments to our Code of Ethics.
Item 11. Executive Compensation
The information required by this Item 11 is incorporated by reference to the sections captioned “Compensation Discussion and Analysis,” “Compensation Committee Report” (which information shall be deemed furnished in this Annual Report on Form 10-K), “Executive and Director Compensation” and “Compensation Committee Interlocks and Insider Participation” in the definitive proxy statement for our 2021 Annual Meeting of Stockholders.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this Item 12 is incorporated by reference to the sections captioned “Ownership of Securities,” “Potential Payments Upon Termination or Change-in-Control” and “Securities Authorized for Issuance Under Equity Compensation Plans” in the definitive proxy statement for our 2021 Annual Meeting of Stockholders.

119





Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this Item 13 is incorporated by reference to the sections captioned “Certain Relationships and Related Party Transactions” and “Director Independence” in the definitive proxy statement for our 2021 Annual Meeting of Stockholders.
Item 14. Principal Accountant Fees and Services
The information required by this Item 14 is incorporated by reference to the section captioned “Independent Registered Public Accounting Firm Fees and Pre-Approval Policies and Procedures” in the definitive proxy statement for our 2021 Annual Meeting of Stockholders.
PART IV
Item 15. Exhibits and Financial Statement Schedules
The following documents are filed as part of this Annual Report on Form 10-K:
1.Financial Statements.
Incorporated by reference to the index of consolidated financial statements included in Item 8 of this Annual Report on Form 10-K.
2.Financial Statements Schedules.
None.
3.Exhibits.
Incorporated by reference to the Exhibit Index immediately preceding the exhibits attached to this Annual Report on Form 10-K.
Item 16. Form 10-K Summary
    None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 8, 2021.
LIVEPERSON, INC.
By:/s/ Robert P. LoCascio
Name: Robert P. LoCascio
Title: Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on March 8, 2021.
120





SignatureTitle(s)
/s/Robert P. LoCascioChief Executive Officer and Chairman of the Board of Directors
Robert P. LoCascio(Principal Executive Officer)
/s/ John D. CollinsChief Financial Officer
John D. Collins(Principal Financial Officer)
/s/ Daryl J. CarloughSenior Vice President, Global and Corporate Controller
Daryl J. Carlough(Principal Accounting Officer)
/s/ Peter BlockDirector
Peter Block
/s/ Kevin C. LavanDirector
Kevin C. Lavan
/s/ Jill LayfieldDirector
Jill Layfield
/s/ Fred MosslerDirector
Fred Mossler
/s/ William G. WesemannDirector
William G. Wesemann

121





EXHIBIT INDEX
NumberDescription
2.1
2.2

3.1(a)
3.1(b)
3.2
4.1
4.2
4.3

4.4
4.5
4.6
4.7
10.1(a)*

10.1(b)*
10.2*

10.3*
122





10.4*


10.5*
10.6*
10.7*
10.8*



10.9*

10.10*
10.11*
10.12*
10.13*
10.14*
10.15*
10.16*

10.17*

10.18*

10.19

10.20

10.21*

123





10.22*

10.23*

10.24*

10.25
10.26
21.1
23.1

31.1
31.2
32.1**
32.2**
101.INS†Inline XBRL Instance Document - The instance document does not appear in the interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH†Inline XBRL Taxonomy Extension Schema Document
101.CAL†Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF†Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB†Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE†Inline XBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File (formatted as inline XBRL)
*    Management contract or compensatory plan or arrangement
**    The certifications attached as Exhibit 32.1 and Exhibit 32.2 accompany the Annual Report on Form 10-K pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed “filed” by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
†    Pursuant to applicable securities laws and regulations, the Registrant is deemed to have complied with the reporting obligation relating to the submission of interactive data files in such exhibits and is not subject to liability under any anti-fraud provisions of the federal securities laws as long as the Registrant has made a good faith attempt to comply with the submission requirements and promptly amends the interactive data files after becoming aware that the interactive data files fail to comply with the submission requirements. These interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under these Sections.
124
EX-4.5 2 a2020q4livepersonexhibit451.htm EX-4.5 Document
                                                 Exhibit 4.5
DESCRIPTION OF the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

Our common stock, par value $0.001 per share, is registered under Section 12 of the Securities Exchange Act of 1934, as amended, and listed on the Nasdaq Global Select Market under the symbol “LPSN”.

The following is a description of our capital stock and the material provisions of our amended and restated certificate of incorporation, as amended, and amended and restated bylaws. The following is only a summary and is qualified by applicable law and by the provisions of our amended and restated certificate of incorporation, as amended, and our amended and restated bylaws.

GENERAL

Our authorized capital stock consists of 200,000,000 shares of common stock, par value $0.001 per share, and 5,000,000 shares of preferred stock, par value $0.001 per share.

COMMON STOCK

As of February 26, 2021, there were [67,784,058] shares of our common stock outstanding held of record by [120] stockholders, without giving effect to the conversion, if any, of our Convertible Senior Notes due 2024 and our Convertible Senior Notes due 2026.

Voting Rights. Holders of common stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders and do not have cumulative voting rights. Accordingly, holders of a majority of the shares of common stock entitled to vote in any election of directors may elect all of the directors standing for election.

Dividend Rights. Holders of common stock are entitled to receive ratably those dividends, if any, as may be declared by our board of directors out of funds legally available therefor, subject to any preferential dividend rights of any outstanding preferred stock.

Right to Receive Liquidation Distributions. Upon our liquidation, dissolution or winding up, our common stockholders are entitled to receive ratably our net assets available, if any, after the payment of all debts and other liabilities and subject to the prior rights of any outstanding preferred stock.

Assessability. The outstanding shares of our common stock are fully paid and nonassessable.

Other Rights. Holders of our common stock have no preemptive, subscription, redemption or conversion rights. The rights, preferences and privileges of holders of common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock which we may designate and issue in the future.

PREFERRED STOCK

There are no shares of preferred stock outstanding. Our board of directors is authorized, without further stockholder approval, to issue from time to time up to an aggregate of 5,000,000 shares of preferred stock in one or more series and to fix or alter the designations, preferences, rights and any qualifications, limitations or restrictions of the shares of each series thereof, including the dividend rights, dividend rates, conversion rights, voting rights, terms of redemption, including sinking fund provisions, redemption price or prices, liquidation preferences and the number of shares constituting any series or designation of series. The issuance of preferred stock could decrease the amount of earnings and assets available for distribution to holders of common stock or adversely affect the rights and powers, including voting rights, of the holders of common stock. Such issuance could also have the effect of delaying, deferring or preventing a change in control of our company.

OPTIONS



                                                 Exhibit 4.5
We have 4,568,770 shares of our common stock reserved for issuance, upon exercise of stock options, under our 2000 Stock Incentive Plan, 2018 Inducement Plan and 2019 Stock Incentive Plan. As of February 26, 2021, there were outstanding options to purchase a total of 4,330,686 shares of common stock, of which options to purchase approximately 2,279,951 are currently exercisable.

LIMITATIONS ON LIABILITY

Our amended and restated certificate of incorporation, as amended, limits or eliminates the liability of our directors to us or our stockholders for monetary damage to the fullest extent permitted by the Delaware General Corporation Law. As permitted by the Delaware General Corporation Law, our amended and restated certificate of incorporation, as amended, provides that our directors shall not be personally liable to us or our stockholders for monetary damages for a breach of fiduciary duty as a director, except for liability:

for any breach of such person’s duty of loyalty to us or our stockholders;
for acts or omissions not in good faith or involving intentional misconduct or a knowing violation of law;
for payment of dividends or approval of stock repurchases or redemptions that are prohibited by Section 174 of the Delaware General Corporation Law; and
for any transaction resulting in receipt by such person of an improper personal benefit.

Our amended and restated certificate of incorporation, as amended, also contains provisions indemnifying our directors and officers to the fullest extent permitted by the Delaware General Corporation Law. We currently have directors’ and officers’ liability insurance to provide our directors and officers with insurance coverage for losses arising from claims based on breaches of duty, negligence, errors and other wrongful acts.
We have also entered into agreements to indemnify our directors and executive officers, in addition to the indemnification provided for in our amended and restated certificate of incorporation, as amended. We believe that these agreements are necessary to attract and retain qualified directors and executive officers.

ANTI-TAKEOVER EFFECTS OF PROVISIONS OF DELAWARE LAW AND OUR CERTIFICATE OF INCORPORATION AND BYLAWS

We are subject to the provisions of Section 203 of the Delaware General Corporation Law. Subject to some exceptions, Section 203 prohibits a publicly-held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years after the date of the transaction in which the person became an interested stockholder, unless:

prior to such date, the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;
upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced (excluding certain shares); or
on or subsequent to such date, the business combination is approved by the board of directors of the corporation and authorized at an annual or special meeting of stockholders by the affirmative vote of a least 66.67% of the outstanding voting stock that is not owned by the interested stockholder.

A “business combination” includes mergers, asset sales and other transactions resulting in a financial benefit to the interested stockholder. Except as otherwise specified in Section 203 of the Delaware General Corporation Law, an interested stockholder is defined to include (x) any person that owns (or, within the prior three years, did own) 15% or more of the outstanding voting stock of the corporation, or is an affiliate or associate of the corporation and was the owner of 15% or more of the outstanding voting stock of the corporation at any time within three years immediately prior to the date of determination and (y) the affiliates and associates of any such person. This statute could prohibit or delay the accomplishment of mergers or other takeover or change in control attempts with respect to us and, accordingly, may discourage attempts to acquire us.



                                                 Exhibit 4.5
In addition, various provisions of our amended and restated certificate of incorporation, as amended, and our amended and restated bylaws, which provisions are summarized in the following paragraphs, may be deemed to have an anti-takeover effect and may delay, defer or prevent a tender offer or takeover attempt that a stockholder might consider in its best interest, including those attempts that might result in a premium over the market price for the shares held by stockholders.

Staggered Board. Our amended and restated certificate of incorporation, as amended, provides for division of our board into three classes, with each class as nearly equal in number as possible. Each class must serve a three-year term. The terms of each class are staggered so that each term ends in a different year in the three-year period.

Board of Director Vacancies. Our amended and restated certificate of incorporation, as amended, authorizes our board of directors to fill vacant directorships or increase the size of the board of directors. This may deter a stockholder from removing incumbent directors and simultaneously gaining control of our board of directors by filling the vacancies created by this removal with its own nominees.

Stockholder Action; Special Meeting of Stockholders. Our amended and restated certificate of incorporation, as amended, provides that stockholders may not take action by written consent, but only at duly called annual or special meetings of stockholders. Our amended and restated bylaws further provide that special meetings of our stockholders may be called only by the chairman of the board of directors, our president or at the request of two-thirds of the board of directors.

Advance Notice Requirements for Stockholder Proposals and Directors’ Nominations. Our amended and restated bylaws provide that stockholders seeking to bring business before an annual meeting of stockholders, or to nominate candidates for election as directors at an annual meeting of stockholders, must provide us timely notice thereof in writing. To be timely, a stockholder’s notice must be delivered to or mailed and received at our principal executive offices, not less than 90 days nor more than 120 days prior to the first anniversary of the date of the preceding year’s annual meeting provided with respect to the previous year’s annual meeting of stockholders; provided, however, that if no annual meeting of stockholders was held in the previous year or the date of the annual meeting of stockholders has been changed to be more than 30 calendar days earlier than or 70 calendar days after this anniversary, notice by the stockholder, to be timely, must be so received not more than 120 days prior to the annual meeting of stockholders nor later than the later of:

90 days prior to the annual meeting of stockholders; and
the close of business on the 10th day following the date on which notice of the date of the meeting is made public.

Our amended and restated bylaws also specify certain requirements as to the form and content of a stockholders’ notice. These provisions may preclude stockholders from bringing matters before an annual meeting of stockholders or from making nominations for directors at an annual meeting of stockholders.

Authorized But Unissued Shares. The authorized but unissued shares of our common stock and preferred stock are available for future issuance without stockholder approval, subject to various limitations imposed by the Nasdaq Global Select Market. These additional shares may be utilized for a variety of corporate purposes, including future public offerings to raise additional capital, corporate acquisitions and employee benefit plans. The existence of authorized but unissued shares of common stock and preferred stock could make more difficult or discourage an attempt to obtain control of us by means of a proxy context, tender offer, merger or otherwise.

Our amended and restated certificate of incorporation, as amended, requires the affirmative vote of not less than 66.67% of the outstanding shares of our capital stock entitled to vote generally in the election of directors (considered for this purpose as a single class) cast at a meeting of our stockholders called for that purpose, to repeal, alter, amend or rescind the provisions in our amended and restated certificate of incorporation, as amended, relating to:

directors;


                                                 Exhibit 4.5
stockholder meetings;
limitations on director liability;
indemnification;
amendment of our bylaws; or
business combinations.

Our amended and restated certificate of incorporation, as amended, requires the affirmative vote as specified in the Delaware General Corporation Law to amend any other provision of our amended and restated certificate of incorporation, as amended,.

To repeal, alter, amend or rescind our amended and restated certificate of incorporation, as amended, and our amended and restated bylaws require the affirmative vote of not less than 66.67% of the outstanding shares of our capital stock entitled to vote generally in the election of directors (considered for this purpose as a single class) cast at a meeting of our stockholders called for that purpose, or the affirmative vote of at least 66.67% of our board of directors. This provision may have the effect of making it difficult for a third party to acquire us.


EX-21.1 3 a2020q4livepersonex2111.htm EX-21.1 Document

EXHIBIT 21.1
SUBSIDIARIES OF LIVEPERSON, INC.
LivePerson Ltd. (formerly HumanClick Ltd.) — Israel
Kasamba Inc. — Delaware
LivePerson Germany GmbH — Germany
LivePerson (UK) Ltd. — United Kingdom
LivePerson Netherlands B.V. — Netherlands
LivePerson Automotive, LLC (formerly Contact At Once!, LLC) — Georgia


EX-23.1 4 consentofindependentregist.htm EX-23.1 Document


Consent of Independent Registered Public Accounting Firm


LivePerson, Inc.
New York, New York

We hereby consent to the incorporation by reference in the Registration Statements on Forms S-3 (No. 333-112019, 333-112018, 333-136249 and 333-147929) and Forms S-8 (No. 333-245808, 333-234676, 333-229495, 333-224059, 333-34230, 333-147572, 333-159850, 333-168945, 333-194590 and 333-219573) of LivePerson, Inc. of our reports dated March 8, 2021, relating to the consolidated financial statements and the effectiveness of LivePerson, Inc.’s internal control over financial reporting, which appear in this Annual Report on Form 10-K.

/s/ BDO USA, LLP

New York, New York
March 8, 2021

EX-31.1 5 a2020q4livepersonex3111.htm EX-31.1 Document
Exhibit 31.1
CERTIFICATIONS
I, Robert P. LoCascio, certify that:
1.I have reviewed this Annual Report on Form 10-K of LivePerson, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: March 8, 2021By:/s/ ROBERT P. LOCASCIO
Name:Robert P. LoCascio
Title:Chief Executive Officer (principal executive officer)



EX-31.2 6 a2020q4livepersonex3121.htm EX-31.2 Document
Exhibit 31.2
CERTIFICATIONS
I, John D. Collins, certify that:
1.I have reviewed this Annual Report on Form 10-K of LivePerson, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date:March 8, 2021By:/s/ John D. Collins
Name:
John D. Collins
Title:Chief Financial Officer
(principal financial officer)



EX-32.1 7 a2020q4livepersonex3211.htm EX-32.1 Document
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Robert P. LoCascio, Chief Executive Officer of LivePerson, Inc. (the “Company”), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)the Annual Report of the Company on Form 10-K for the period ended December 31, 2020, as filed with the Securities and Exchange Commission (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date:March 8, 2021By:/s/ ROBERT P. LOCASCIO
Name:Robert P. LoCascio
Title:Chief Executive Officer (principal executive officer)
This certification shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent the Company specifically incorporates it by reference.


EX-32.2 8 a2020q4livepersonex3221.htm EX-32.2 Document
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, John D. Collins, Chief Financial Officer of LivePerson, Inc. (the “Company”), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)the Annual Report of the Company on Form 10-K for the period ended December 31, 2020, as filed with the Securities and Exchange Commission (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date:March 8, 2021By:/s/ John D. Collins
Name:
John D. Collins
Title:Chief Financial Officer (principal financial officer)
This certification shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent the Company specifically incorporates it by reference.

EX-101.SCH 9 lpsn-20201231.xsd XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 0001001 - Document - Cover link:presentationLink link:calculationLink link:definitionLink 1001002 - Statement - Consolidated Balance Sheets link:presentationLink link:calculationLink link:definitionLink 1002003 - Statement - Consolidated Balance Sheets (Parenthetical) link:presentationLink link:calculationLink link:definitionLink 1003004 - Statement - Consolidated Statements of Operations link:presentationLink link:calculationLink link:definitionLink 1004005 - Statement - Consolidated Statements of Operations (Parenthetical) link:presentationLink link:calculationLink link:definitionLink 1005006 - Statement - Consolidated Statements of Comprehensive Loss link:presentationLink link:calculationLink link:definitionLink 1006007 - Statement - Consolidated Statements of Stockholders' Equity link:presentationLink link:calculationLink link:definitionLink 1007008 - Statement - Consolidated Statements of Cash Flows link:presentationLink link:calculationLink link:definitionLink 2101101 - Disclosure - Description of Business and Summary of Significant Accounting Policies link:presentationLink link:calculationLink link:definitionLink 2202201 - Disclosure - Description of Business and Summary of Significant Accounting Policies (Policies) link:presentationLink link:calculationLink link:definitionLink 2303301 - Disclosure - Description of Business and Summary of Significant Accounting Policies (Tables) link:presentationLink link:calculationLink link:definitionLink 2404401 - Disclosure - Description of Business and Summary of Significant Accounting Policies - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 2405402 - Disclosure - Description of Business and Summary of Significant Accounting Policies - Accounts Receivable (Details) link:presentationLink link:calculationLink link:definitionLink 2406403 - Disclosure - Description of Business and Summary of Significant Accounting Policies - Deferred Revenue (Details) link:presentationLink link:calculationLink link:definitionLink 2407404 - Disclosure - Description of Business and Summary of Significant Accounting Policies - Disaggregation of Revenue (Details) link:presentationLink link:calculationLink link:definitionLink 2408405 - Disclosure - Description of Business and Summary of Significant Accounting Policies - Revenue by Geographic Region (Details) link:presentationLink link:calculationLink link:definitionLink 2409406 - Disclosure - Description of Business and Summary of Significant Accounting Policies - Receivables and Deferred Revenue (Details) link:presentationLink link:calculationLink link:definitionLink 2110102 - Disclosure - Net Loss per Share link:presentationLink link:calculationLink link:definitionLink 2311302 - Disclosure - Net Loss per Share (Tables) link:presentationLink link:calculationLink link:definitionLink 2412407 - Disclosure - Net Loss per Share (Details) link:presentationLink link:calculationLink link:definitionLink 2113103 - Disclosure - Segment Information link:presentationLink link:calculationLink link:definitionLink 2314303 - Disclosure - Segment Information (Tables) link:presentationLink link:calculationLink link:definitionLink 2415408 - Disclosure - Segment Information - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 2416409 - Disclosure - Segment Information - Financial Information by Segment (Details) link:presentationLink link:calculationLink link:definitionLink 2417410 - Disclosure - Segment Information - Long-Lived Assets by Geographic Region (Details) link:presentationLink link:calculationLink link:definitionLink 2118104 - Disclosure - Property and Equipment link:presentationLink link:calculationLink link:definitionLink 2319304 - Disclosure - Property and Equipment (Tables) link:presentationLink link:calculationLink link:definitionLink 2420411 - Disclosure - Property and Equipment - Balances (Details) link:presentationLink link:calculationLink link:definitionLink 2421412 - Disclosure - Property and Equipment - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 2122105 - Disclosure - Goodwill and Intangible Assets link:presentationLink link:calculationLink link:definitionLink 2323305 - Disclosure - Goodwill and Intangible Assets (Tables) link:presentationLink link:calculationLink link:definitionLink 2424413 - Disclosure - Goodwill and Intangible Assets - Changes in Carrying Amount of Goodwill (Details) link:presentationLink link:calculationLink link:definitionLink 2425414 - Disclosure - Goodwill and Intangible Assets - Intangible Assets (Details) link:presentationLink link:calculationLink link:definitionLink 2426415 - Disclosure - Goodwill and Intangible Assets - Amortization Expense (Details) link:presentationLink link:calculationLink link:definitionLink 2127106 - Disclosure - Accrued Liabilities and Other Current Liabilities link:presentationLink link:calculationLink link:definitionLink 2328306 - Disclosure - Accrued Liabilities and Other Current Liabilities (Tables) link:presentationLink link:calculationLink link:definitionLink 2429416 - Disclosure - Accrued Liabilities and Other Current Liabilities (Details) link:presentationLink link:calculationLink link:definitionLink 2130107 - Disclosure - Convertible Senior Notes and Capped Call Transactions link:presentationLink link:calculationLink link:definitionLink 2331307 - Disclosure - Convertible Senior Notes and Capped Call Transactions (Tables) link:presentationLink link:calculationLink link:definitionLink 2432417 - Disclosure - Convertible Senior Notes and Capped Call Transactions - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 2433418 - Disclosure - Convertible Senior Notes and Capped Call Transactions - Carrying Amount and Interest Expense (Details) link:presentationLink link:calculationLink link:definitionLink 2134108 - Disclosure - Acquisitions link:presentationLink link:calculationLink link:definitionLink 2435419 - Disclosure - Acquisitions (Details) link:presentationLink link:calculationLink link:definitionLink 2136109 - Disclosure - Fair Value Measurements link:presentationLink link:calculationLink link:definitionLink 2337308 - Disclosure - Fair Value Measurements (Tables) link:presentationLink link:calculationLink link:definitionLink 2438420 - Disclosure - Fair Value Measurements - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 2439421 - Disclosure - Fair Value Measurements - Assets and Liabilities Measured at Fair Value (Details) link:presentationLink link:calculationLink link:definitionLink 2440422 - Disclosure - Fair Value Measurements - Level 3 Liabilities (Details) link:presentationLink link:calculationLink link:definitionLink 2141110 - Disclosure - Commitments and Contingencies link:presentationLink link:calculationLink link:definitionLink 2342309 - Disclosure - Commitments and Contingencies (Tables) link:presentationLink link:calculationLink link:definitionLink 2443423 - Disclosure - Commitments and Contingencies - Leases Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 2444424 - Disclosure - Commitments and Contingencies - Supplemental Cash Flow Information (Details) link:presentationLink link:calculationLink link:definitionLink 2445425 - Disclosure - Commitments and Contingencies - Components of Lease Costs (Details) link:presentationLink link:calculationLink link:definitionLink 2446426 - Disclosure - Commitments and Contingencies - Supplemental Balance Sheet Information (Details) link:presentationLink link:calculationLink link:definitionLink 2447427 - Disclosure - Commitments and Contingencies - Future Minimum Lease Payments (Details) link:presentationLink link:calculationLink link:definitionLink 2447427 - Disclosure - Commitments and Contingencies - Future Minimum Lease Payments (Details) link:presentationLink link:calculationLink link:definitionLink 2448428 - Disclosure - Commitments and Contingencies - Employee Benefit Plans, Letters of Credit, and Non-Income Related Taxes (Details) link:presentationLink link:calculationLink link:definitionLink 2149111 - Disclosure - Stockholders' Equity link:presentationLink link:calculationLink link:definitionLink 2350310 - Disclosure - Stockholders' Equity (Tables) link:presentationLink link:calculationLink link:definitionLink 2451429 - Disclosure - Stockholders' Equity - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 2452430 - Disclosure - Stockholders' Equity - Weighted Average Assumption (Details) link:presentationLink link:calculationLink link:definitionLink 2453431 - Disclosure - Stockholders' Equity - Stock Option Activity (Details) link:presentationLink link:calculationLink link:definitionLink 2454432 - Disclosure - Stockholders' Equity - Restricted Stock Unit Activity (Details) link:presentationLink link:calculationLink link:definitionLink 2155112 - Disclosure - Income Taxes link:presentationLink link:calculationLink link:definitionLink 2356311 - Disclosure - Income Taxes (Tables) link:presentationLink link:calculationLink link:definitionLink 2457433 - Disclosure - Income Taxes - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 2458434 - Disclosure - Income Taxes - Domestic and Foreign Components of Income Before Provision for Income Taxes (Details) link:presentationLink link:calculationLink link:definitionLink 2459435 - Disclosure - Income Taxes - Schedule of Provision for Income Taxes (Details) link:presentationLink link:calculationLink link:definitionLink 2460436 - Disclosure - Income Taxes - Schedule of Reconciliations of Federal Statutory Tax Rate to Effective Income Tax Rate (Details) link:presentationLink link:calculationLink link:definitionLink 2461437 - Disclosure - Income Taxes - Schedule of Federal Deferred Tax Assets and Deferred Tax Liabilities (Details) link:presentationLink link:calculationLink link:definitionLink 2462438 - Disclosure - Income Taxes - Schedule of Unrecognized Tax Benefits (Details) link:presentationLink link:calculationLink link:definitionLink 2163113 - Disclosure - Legal Matters link:presentationLink link:calculationLink link:definitionLink 2164114 - Disclosure - Restructuring Costs link:presentationLink link:calculationLink link:definitionLink 2365312 - Disclosure - Restructuring Costs (Tables) link:presentationLink link:calculationLink link:definitionLink 2466439 - Disclosure - Restructuring Costs - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 2467440 - Disclosure - Restructuring Costs -Liability for Restructuring Charges (Details) link:presentationLink link:calculationLink link:definitionLink 2468441 - Disclosure - Restructuring Costs - Restructuring Charges (Details) link:presentationLink link:calculationLink link:definitionLink EX-101.CAL 10 lpsn-20201231_cal.xml XBRL TAXONOMY EXTENSION CALCULATION LINKBASE DOCUMENT EX-101.DEF 11 lpsn-20201231_def.xml XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT EX-101.LAB 12 lpsn-20201231_lab.xml XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT Business Combination Business Combinations Policy [Policy Text Block] Awarded (shares) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period Document Type Document Type ICFR Auditor Attestation Flag ICFR Auditor Attestation Flag Other (expense) income, net Other Nonoperating Income (Expense) Payments Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Settlements Granted (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross Commitments and Contingencies Commitments and Contingencies Disclosure [Text Block] Germany GERMANY Accretion of debt discount on convertible senior notes Amortization of debt discount Amortization of Debt Discount (Premium) Treasury Stock Treasury Stock [Member] Payables and Accruals [Abstract] Payables and Accruals [Abstract] Segments [Axis] Segments [Axis] Released (in dollars per share) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value Increase in number of shares of common stock available for issuance (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized Schedule of Restructuring and Related Costs [Table] Schedule of Restructuring and Related Costs [Table] Level 3 Fair Value, Inputs, Level 3 [Member] Noncash or Part Noncash Acquisition, Name [Domain] Noncash or Part Noncash Acquisition, Name [Domain] Common stock repurchase (in shares) Stock Repurchased During Period, Shares Debt issuance costs attributable to liability Debt Issuance Costs, Gross Internal-use software development costs not yet subject to amortization Internal Use Software Development Costs, Balance Not Subject To Amortization Internal Use Software Development Costs, Balance Not Subject To Amortization Estimated future amortization expense Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] AdvantageTec AdvantageTec Inc [Member] AdvantageTec Inc [Member] Accrual during period for cash awards related to achievement of long-term incentive plan awards Share-Based Compensation, Accrual For Cash Awards To Be Settled In Stock, Achievement Of Incentive Plan Awards Share-Based Compensation, Accrual For Cash Awards To Be Settled In Stock, Achievement Of Incentive Plan Awards Statistical Measurement [Domain] Statistical Measurement [Domain] LIABILITIES AND STOCKHOLDERS’ EQUITY Liabilities and Equity [Abstract] Share-based Compensation Arrangement by Share-based Payment Award [Line Items] Share-based Compensation Arrangement by Share-based Payment Award [Line Items] Restructuring Cost and Reserve [Line Items] Restructuring Cost and Reserve [Line Items] Finance lease, amortization of right-of-use assets Finance Lease, Right-of-Use Asset, Amortization Deferred tax liability Deferred Income Tax Liabilities, Net Security Exchange Name Security Exchange Name Intangibles, net Intangible Assets, Net (Excluding Goodwill) Proceeds from issuance of convertible senior notes Proceeds from Convertible Debt Finance lease right-of-use assets Finance Lease, Right-of-Use Asset, before Accumulated Amortization Estimated sales tax liability, including interest, minimum Estimated Sales Tax Liability, Including Interest, Minimum Estimated Sales Tax Liability, Including Interest, Minimum Sales and marketing Selling and Marketing Expense [Member] Loss from operations Operating Income (Loss) Schedule of Long-Lived Assets By Geographic Region Long-lived Assets by Geographic Areas [Table Text Block] Payment of issuance costs in connection with convertible senior notes Payments of Debt Issuance Costs Total current liabilities Liabilities, Current Accounts Receivable Accounts Receivable [Policy Text Block] Severance and other associated costs Severance Costs Prepaid expenses and other current assets Prepaid Expense and Other Assets, Current Beginning balance (in dollars per share) End balance (in dollars per share) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value Professional services, consulting and other vendor fees Accrued Professional Fees, Current Schedule of Business Acquisitions, by Acquisition [Table] Schedule of Business Acquisitions, by Acquisition [Table] Commitments and contingencies Commitments and Contingencies Valuation allowance Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Percent Total minimum lease payments Finance Lease, Liability, Payment, Due Repurchase of common stock Payments for Repurchase of Common Stock ASSETS Assets [Abstract] Schedule of Property, Plant and Equipment [Table] Property, Plant and Equipment [Table] Summary of Operations Summary Of Operations [Policy Text Block] The accounting policy related to summary of operations. Vesting period (in years) Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period Accounting Policies [Abstract] Accounting Policies [Abstract] Thereafter Lessee, Operating Lease, Liability, to be Paid, after Year Five Convertible senior notes, net Convertible Notes Payable, Noncurrent Unrecognized tax benefits Taxes Payable, Current Entity Address, State or Province Entity Address, State or Province Expected to vest Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Fair Value, Expected To Vest Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Fair Value, Expected To Vest Released (shares) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period Operating cash flows for operating leases Operating Lease, Payments Accounts payable Accounts Payable, Current Expiration between 2023 and 2026 NOL Expiration Period, Tranche One [Member] NOL Expiration Period, Tranche One [Member] Foreign exchange adjustments Goodwill, Foreign Currency Translation Gain (Loss) Noncash or Part Noncash Acquisitions by Unique Description [Axis] Noncash or Part Noncash Acquisitions by Unique Description [Axis] Accrued Liabilities and Other Current Liabilities Accounts Payable and Accrued Liabilities Disclosure [Text Block] Other Commitments [Table] Other Commitments [Table] Internal-Use Software Development Costs Internal Use Software, Policy [Policy Text Block] Accumulated deficit Accumulated deficit Retained Earnings (Accumulated Deficit) Operating lease right of use asset Right-of-use asset, net Operating Lease, Right-of-Use Asset Sales commissions Accrued Sales Commission, Current Unamortized discount Debt Instrument, Unamortized Discount Property and equipment Deferred Tax Liabilities, Property, Plant and Equipment Other expense, ent Other Expense [Member] Weighted Average Amortization Period Acquired Finite-lived Intangible Assets, Weighted Average Useful Life 2021 Lessee, Operating Lease, Liability, to be Paid, Year One Schedule of Carrying Amount of Convertible Debt and Related Interest Convertible Debt [Table Text Block] Australia AUSTRALIA Options outstanding, beginning balance (in shares) Options outstanding, ending balance (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number 2021 Finance Lease, Liability, to be Paid, Year One 1998 Plan Nineteen Ninety Eight Plan [Member] Nineteen Ninety Eight Plan [Member] 2024 Lessee, Operating Lease, Liability, to be Paid, Year Four Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] Unrecognized compensation cost Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount Legal Matters Legal Matters and Contingencies [Text Block] Total deferred issuance costs Deferred Finance Costs, Liability And Equity Component Deferred Finance Costs, Liability And Equity Component Current income taxes, State and local Current State and Local Tax Expense (Benefit) Fair Value by Liability Class [Domain] Fair Value by Liability Class [Domain] Beginning Balance (in shares) Ending Balance (in shares) Shares, Outstanding Preferred stock, $0.001 par value - 5,000,000 shares authorized, none issued Preferred Stock, Value, Issued Income Taxes Income Tax, Policy [Policy Text Block] Lease expense Total lease cost Lease, Cost Convertible Notes Issuance Deferred Tax Liabilities, Convertible Notes Deferred Tax Liabilities, Convertible Notes Options exercisable Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number Common stock, par value (in dollars per share) Common Stock, Par or Stated Value Per Share Other liabilities Other Liabilities, Noncurrent Deferred tax assets Deferred Income Tax Assets, Net Equity issued as payment related to contingent consideration Payment For Contingent Consideration, Value, Equity Shares Issued Payment For Contingent Consideration, Value, Equity Shares Issued Acquired Finite-Lived Intangible Assets [Line Items] Acquired Finite-Lived Intangible Assets [Line Items] Principal payments for financing leases Financing cash flows for finance leases Finance Lease, Principal Payments Liability Class [Axis] Liability Class [Axis] 2019 Employee Stock Purchase Plan Two Thousand Nineteen Employee Stock Purchase Plan [Member] Two Thousand Nineteen Employee Stock Purchase Plan [Member] Stock-based compensation APIC, Share-based Payment Arrangement, Increase for Cost Recognition Contingent earn-out decrease during the period Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Period Increase (Decrease) EFFECT OF FOREIGN EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS Effect of Exchange Rate on Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents Schedule of Acquired Finite-Lived Intangible Asset by Major Class [Table] Schedule of Acquired Finite-Lived Intangible Asset by Major Class [Table] Revenue Total revenue Revenue from Contract with Customer, Excluding Assessed Tax Measurement Frequency [Domain] Measurement Frequency [Domain] Advertising costs Advertising Expense Issuance of shares of common stock in connection with acquisition (in shares) Noncash or Part Noncash Acquisition, Noncash Financial or Equity Instrument Consideration, Shares Issued Loss Contingency, Information about Litigation Matters [Abstract] Loss Contingency, Information about Litigation Matters [Abstract] Business Acquisition [Axis] Business Acquisition [Axis] Geographical [Domain] Geographical [Domain] Stock option term (in years) Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period Statement [Line Items] Statement [Line Items] Issuance of common stock in connection with acquisitions (in shares) Stock Issued During Period, Shares, Acquisitions Global Intangible Low Tax Income Inclusion Effective Income Tax Rate Reconciliation, Global Intangible Low Tax Income Inclusion Effective Income Tax Rate Reconciliation, Global Intangible Low Tax Income Inclusion Deferred income taxes, Foreign Deferred Foreign Income Tax Expense (Benefit) Carrying Amount of Equity Component: Convertible Debt Equity Component [Abstract] Convertible Debt Equity Component [Abstract] Entity Voluntary Filers Entity Voluntary Filers Statement [Table] Statement [Table] Thereafter Finite-Lived Intangible Asset, Expected Amortization, after Year Five Deductions / Write-Offs Accounts Receivable, Allowance for Credit Loss, Writeoff Type of Restructuring [Domain] Type of Restructuring [Domain] LOC for security deposit Letter Of Credit For Security Deposit [Member] Letter Of Credit For Security Deposit [Member] Statistical Measurement [Axis] Statistical Measurement [Axis] Credit Facility [Axis] Credit Facility [Axis] Deferred income taxes Deferred Income Taxes and Tax Credits Preferred stock, shares issued (in shares) Preferred Stock, Shares Issued Contract Balances [Roll Forward] Contract Balances [Roll Forward] Contract Balances [Roll Forward] Israel ISRAEL Reconciliation of Shares Used in Calculating Basic and Diluted Earnings Per Share Schedule of Weighted Average Number of Shares [Table Text Block] Historical volatility, minimum Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum Foreign Foreign Tax Authority [Member] Professional Services - Business Professional Services Professional Services [Member] Professional Services [Member] Restructuring and Related Activities [Abstract] Restructuring and Related Activities [Abstract] Business Combinations [Abstract] Business Combinations [Abstract] Entity Small Business Entity Small Business Principles of Consolidation Consolidation, Policy [Policy Text Block] Amortization of tenant allowance Tenant Allowance, Amortization, Lessee Amortization of lessee lease liability over time which offsets lease expense. Increase (Decrease) in Stockholders' Equity [Roll Forward] Increase (Decrease) in Stockholders' Equity [Roll Forward] Fair Value Hierarchy and NAV [Domain] Fair Value Hierarchy and NAV [Domain] Convertible Senior Notes and Capped Call Transactions Debt Disclosure [Text Block] Options exercisable Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term Organization Consolidation And Summary Of Significant Accounting Policies [Line Items] Organization Consolidation And Summary Of Significant Accounting Policies [Line Items] Organization Consolidation And Summary Of Significant Accounting Policies [Line Items] Amortization period for contract acquisition costs (in years) Capitalized Contract Cost, Amortization Period Proceeds from issuance of common stock in connection with the exercise of options and ESPP Proceeds from Issuance of Common Stock Accrued sales tax, including interest Accrued Sales Tax Liability, Including Interest Accrued Sales Tax Liability, Including Interest Cost of revenue Cost of Revenue Stock based compensation - excess tax benefit Effective Income Tax Rate Reconciliation, Tax Expense (Benefit), Share-based Payment Arrangement, Percent Goodwill [Roll Forward] Goodwill [Roll Forward] Property and Equipment, Net Property, Plant and Equipment, Net, by Type [Abstract] Amendment Flag Amendment Flag Aggregate Intrinsic Value Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest [Abstract] Weighted average assumptions Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] Deferred tax liability Increase (Decrease) in Income Taxes Payable, Net of Income Taxes Receivable Finite-Lived Intangible Assets, Major Class Name [Domain] Finite-Lived Intangible Assets, Major Class Name [Domain] Balance, Beginning of year Balance, End of year Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value ASU 2016-13 (Topic 326) Adjustment Accounts Receivable, Change in Method, Credit Loss Expense (Reversal) Shares of common stock authorized and reserved for issuance (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized Corporate Corporate, Non-Segment [Member] Other Other Accrued Liabilities, Current Expected to vest (shares) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Expected To Vest, Number Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Expected To Vest, Number Non-deductible excess compensation Effective Income Tax Rate Reconciliation, Nondeductible Expense, Section 162 Effective Income Tax Rate Reconciliation, Nondeductible Expense, Section 162 Net cash provided by (used in) operating activities Net Cash Provided by (Used in) Operating Activities Billing Status, Type [Axis] Billing Status, Type [Axis] Entity Central Index Key Entity Central Index Key Restructuring Costs Restructuring and Related Activities Disclosure [Text Block] Match Step Two Matching Tranche Two [Member] Matching Tranche Two [Member] Measurement Frequency [Axis] Measurement Frequency [Axis] United Kingdom UNITED KINGDOM Financial Instruments [Domain] Financial Instruments [Domain] Finite-Lived Intangible Assets by Major Class [Axis] Finite-Lived Intangible Assets by Major Class [Axis] Finance lease initial terms Lessee, Finance Lease, Term of Contract Purchase of property and equipment recorded in accounts payable Capital Expenditures Incurred but Not yet Paid Geographical [Axis] Geographical [Axis] Operating lease liability Deferred Tax Assets, Lease Liabilities Deferred Tax Assets, Lease Liabilities Decrease in valuation allowance charged to equity Valuation Allowance, Deferred Tax Asset, Decrease, Gross Valuation Allowance, Deferred Tax Asset, Decrease, Gross Segments [Domain] Segments [Domain] Common stock as earnout payment in connection with AdvantageTec Inc. Issuance of shares of common stock as earn-out payment in connection with AdvantageTec Inc. Stock Issued During Period, Value, Earnout Payment Stock Issued During Period, Value, Earnout Payment Statement of Cash Flows [Abstract] Statement of Cash Flows [Abstract] Proceeds from debt offering, net of debt issuance costs Proceeds from Debt, Net of Issuance Costs Effect of assumed exercised options (in shares) Weighted Average Number Diluted Shares Outstanding Adjustment Property, Plant and Equipment, Type [Axis] Long-Lived Tangible Asset [Axis] Income Statement Location [Axis] Income Statement Location [Axis] Accounts receivable, allowance for doubtful accounts Allowance for credit losses Accounts Receivable, Allowance for Credit Loss, Current Issuance of common stock in connection with acquisitions Stock Issued During Period, Value, Acquisitions Entity Common Stock, Shares Outstanding Entity Common Stock, Shares Outstanding Non-deductible expenses – stock based compensation Effective Income Tax Rate Reconciliation, Nondeductible Expense, Share-based Payment Arrangement, Percent Income Statement Location [Domain] Income Statement Location [Domain] 2022 Lessee, Operating Lease, Liability, to be Paid, Year Two State State and Local Jurisdiction [Member] Other Commitments [Line Items] Other Commitments [Line Items] FINANCING ACTIVITIES: Net Cash Provided by (Used in) Financing Activities [Abstract] Current income taxes, U.S. Federal Current Federal Tax Expense (Benefit) Aggregate amortization expense Amortization of Intangible Assets LOC for office space Letter Of Credit For Office Space [Member] Letter Of Credit For Office Space [Member] Abandonment of property and equipment Other Restructuring, Property And Equipment Abandonment [Member] Other Restructuring, Property And Equipment Abandonment [Member] Non-deductible expenses – Other Effective Income Tax Rate Reconciliation, Nondeductible Expense, Other, Percent Schedule of Lease Information Lease, Cost [Table Text Block] 2023 Lessee, Operating Lease, Liability, to be Paid, Year Three Description of Business and Summary of Significant Accounting Policies Business Description and Accounting Policies [Text Block] Other assets Other Assets, Noncurrent Plan Name [Axis] Plan Name [Axis] Refund claims related to prior years Proceeds from Income Tax Refunds Threshold percentage of stock price if converted Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger Segment Information Segment Reporting Disclosure [Text Block] Common stock issued upon vesting of restricted stock units Stock Issued During Period, Value, New Issues Money market funds Cash and Cash Equivalents, Fair Value Disclosure Operating cash flows for finance leases Finance Lease, Interest Payment on Liability Total assets Assets Interest expense Total interest expense Interest Expense, Debt Beginning balance (shares) Ending balance (shares) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number Title of 12(b) Security Title of 12(b) Security Schedule of Accrued Liabilities and Other Current Liabilities Schedule of Accrued Liabilities [Table Text Block] Finance Leases Future Minimum Lease Payments Finance Lease, Liability, Payment, Due [Abstract] Total Finite-Lived Intangible Assets, Net Weighted average fair value of stock options granted (in dollars per share) Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value Transition To Employee Centric Model Transition To Employee Centric Model [Member] Transition To Employee Centric Model [Member] Options vested and expected to vest Share-based Compensation Arrangement By Share-based Payment Award, Options, Vested And Expected To Vest, Aggregate Intrinsic Value Share-based Compensation Arrangement By Share-based Payment Award, Options, Vested And Expected To Vest, Aggregate Intrinsic Value Cost of revenue Cost of Sales [Member] Technology Technology [Member] Technology [Member] Concentration of Credit Risk Concentration Risk, Credit Risk, Policy [Policy Text Block] Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] Depreciation and amortization Depreciation and amortization expense Depreciation, Depletion and Amortization Schedule of Provision For Income Taxes Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] Contingent Earn Out Settled In Stock Contingent Earn Out Settled In Stock Contingent Earn Out Settled In Stock Other Other Intangible Assets [Member] Product and Service [Axis] Product and Service [Axis] Total liabilities Liabilities Income Tax Contingency [Line Items] Income Tax Contingency [Line Items] Weighted average recognition period of unrecognized compensation cost Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition 2025 Finance Lease, Liability, to be Paid, Year Five Lease restructuring costs Other Restructuring [Member] Less: present value adjustment Lessee, Operating Lease, Liability, Undiscounted Excess Amount Options vested and expected to vest Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term Commitments and Contingencies Disclosure [Abstract] Commitments and Contingencies Disclosure [Abstract] Level 1 Fair Value, Inputs, Level 1 [Member] Lease expense for operating leases Operating Lease, Expense Increase in valuation allowance recorded as an expense Valuation Allowance, Deferred Tax Asset, Increase, Gross Valuation Allowance, Deferred Tax Asset, Increase, Gross Fair Value, Recurring and Nonrecurring [Table] Fair Value, Recurring and Nonrecurring [Table] Common stock as earnout payment in connection with AdvantageTec Inc. (in shares) Issuance of shares of common stock as earn-out payment in connection with AdvantageTec Inc. (in shares) Stock Issued During Period, Shares, Earnout Payment Stock Issued During Period, Shares, Earnout Payment Accounts payable Increase (Decrease) in Accounts Payable Restricted Stock Units Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] Increase in valuation recorded Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount Debt Instrument [Axis] Debt Instrument [Axis] Additional Paid-In Capital Additional Paid-in Capital [Member] Operating Segments Operating Segments [Member] Intangibles amortization Deferred Tax Assets, Goodwill and Intangible Assets Disaggregation of Revenue [Line Items] Disaggregation of Revenue [Line Items] Accrued expenses and other current liabilities Increase (Decrease) in Accrued Liabilities 2000 Plan Two Thousand Plan [Member] Two Thousand Plan [Member] Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract] Defined Contribution Plan Match Groups [Domain] Defined Contribution Plan Match Groups [Domain] [Domain] for Defined Contribution Plan Match Groups [Axis] Other lease restructuring costs Other Restructuring. Other Lease Restructuring [Member] Other Restructuring. Other Lease Restructuring [Member] Finance lease, interest Finance Lease, Interest Expense Match Step One Matching Tranche One [Member] Matching Tranche One [Member] Common stock, shares outstanding (in shares) Common Stock, Shares, Outstanding Income Tax Disclosure [Abstract] Income Tax Disclosure [Abstract] Hosted Services - Business Hosted Services - Business [Member] Hosted Services - Business [Member] Convertible senior note net Convertible Debt, Fair Value Disclosures Additions Charged to Costs and Expenses Accounts Receivable, Allowance for Credit Loss, Period Increase (Decrease) Schedule of Goodwill [Table] Schedule of Goodwill [Table] APAC POSIT - ASIA PACIFIC [Member] Product development Research and Development Expense Other Effective Income Tax Rate Reconciliation, Other Adjustments, Percent Operating Leases Lessee, Operating Leases [Abstract] Lessee, Operating Leases Options outstanding, beginning balance (in dollars per share) Options outstanding, ending balance (in dollars per share) Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price Comprehensive Loss Comprehensive Income, Policy [Policy Text Block] Federal Domestic Tax Authority [Member] Letters of credit outstanding Letters of Credit Outstanding, Amount Common stock, shares authorized (in shares) Common Stock, Shares Authorized Schedule Restricted Stock Units Activity Share-based Payment Arrangement, Restricted Stock Unit, Activity [Table Text Block] Property and equipment gross Property, Plant and Equipment, Gross Schedule of Revenue by Geographic Location Revenue from External Customers by Geographic Areas [Table Text Block] Deferred income taxes, U.S. Federal Deferred Federal Income Tax Expense (Benefit) Restructuring Plan [Domain] Restructuring Plan [Domain] Summary Of Financial Information By Segment Schedule of Segment Reporting Information, by Segment [Table Text Block] Net Operating Loss Expiration Periods [Axis] Net Operating Loss Expiration Periods [Axis] Net Operating Loss Expiration Periods [Axis] Contractual interest expense Interest Expense, Debt, Excluding Amortization Income Statement [Abstract] Income Statement [Abstract] Accumulated Other Comprehensive Loss AOCI Attributable to Parent [Member] Requisite service period Share-based Compensation Arrangement by Share-based Payment Award, Award Requisite Service Period Operating lease liability, net of current portion Long term operating lease liability Operating Lease, Liability, Noncurrent 2024 Finite-Lived Intangible Asset, Expected Amortization, Year Four Increase in common stock authorized (in shares) Common Stock, Increase In Shares Authorized During The Period Common Stock, Increase In Shares Authorized During The Period Accrual during period for cash awards Share-Based Compensation, Accrual For Cash Awards To Be Settled In Stock Share-Based Compensation, Accrual For Cash Awards To Be Settled In Stock Defined Contribution Plan Match Groups [Axis] Defined Contribution Plan Match Groups [Axis] Defined Contribution Plan Match Groups [Axis] Schedule of Segment Reporting Information, by Segment [Table] Schedule of Segment Reporting Information, by Segment [Table] Use of Estimates Use of Estimates, Policy [Policy Text Block] CURRENT ASSETS: Assets, Current [Abstract] Income Tax Authority [Domain] Income Tax Authority [Domain] Software and software development costs Software and Software Development Costs [Member] Comprehensive loss Comprehensive Income (Loss), Net of Tax, Attributable to Parent 2023 Finance Lease, Liability, to be Paid, Year Three Dividend yield Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate Patents Patents [Member] Preferred stock, par value (in dollars per share) Preferred Stock, Par or Stated Value Per Share Contract acquisition costs Opening balance, Contract Acquisition Costs (noncurrent) Ending balance, Contract Acquisition Costs (noncurrent) Capitalized Contract Cost, Net Documents Incorporated by Reference Documents Incorporated by Reference [Text Block] Schedule of Reconciliation of Federal Statutory Tax Rate to Effective Income Tax Rate Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] Restructuring Reserve [Roll Forward] Restructuring Reserve [Roll Forward] Business Consumer Business [Member] Consumer Business [Member] Allowance for doubtful accounts Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Allowance for Doubtful Accounts Aggregate principal from exercise in full of over-allotment options Aggregate Principal From Exercise In Full Of Over-Allotment Options Aggregate Principal From Exercise In Full Of Over-Allotment Options Purchases of property and equipment, including capitalized software Payments to Acquire Property, Plant, and Equipment City Area Code City Area Code Consolidation Items [Domain] Consolidation Items [Domain] Netherlands NETHERLANDS Income Tax Authority [Axis] Income Tax Authority [Axis] Document Period End Date Document Period End Date Expected to vest (in dollars per share) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Expected To Vest, Weighted Average Grant Date Fair Value Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Expected To Vest, Weighted Average Grant Date Fair Value Goodwill and Intangible Assets Goodwill and Intangible Assets Disclosure [Text Block] Other United Kingdom, Germany, Japan, France, Italy, Spain, Canada, Singapore [Member] United Kingdom, Germany, Japan, France, Italy, Spain, Canada, Singapore Property, Plant and Equipment [Abstract] Property, Plant and Equipment [Abstract] Australian Taxation Office Australian Taxation Office [Member] Shares of common stock available for issuance (in shares) Common Stock, Capital Shares Reserved for Future Issuance Number of leases abandoned Number Of Leases Abandoned Number Of Leases Abandoned Unbilled Receivable Unbilled Revenues [Member] Operating loss carryforwards generated in taxable years ending on or before December 31 2017 Operating Loss Carryforwards, Generated In Taxable Years Ending On Or Before December 31 2017 Operating Loss Carryforwards, Generated In Taxable Years Ending On Or Before December 31 2017 Schedule of Disaggregated of Revenue Disaggregation of Revenue [Table Text Block] Loss before provision for income taxes (Loss) income before provision for (benefit from) income taxes Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest Impairment of Long-Lived Assets Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] Operating Loss Carryforwards [Table] Operating Loss Carryforwards [Table] Accumulated goodwill impairment charges Goodwill, Impaired, Accumulated Impairment Loss Disaggregation of Revenue [Table] Disaggregation of Revenue [Table] Fair value of stock options exercised Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Exercises in Period, Fair Value Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Exercises in Period, Fair Value Long-term Debt, Type [Domain] Long-term Debt, Type [Domain] Common stock repurchase Stock Repurchased During Period, Value Stock-based compensation expense Share-based Payment Arrangement, Noncash Expense Finance Leases Lessee, Financing Leases [Abstract] Lessee, Financing Leases Cover [Abstract] Cover [Abstract] Schedule of Restructuring and Related Costs Restructuring and Related Costs [Table Text Block] Acquisitions Goodwill acquired in acquisition Goodwill, Acquired During Period Employer matching contribution percent of eligible compensation Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay Current income taxes: Current Federal, State and Local, Tax Expense (Benefit) [Abstract] Schedule of Domestic and Foreign Components of Income Before Provision for Income Taxes Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block] Useful life of assets Property, Plant and Equipment, Useful Life Remaining amortization period for debt discount and debt issuance costs Debt Instrument, Convertible, Remaining Discount Amortization Period Debt instrument, unit of principal for conversion Debt Instrument, Unit Of Principal For Conversion, Amount Debt Instrument, Unit Of Principal For Conversion, Amount Right of use assets obtained in exchange for finance lease liabilities Operating Lease Liability Supplemental Cash Flow Operating Lease Liability Supplemental Cash Flow Net carrying amount Long-term Debt Goodwill [Line Items] Goodwill [Line Items] Lessee, Lease, Description [Line Items] Lessee, Lease, Description [Line Items] Deferred revenue Increase (Decrease) in Contract with Customer, Liability Fair Value Disclosures [Abstract] Fair Value Disclosures [Abstract] Net deferred tax assets (liabilities) Deferred Tax Assets, Net Components of Lease Costs Lease, Cost [Abstract] Total costs and expenses Costs and Expenses Net Operating Loss Expiration Periods [Domain] Net Operating Loss Expiration Periods [Domain] [Domain] for Net Operating Loss Expiration Periods [Axis] Equity Components [Axis] Equity Components [Axis] Deferred Rent Deferred Charges, Policy [Policy Text Block] Debt Instrument, Name [Domain] Debt Instrument, Name [Domain] Total deferred tax assets Deferred Tax Assets, Gross Minimum Minimum [Member] Convertible Senior Notes Convertible Senior Notes [Member] Convertible Senior Notes [Member] Property and equipment, net Total Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, after Accumulated Depreciation and Amortization Operating lease liability Current operating lease liability Operating Lease, Liability, Current Unrecognized compensation cost Share-based Payment Arrangement, Nonvested Award, Excluding Option, Cost Not yet Recognized, Amount Contingent earn-out (Note 8) Contingent Earnout Liability Contingent earnout liability. Income Tax Authority, Name [Domain] Income Tax Authority, Name [Domain] Forfeited (in dollars per share) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value Weighted Average Assumptions of Fair Value Options Using Black-Scholes Option-Pricing Model Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] Employer matching contribution, percent of match Defined Contribution Plan, Employer Matching Contribution, Percent of Match Loss on disposal Loss on disposal Gain (Loss) on Disposition of Other Assets Entity Interactive Data Current Entity Interactive Data Current United States UNITED STATES Exercised (in dollars per share) Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price Fair Value Measurements Fair Value Disclosures [Text Block] OPERATING ACTIVITIES: Net Cash Provided by (Used in) Operating Activities [Abstract] Schedule of Stock Option Activity Share-based Payment Arrangement, Option, Activity [Table Text Block] Capped caps initial cap price (in dollars per share) Capped Calls, Initial Cap Price Capped Calls, Initial Cap Price Accounts Receivable Billed Revenues [Member] Stock-Based Compensation Share-based Payment Arrangement [Policy Text Block] Current income taxes, Foreign Current Foreign Tax Expense (Benefit) Accounting standard adoption adjustment Cumulative Effect, Period of Adoption, Adjustment [Member] Expiration between 2036 and 2037 NOL Expiration Period, Tranche Two [Member] NOL Expiration Period, Tranche Two [Member] Entity Registrant Name Entity Registrant Name Business Acquisition [Line Items] Business Acquisition [Line Items] Statement of Stockholders' Equity [Abstract] Statement of Stockholders' Equity [Abstract] Operating leases, weighted average discount rate (percent) Operating Lease, Weighted Average Discount Rate, Percent Assets: Assets, Fair Value Disclosure [Abstract] Summary of Intangible Assets Schedule of Acquired Finite-Lived Intangible Assets by Major Class [Table Text Block] Total long-lived assets Assets, Noncurrent Other liabilities Increase (Decrease) in Other Operating Liabilities Total deferred tax liabilities Deferred Tax Liabilities, Gross Allowance for doubtful accounts Accounts Receivable, Allowance for Credit Loss [Roll Forward] Advertising Costs Advertising Cost [Policy Text Block] Unamortized issuance costs Debt Issuance Costs, Net Weighted Average Exercise Price Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] Revenue from satisfaction of performance obligations and revenue recognized that was included in deferred revenue Contract With Customer, Liability, Including New Contract Revenue, Recognized Contract With Customer, Liability, Including New Contract Revenue, Recognized Change in fair value of contingent consideration Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability Other (expense) income, net Other Nonoperating Income (Expense) [Abstract] Less: present value adjustment Finance Lease, Liability, Undiscounted Excess Amount Consolidation Items [Axis] Consolidation Items [Axis] Product development Research and Development Expense [Member] Increase (decrease) in current deferred revenue, net Increase (Decrease) in Deferred Revenue, Current Increase (Decrease) in Deferred Revenue, Current Entity Incorporation, State or Country Code Entity Incorporation, State or Country Code Goodwill impairment recognized Goodwill, Impairment Loss Accounts receivable, net of allowance for doubtful accounts of $5,344 and $3,070, in 2020 and 2019, respectively Opening balance, Receivable Ending balance, Receivable Accounts Receivable, after Allowance for Credit Loss, Current Total minimum lease payments Lessee, Operating Lease, Liability, to be Paid Number of draws Number Of Draws On Letters Of Credit Number Of Draws On Letters Of Credit Bonus cash payment settled in shares of the Company's common stock Issuance of shares of common stock to settle cash awards Stock Issued During Period, Value, Bonus Payment Settled In Shares Stock Issued During Period, Value, Bonus Payment Settled In Shares Threshold trading days in consideration of note conversion Debt Instrument, Convertible, Threshold Trading Days Restructuring Restructuring liability Balance, Beginning of the year Balance, End of year Restructuring Reserve Risk-free interest rate, minimum Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum Accounting Standards Update [Axis] Accounting Standards Update [Axis] Deferred tax liabilities: Components of Deferred Tax Liabilities [Abstract] Bonus cash payment settled in shares of the Company's common stock (in shares) Issuance of shares of common stock to settle cash awards (in shares) Stock Issued During Period, Shares, Bonus Payment Settled In Shares Stock Issued During Period, Shares, Bonus Payment Settled In Shares Operating leases remaining lease term Lessee, Operating Lease, Remaining Lease Term Foreign Currency Translation Foreign Currency Transactions and Translations Policy [Policy Text Block] Operating Loss Carryforwards [Line Items] Operating Loss Carryforwards [Line Items] Entity Address, Postal Zip Code Entity Address, Postal Zip Code Deferred tax assets, net of valuation allowance Deferred Tax Assets, Net of Valuation Allowance Restructuring Type [Axis] Restructuring Type [Axis] Cash payments Payments for Restructuring Goodwill Beginning Balance Ending Balance Goodwill Document Transition Report Document Transition Report Contingent earn-out Business Combination, Contingent Consideration, Liability, Current Business acquisition transaction costs Business Acquisition, Transaction Costs Net operating loss carryforwards Deferred Tax Assets, Operating Loss Carryforwards Aggregate principal Debt Instrument, Face Amount 2024 Notes Convertible Senior Notes Due 2024 [Member] Convertible Senior Notes Due 2024 Level 2 Fair Value, Inputs, Level 2 [Member] Liabilities: Liabilities, Fair Value Disclosure [Abstract] Schedule of Changes in Goodwill Schedule of Goodwill [Table Text Block] Furniture, equipment and building improvements Furniture Equipment And Building Improvements [Member] Furniture, Equipment and Building Improvements [Member] Cancelled or expired (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period Equity [Abstract] Equity [Abstract] Total assets Assets, Fair Value Disclosure Purchase of capped call option Payments for Derivative Instrument, Financing Activities General and administrative General and Administrative Expense [Member] EMEA EMEA [Member] Computer equipment and software Computer Equipment And Software [Member] Computer Equipment And Software [Member] Issuance costs Deferred Finance Costs, Allocated To Equity Component Deferred Finance Costs, Allocated To Equity Component SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: Cash Flow, Noncash Investing and Financing Activities Disclosure [Abstract] ASU 2016-13 Accounting Standards Update 2016-13 [Member] Deferred revenue Total deferred revenue - short term Opening balance, Deferred Revenue (current) Ending balance, Deferred Revenue (current) Contract with Customer, Liability, Current Granted (in dollars per share) Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price Cumulative Effect, Period of Adoption [Axis] Cumulative Effect, Period of Adoption [Axis] Options vested and expected to vest Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number Credit Facility [Domain] Credit Facility [Domain] Capped calls Capped Calls [Member] Capped Calls [Member] Business Business [Member] Business [Member]. Convertible debt conversion price (in dollars per share) Debt Instrument, Convertible, Conversion Price Schedule of Future Amortization Expense Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] Diluted (in shares) Diluted (in shares) Weighted Average Number of Shares Outstanding, Diluted Deferred tax assets: Components of Deferred Tax Assets [Abstract] Letter of Credit Letter of Credit [Member] Basic (in dollars per share) Earnings Per Share, Basic Expected life (in years) Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term Number of operating segments Number of Operating Segments Amortization of purchased intangibles Cost, Amortization Entity File Number Entity File Number Forfeited (shares) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period Debt Disclosure [Abstract] Debt Disclosure [Abstract] Operating leases, weighted average remaining lease term (in years) Operating Lease, Weighted Average Remaining Lease Term Sales and marketing Selling and Marketing Expense Intangible assets acquired Finite-lived Intangible Assets Acquired Number of shares per convertible note Debt Instrument, Convertible, Number of Equity Instruments Per 1000 Principal Debt Instrument, Convertible, Number of Equity Instruments Per 1000 Principal Original Issue Discount Deferred Tax Assets, Original Issue Discount Deferred Tax Assets, Original Issue Discount Restructuring Plan [Axis] Restructuring Plan [Axis] Accounts payable and accrued expenses Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Accrued Liabilities Net cash provided by financing activities Net Cash Provided by (Used in) Financing Activities Remaining performance obligations Revenue, Remaining Performance Obligation, Amount Unrecognized tax benefits Unrecognized tax benefits balance at January 1 Gross unrecognized tax benefits at December 31 Unrecognized Tax Benefits Common stock issued under Employee Stock Purchase Plan Stock Issued During Period, Value, Employee Stock Purchase Plan Weighted-average shares used to compute net loss income per share: Earnings Per Share, Basic and Diluted, Other Disclosures [Abstract] Common stock, $0.001 par value - 200,000,000 and 200,000,000 shares authorized, 70,264,265 and 66,543,073 shares issued, and 67,554,435 and 63,833,243 shares outstanding as of December 31, 2020 and 2019, respectively Common Stock, Value, Issued Contract acquisition costs Capitalized Contract Cost, Net, Noncurrent Goodwill and Intangible Assets Disclosure [Abstract] Goodwill and Intangible Assets Disclosure [Abstract] Document Fiscal Year Focus Document Fiscal Year Focus Document Annual Report Document Annual Report 2022 Finite-Lived Intangible Asset, Expected Amortization, Year Two Options exercisable Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value Decrease due to settlement Unrecognized Tax Benefits, Decrease Resulting from Settlements with Taxing Authorities Aggregate Fair Value Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Fair Value [Abstract] Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Fair Value [Abstract] Schedule of Activity in the Allowance for Doubtful Accounts Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] Entity Current Reporting Status Entity Current Reporting Status 2024 Finance Lease, Liability, to be Paid, Year Four Effective interest rate (percent) Debt Instrument, Interest Rate During Period Lease restructuring expenses Lease Restructuring Expenses Lease Restructuring Expenses Schedule of Long-term Debt Instruments [Table] Schedule of Long-term Debt Instruments [Table] Assets acquired liabilities assumed, net liability Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net Contract acquisition costs noncurrent Increase (Decrease) in Contract with Customer, Asset Awarded (in dollars per share) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value Convertible senior note Senior Debt Obligations [Member] INVESTING ACTIVITIES: Net Cash Provided by (Used in) Investing Activities [Abstract] Common stock, shares issued (in shares) Common Stock, Shares, Issued Cash and cash equivalents Cash and Cash Equivalents, at Carrying Value Other Japan And France [Member] Japan And France Total operating lease liability Total operating lease liability Operating Lease, Liability Segment Reporting [Abstract] Segment Reporting [Abstract] Accounts receivable Increase (Decrease) in Accounts Receivable Debt Instrument [Line Items] Debt Instrument [Line Items] 2010 Employee Stock Purchase Plan Employee Stock Purchase Plan Twenty Ten [Member] Employee Stock Purchase Plan, 2010 [Member] Statement of Comprehensive Income [Abstract] Statement of Comprehensive Income [Abstract] Total stockholders’ equity Beginning Balance Ending Balance Stockholders' Equity Attributable to Parent Interest Deferred Tax Asset, Interest Carryforward Aggregate purchase price Business Combination, Consideration Transferred Organization Consolidation And Summary Of Significant Accounting Policies [Table] Organization Consolidation And Summary Of Significant Accounting Policies [Table] Organization Consolidation And Summary Of Significant Accounting Policies [Table] Increase (decrease) in receivables, net Increase (Decrease) In Billed And Unbilled Receivables Increase (Decrease) In Billed And Unbilled Receivables Total liabilities and stockholders’ equity Liabilities and Equity Accumulated other comprehensive income (loss) Accumulated Other Comprehensive Income (Loss), Net of Tax Income Taxes Income Tax Disclosure [Text Block] Entity Address, City or Town Entity Address, City or Town Payroll and other employee related costs Employee-related Liabilities, Current Expiration between 2023 and 2040 NOL Expiration Period, Tranche Three [Member] NOL Expiration Period, Tranche Three Fair Value Hierarchy and NAV [Axis] Fair Value Hierarchy and NAV [Axis] Payments for acquisitions and intangible assets, net of cash acquired Payments to Acquire Intangible Assets RSUs Restricted Stock Units (RSUs) [Member] Decrease due to expiration of statue Unrecognized Tax Benefits, Reduction Resulting from Lapse of Applicable Statute of Limitations Operating lease cost Operating Lease, Cost 2025 Lessee, Operating Lease, Liability, to be Paid, Year Five Fair value of contingent earn-out in connection with the acquisition recorded in accrued expenses Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration General and administrative General and Administrative Expense Financial Instrument [Axis] Financial Instrument [Axis] Lease restructuring costs Other Restructuring Costs Accounting Standards Update [Domain] Accounting Standards Update [Domain] Anti-dilutive shares excluded from computation of earnings per share Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount Total current income taxes Current Income Tax Expense (Benefit) Finance leases, weighted average remaining lease term (in years) Finance Lease, Weighted Average Remaining Lease Term Gross increase for tax positions of current years Unrecognized Tax Benefits, Increase Resulting from Current Period Tax Positions Equity Component [Domain] Equity Component [Domain] Hosted Services - Consumer Hosted Services - Consumer [Member] Hosted Services - Consumer [Member] Conversable Dec 13 2019 Conversable Inc 1 [Member] Conversable Inc 1 [Member] Operating lease right of use asset Deferred Tax Liabilities, Leasing Arrangements Valuation allowance on deferred tax assets Less valuation allowance Deferred Tax Assets, Valuation Allowance Goodwill amortization and contingent earn-out adjustments Deferred Tax Liabilities, Contingent Earn-Out Adjustments Deferred Tax Liabilities, Contingent Earn-Out Adjustments Amortization of purchased intangibles and finance leases Amortization Of Intangible Assets And Finance Leases Amortization Of Intangible Assets And Finance Leases 2023 Finite-Lived Intangible Asset, Expected Amortization, Year Three Entity Tax Identification Number Entity Tax Identification Number Revenue Recognition Revenue from Contract with Customer [Policy Text Block] Interest (expense) income Interest Income (Expense), Nonoperating, Net Lessee, Lease, Description [Table] Lessee, Lease, Description [Table] Stockholders' Equity Share-based Payment Arrangement [Text Block] Cash held as collateral Increase (Decrease) in Restricted Cash Net loss Net loss Net Income (Loss) Attributable to Parent Long term finance lease liability Finance Lease, Liability, Noncurrent Receivables Billing Status [Domain] Receivables Billing Status [Domain] Changes in operating assets and liabilities: Increase (Decrease) in Operating Capital [Abstract] 2009 Plan Two Thousand Nine Plan [Member] Two Thousand Nine Plan [Member] Carry amount of equity component of convertible notes Proceeds allocated to the conversion options (debt discount) Debt Instrument, Convertible, Carrying Amount of Equity Component Threshold for five day period, product of sale price of common stock and conversion rate of notes Debt Instrument, Convertible, Five Day Period, Threshold Of Product Of Sale Price Of Stock And Conversion Rate Debt Instrument, Convertible, Five Day Period, Threshold Of Product Of Sale Price Of Stock And Conversion Rate Other comprehensive income (loss) Other Comprehensive Income (Loss), Net of Tax Number of shares of common stock covered by called caps (shares) Number Of Shares Of Common Stock Covered By Capped Calls Number Of Shares Of Common Stock Covered By Capped Calls Long-term Debt, Type [Axis] Long-term Debt, Type [Axis] Total current assets Assets, Current Current Fiscal Year End Date Current Fiscal Year End Date Operating loss carryforwards Operating Loss Carryforwards Net loss per share of common stock: Earnings Per Share [Abstract] Income Tax Authority, Name [Axis] Income Tax Authority, Name [Axis] Restructuring costs Restructuring charges Restructuring Charges Schedule of Federal Deferred Tax Assets and Deferred Tax Liabilities Schedule of Deferred Tax Assets and Liabilities [Table Text Block] Total finance lease liability Total finance lease liability Finance Lease, Liability Equity component of convertible senior notes issuance costs Adjustments to additional paid in capital related to issuance costs attributable to equity component Adjustments to Additional Paid in Capital, Debt Conversion Option, Issuance Costs Amount of decrease in additional paid in capital (APIC) resulting from direct costs associated with issuing debt conversion option. Includes, but is not limited to, legal and accounting fees and other direct costs of issuance. Property and equipment and finance lease, gross Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, before Accumulated Depreciation and Amortization State taxes, net of federal benefit Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Percent Conversable Inc Conversable Inc [Member] Conversable Inc [Member] Unallocated corporate expenses Segment Reporting Unallocated Corporate Expenses Segment Reporting Unallocated Corporate Expenses Capitalized computer software Capitalized Computer Software, Gross STOCKHOLDERS' EQUITY: Stockholders' Equity Attributable to Parent [Abstract] Options Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] 2025 Finite-Lived Intangible Asset, Expected Amortization, Year Five Purchase of capped call option Reduction to additional paid-in-capital related to called caps Adjustments to Additional Paid in Capital, Capped Call Option, Issuance Costs Amount of decrease in additional paid in capital (APIC) resulting from direct costs associated with issuing capped call options. Includes, but is not limited to, legal and accounting fees and direct costs associated with issuance. Document Fiscal Period Focus Document Fiscal Period Focus Estimated sales tax liability, including interest, maximum Estimated Sales Tax Liability, Including Interest, Maximum Estimated Sales Tax Liability, Including Interest, Maximum Less: accumulated depreciation and amortization Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, Accumulated Depreciation and Amortization Increase (decrease) in contract acquisition costs noncurrent, net Increase (Decrease) In Capitalized Contract Cost Increase (Decrease) In Capitalized Contract Costs Internal-use software development costs Software Development [Member] Thereafter Finance Lease, Liability, to be Paid, after Year Five Deferred revenue, net of current portion Total deferred revenue - long term Opening balance, Deferred revenue (long-term) Ending balance, Deferred revenue (long-term) Contract with Customer, Liability, Noncurrent Employer matching contributions Defined Benefit Plan, Plan Assets, Contributions by Employer SUPPLEMENTAL DISCLOSURE OF OTHER CASH FLOW INFORMATION: Supplemental Cash Flow Information [Abstract] Business Acquisition, Acquiree [Domain] Business Acquisition, Acquiree [Domain] Percentage of principal amount paid if repurchase due to fundamental change (percent) Debt Instrument, Redemption Price, Percentage Increase (decrease) in long-term deferred revenue, net Increase (Decrease) in Deferred Revenue, Noncurrent Increase (Decrease) in Deferred Revenue, Noncurrent Common stock issued under Employee Stock Purchase Plan (in shares) Stock Issued During Period, Shares, Employee Stock Purchase Plans Entity Filer Category Entity Filer Category Common Stock Common Stock [Member] Property, Plant and Equipment [Line Items] Property, Plant and Equipment [Line Items] Product and Service [Domain] Product and Service [Domain] Property, Plant and Equipment, Type [Domain] Long-Lived Tangible Asset [Domain] Foreign taxes Effective Income Tax Rate Reconciliation, Foreign Income Tax Rate Differential, Percent Risk-free interest rate, maximum Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum Conversable Inc and AdvantageTec Conversable Inc And AdvntageTec Inc [Member] Conversable Inc And AdvntageTec Inc [Member] Customer relationships Customer Contracts [Member] Convertible Debt Convertible Debt [Member] Finance leases, weighted average discount rate (percent) Finance Lease, Weighted Average Discount Rate, Percent Schedule of Property And Equipment Property, Plant and Equipment [Table Text Block] Finance leases remaining lease term Lessee, Finance Lease, Remaining Lease Term Conversable Sep 27 2018 Conversable Inc 2 [Member] Conversable Inc 2 [Member] Operating Leases Future Minimum Lease Payments Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] Common stock issued upon vesting of restricted stock units (in shares) Stock Issued During Period, Shares, New Issues Gross Carrying Amount Finite-Lived Intangible Assets, Gross Debt instrument stated rate (percent) Debt Instrument, Interest Rate, Stated Percentage Money market funds Money Market Funds [Member] Provision for doubtful accounts, net Accounts Receivable, Credit Loss Expense (Reversal) BotCentral BotCentral [Member] BotCentral [Member] Foreign Tax Credit Deferred Tax Assets, Tax Credit Carryforwards, Foreign Options outstanding Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value Potential earn-out consideration payments based on achieving targets Potential Earn-Out Contingent Consideration Payments, Target Based Potential Earn-Out Contingent Consideration Payments, Target Based Common stock issued upon exercise of stock options (in shares) Exercised (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period CHANGE IN CASH AND CASH EQUIVALENTS Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect Decrease in net operating lease asset and liability Increase (Decrease) In Operating Lease Liability Increase (Decrease) In Operating Lease Liability Accrual during period for cash awards related to bonus Share-Based Compensation, Accrual For Cash Awards To Be Settled In Stock, Bonus Share-Based Compensation, Accrual For Cash Awards To Be Settled In Stock, Bonus Acquisitions Business Combination Disclosure [Text Block] Total Other (expense) income, net Nonoperating Income (Expense) Consumer Consumer [Member] Consumer [Member] Right-of-use asset, net Finance Lease, Right-of-Use Asset, after Accumulated Amortization Schedule of Future Minimum Lease Payments Lessee, Operating Lease, Liability, Maturity [Table Text Block] Stock option Share-based Payment Arrangement, Option [Member] Other Americas Other Americas [Member] Other Americas [Member] Basic (in shares) Weighted Average Number of Shares Outstanding, Basic Costs and expenses: Costs and Expenses [Abstract] Issuance of shares of common stock in connection with acquisition Other Significant Noncash Transaction, Value of Consideration Given Cancelled (in dollars per share) Share-based Compensation Arrangements by Share-based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price Foreign currency translation adjustment Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax ROU assets write down Other Restructuring, Right Of Use Asset Write Down [Member] Other Restructuring, Right Of Use Asset Write Down [Member] Deferred income taxes: Deferred Federal, State and Local, Tax Expense (Benefit) [Abstract] Other non-recurring expense Other Nonrecurring Expense Treasury stock, at cost (in shares) Treasury Stock, Common, Shares Prepaid expenses and other current assets Increase Decrease In Prepaid Expense And Other Current Assets Increase (Decrease) In Prepaid Expense And Other Current Assets Interest Expense: Interest Expense, Debt [Abstract] Severance and other associated costs Employee Severance [Member] Deferred income taxes, State and local Deferred State and Local Income Tax Expense (Benefit) Capped caps initial strike price (in dollars per share) Capped Calls, Initial Option Strike Price Capped Calls, Initial Option Strike Price 2026 Notes Convertible Senior Notes Due 2026 [Member] Convertible Senior Notes Due 2026 Re-measurement to fair value increase (decrease) Fair value adjustments Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Fair Value Adjustments Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Fair Value Adjustments United States Income (Loss) from Continuing Operations before Income Taxes, Domestic Plan Name [Domain] Plan Name [Domain] Entity Well-known Seasoned Issuer Entity Well-known Seasoned Issuer Cash paid for interest Interest Paid, Excluding Capitalized Interest, Operating Activities Net operating loss carryforwards, not subject to expiration Deferred Tax Assets, Operating Loss Carryforwards, Not Subject to Expiration Historical volatility, maximum Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum Right of use assets obtained in exchange for operating lease liabilities Right-of-Use Asset Obtained in Exchange for Operating Lease Liability Additional paid-in capital Additional Paid in Capital 2021 Finite-Lived Intangible Asset, Expected Amortization, Year One Cash and Cash Equivalents Cash and Cash Equivalents, Policy [Policy Text Block] Provision for income taxes Total income taxes Income Tax Expense (Benefit) Cash paid for income taxes Income Taxes Paid, Net CASH AND CASH EQUIVALENTS - Beginning of the year CASH AND CASH EQUIVALENTS - End of the year Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents Employer contribution limit Defined Contribution Plan, Employer Discretionary Contribution Amount Property and Equipment Property, Plant and Equipment, Policy [Policy Text Block] Employer contribution vesting period Defined Benefit Plan Employers Contribution Of Vesting Period Defined Benefit Plan Employers Contribution of Vesting Period Total liabilities Financial and Nonfinancial Liabilities, Fair Value Disclosure Accrued expenses and other current liabilities Total Accrued Liabilities, Current Diluted (in dollars per share) Earnings Per Share, Diluted Current finance lease liability Finance Lease, Liability, Current Local Phone Number Local Phone Number Proficient Proficient [Member] Proficient [Member] Non-vested and outstanding Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Fair Value, Nonvested Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Fair Value, Nonvested Cash payment in acquisition Payments to Acquire Businesses, Gross Schedule of Unrecognized Tax Benefits Roll Forward Schedule of Unrecognized Tax Benefits Roll Forward [Table Text Block] Net operating loss carryforwards, subject to expiration Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration Total Americas Americas [Member] Cumulative Effect, Period of Adoption [Domain] Cumulative Effect, Period of Adoption [Domain] Equity consideration in acquisition Business Combination, Consideration Transferred, Equity Interests Issued and Issuable 2009 Amended Plan Two Thousand Nine Plan, Amended [Member] Two Thousand Nine Plan, Amended [Member] Schedule of Changes in Fair Value of Level 3 Liabilities Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] Goodwill and Intangible Assets Goodwill and Intangible Assets, Policy [Policy Text Block] Change in Fair Value of Level 3 Liability: Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] Net carrying amount Debt Instrument, Convertible, Carrying Amount Of Equity Component, Net Of Issuance Costs Debt Instrument, Convertible, Carrying Amount Of Equity Component, Net Of Issuance Costs Principal Long-term Debt, Gross Contingent earn-out Contingent Earn-Out [Member] Contingent Earn-Out [Member] Entity Address, Address Line One Entity Address, Address Line One Gross decrease for tax positions of prior years Unrecognized Tax Benefits, Decrease Resulting from Prior Period Tax Positions Other assets Increase (Decrease) in Other Operating Assets Entity Emerging Growth Company Entity Emerging Growth Company Common stock issued upon exercise of stock options Stock Issued During Period, Value, Stock Options Exercised 2018 Plan 2018 Plan [Member] 2018 Plan [Member] Threshold consecutive trading days in analysis of conversion price Debt Instrument, Convertible, Threshold Consecutive Trading Days Total deferred income taxes Deferred Income Tax Expense (Benefit) Amortization of purchased intangibles Amortization of Intangible Assets, Nonproduction Amortization of Intangible Assets, Nonproduction Schedule of Deferred Revenue by Revenue Source Schedule Of Deferred Revenue By Source [Table Text Block] Schedule Of Deferred Revenue By Source [Table Text Block] Non Income Tax Accrual for Taxes Other than Income Taxes Award Type [Axis] Award Type [Axis] Weighted Average Grant Date Fair Value (Per Share) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] Accumulated Amortization Finite-Lived Intangible Assets, Accumulated Amortization Maximum Maximum [Member] Amortization of debt issuance costs Amortization of issuance costs Amortization of Debt Issuance Costs Preferred stock, shares authorized (in shares) Preferred Stock, Shares Authorized Equity component of convertible senior notes Debt Conversion Options Issued During Period Debt Conversion Options Issued During Period Non-cash compensation Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Share-based Compensation Cost Percentage of remaining performance obligations to be recognized over next 24 months Revenue, Remaining Performance Obligation, Percentage To Be Recognized In Next Two Years Revenue, Remaining Performance Obligation, Percentage To Be Recognized In Next Two Years Accumulated Deficit Retained Earnings [Member] Preferred stock, shares outstanding (in shares) Preferred Stock, Shares Outstanding Payment related to contingent consideration Payment related to contingent consideration Payment for Contingent Consideration Liability, Financing Activities Total provision Effective Income Tax Rate Reconciliation, Percent Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] Net cash used in investing activities Net Cash Provided by (Used in) Investing Activities Weighted Average Remaining Contractual Term (in years) Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] Options outstanding Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Table] Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Table] Beginning Balance Ending Balance Accounts Receivable, Allowance for Credit Loss Award Type [Domain] Award Type [Domain] Carrying Amount of Liability Component: Long-term Debt, Unclassified [Abstract] Trading Symbol Trading Symbol Options exercisable (in dollars per share) Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price Weighted Average Number of Shares Outstanding Weighted Average Number of Shares Outstanding Reconciliation [Abstract] Property and Equipment Property, Plant and Equipment Disclosure [Text Block] Treasury stock, at cost; 2,709,830 shares Treasury Stock, Value Net Loss per Share Earnings Per Share [Text Block] CURRENT LIABILITIES: Liabilities, Current [Abstract] Federal statutory rate Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent Foreign Income (Loss) from Continuing Operations before Income Taxes, Foreign Entity Shell Company Entity Shell Company Leasehold improvements funded by landlord Capital Expenditures Paid By Landlord Capital Expenditures Paid By Landlord Segment Reporting Information [Line Items] Segment Reporting Information [Line Items] Recurring Fair Value, Recurring [Member] Options vested and expected to vest (in dollars per share) Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price 2022 Finance Lease, Liability, to be Paid, Year Two Income Tax Contingency [Table] Income Tax Contingency [Table] Proceeds from amounts drawn against letters of credit Proceeds from Lines of Credit Recently Issued Accounting Standards New Accounting Pronouncements, Policy [Policy Text Block] Entity Public Float Entity Public Float Statement of Financial Position [Abstract] Statement of Financial Position [Abstract] Schedule of Receivables, Contract Acquisition Costs, and Deferred Revenue Schedule Of Receivables, Contract Acquisition Costs, And Deferred Revenue [Table Text Block] Schedule Of Receivables, Contract Acquisition Costs, And Deferred Revenue [Table Text Block] EX-101.PRE 13 lpsn-20201231_pre.xml XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT GRAPHIC 14 lpsn-20201231_g1.jpg begin 644 lpsn-20201231_g1.jpg M_]C_X 02D9)1@ ! @$ 8 !@ #_[@ .061O8F4 90 !_]L 0P " 0$! M 0$" 0$! @(" @($ P(" @(%! 0#! 8%!@8&!08&!@<)" 8'"0<&!@@+" D* M"@H*"@8("PP+"@P)"@H*_]L 0P$" @(" @(% P,%"@<&!PH*"@H*"@H*"@H* M"@H*"@H*"@H*"@H*"@H*"@H*"@H*"@H*"@H*"@H*"@H*"@H*"@H*_\ $0@# MP 3* P$B (1 0,1 ?_$ !\ $% 0$! 0$! ! @,$!08'" D* M"__$ +40 (! P,"! ,%!00$ !?0$" P $$042(3%!!A-180'EZ@X2%AH>(B8J2DY25EI>8F9JBHZ2EIJ>H MJ:JRL[2UMK>XN;K"P\3%QL?(R;GZ.GJ\?+S]/7V M]_CY^O_$ !\! ,! 0$! 0$! 0$ ! @,$!08'" D*"__$ +41 (! M @0$ P0'!00$ $"=P ! @,1! 4A,08205$'87$3(C*!"!1"D:&QP0DC,U+P M%6)RT0H6)#3A)?$7&!D:)BH*#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6V MM[BYNL+#Q,7&Q\C)RM+3U-76U]C9VN+CY.7FY^CIZO+S]/7V]_CY^O_: P# M 0 "$0,1 #\ _?RBBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH *** M* "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH M **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ MHHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "B MBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH *** M* "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH M **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ MHHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "B MBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH *** M* "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH M **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ MHHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "B MBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH *** M* "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH M **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ MHHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "B MBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH *** M* "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH M **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ MHHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "B MBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH *** M* "BBB@ HHHH **** "BBB@ HHKXN\*_MQ_M8S?\%O9?^">/Q)\)^"=,\"'] MG^X\>Z/+H5Q-?BEXZU+2OMYT/3VGCM[.PM+? ,VNHZM MXETZV:TL-?\ #5W:_:[75DA=Y# Z1YCN8P[HDJ;E(60(GD/@/]OO]N#]H']@ MWQ3_ ,%9_@RGAFS\#Z5'K&N>"/@]JGAYVN_$/AC2YYDFEN[\3;[;4+F.VN)8 M%BC,,685=)\LU 'Z$T5\:_M)?\%:_".A_LD_!/XQ_LK:98^(O%W[3&OZ+H/P M>TK7BRV\-UJ&TR76H+$P<0V2%C.B,&+JL89=V];UW^UQ\:_V0?VWOA;^R)^U MCX_TGQEH'QRT[4HO GCFP\.C29].\06"1RS:;=0I+)&\%Q#*K6\@VR+(C1/Y MNX2* ?7E%%% !17!_$']I[X ?"KQ&WA+XB?%32](U)(4E:SNY&#A&Y5N >#5 M'PY^V'^S'XOURV\->&OC/HUY?WDFRVM896+2-C.!\OH#0!Z516;_ ,)CX8_Z M#4'_ 'U1_P )CX8_Z#4'_?5 &E16;_PF/AC_ *#4'_?5'_"8^&/^@U!_WU0! MI45F_P#"8^&/^@U!_P!]4?\ "8^&/^@U!_WU0!I45F_\)CX8_P"@U!_WU1_P MF/AC_H-0?]]4 :5%9O\ PF/AC_H-0?\ ?5'_ F/AC_H-0?]]4 :5%9O_"8^ M&/\ H-0?]]4?\)CX8_Z#4'_?5 &E16;_ ,)CX8_Z#4'_ 'U1_P )CX8_Z#4' M_?5 &E16;_PF/AC_ *#4'_?5'_"8^&/^@U!_WU0!I45F_P#"8^&/^@U!_P!] M4?\ "8^&/^@U!_WU0!I45F_\)CX8_P"@U!_WU1_PF/AC_H-0?]]4 :5%9O\ MPF/AC_H-0?\ ?5'_ F/AC_H-0?]]4 :5%9O_"8^&/\ H-0?]]4?\)CX8_Z# M4'_?5 &E16;_ ,)CX8_Z#4'_ 'U1_P )CX8_Z#4'_?5 &E16;_PF/AC_ *#4 M'_?5'_"8^&/^@U!_WU0!I45F_P#"8^&/^@U!_P!]4?\ "8^&/^@U!_WU0!I4 M5F_\)CX8_P"@U!_WU1_PF/AC_H-0?]]4 :5%9O\ PF/AC_H-0?\ ?5'_ F/ MAC_H-0?]]4 :5%9O_"8^&/\ H-0?]]4?\)CX8_Z#4'_?5 &E16;_ ,)CX8_Z M#4'_ 'U1_P )CX8_Z#4'_?5 &E16;_PF/AC_ *#4'_?5'_"8^&/^@U!_WU0! MI45F_P#"8^&/^@U!_P!]4?\ "8^&/^@U!_WU0!I45F_\)CX8_P"@U!_WU1_P MF/AC_H-0?]]4 :5%9O\ PF/AC_H-0?\ ?5'_ F/AC_H-0?]]4 :5%9O_"8^ M&/\ H-0?]]4?\)CX8_Z#4'_?5 &E16;_ ,)CX8_Z#4'_ 'U1_P )CX8_Z#4' M_?5 &E16;_PF/AC_ *#4'_?5'_"8^&/^@U!_WU0!I45F_P#"8^&/^@U!_P!] M4?\ "8^&/^@U!_WU0!I45F_\)CX8_P"@U!_WU1_PF/AC_H-0?]]4 :5%9O\ MPF/AC_H-0?\ ?5'_ F/AC_H-0?]]4 :5%9O_"8^&/\ H-0?]]4?\)CX8_Z# M4'_?5 &E16;_ ,)CX8_Z#4'_ 'U1_P )CX8_Z#4'_?5 &E16;_PF/AC_ *#4 M'_?5'_"8^&/^@U!_WU0!I45F_P#"8^&/^@U!_P!]4?\ "8^&/^@U!_WU0!I4 M5F_\)CX8_P"@U!_WU1_PF/AC_H-0?]]4 :5%9O\ PF/AC_H-0?\ ?5'_ F/ MAC_H-0?]]4 :5%9O_"8^&/\ H-0?]]4?\)CX8_Z#4'_?5 &E16;_ ,)CX8_Z M#4'_ 'U1_P )CX8_Z#4'_?5 &E16;_PF/AC_ *#4'_?5'_"8^&/^@U!_WU0! MI45F_P#"8^&/^@U!_P!]4?\ "8^&/^@U!_WU0!I45F_\)CX8_P"@U!_WU1_P MF/AC_H-0?]]4 :5%9O\ PF/AC_H-0?\ ?5'_ F/AC_H-0?]]4 :5%9O_"8^ M&/\ H-0?]]4?\)CX8_Z#4'_?5 &E16;_ ,)CX8_Z#4'_ 'U1_P )CX8_Z#4' M_?5 &E16;_PF/AC_ *#4'_?5'_"8^&/^@U!_WU0!I45F_P#"8^&/^@U!_P!] M4?\ "8^&/^@U!_WU0!I45F_\)CX8_P"@U!_WU1_PF/AC_H-0?]]4 :5%9O\ MPF/AC_H-0?\ ?5'_ F/AC_H-0?]]4 :5%9O_"8^&/\ H-0?]]4?\)CX8_Z# M4'_?5 &E16;_ ,)CX8_Z#4'_ 'U1_P )CX8_Z#4'_?5 &E16;_PF/AC_ *#4 M'_?5'_"8^&/^@U!_WU0!I45F_P#"8^&/^@U!_P!]4?\ "8^&/^@U!_WU0!I4 M5F_\)CX8_P"@U!_WU1_PF/AC_H-0?]]4 :5%9O\ PF/AC_H-0?\ ?5'_ F/ MAC_H-0?]]4 :5%9O_"8^&/\ H-0?]]4?\)CX8_Z#4'_?5 &E16;_ ,)CX8_Z M#4'_ 'U1_P )CX8_Z#4'_?5 &E16;_PF/AC_ *#4'_?5'_"8^&/^@U!_WU0! MI45F_P#"8^&/^@U!_P!]4?\ "8^&/^@U!_WU0!I45F_\)CX8_P"@U!_WU1_P MF/AC_H-0?]]4 :5%9O\ PF/AC_H-0?\ ?5'_ F/AC_H-0?]]4 :5%9O_"8^ M&/\ H-0?]]5^"[G0'DS M^\T]=.LXW,?^R)5"M_MJ>O4^X_\ !5'3/VU5\6?!_P 6_L:?M>6_@J_TSQ<% MU'X8MX;BOY/B#YMQ:(("S,'AMX(?M+SR*-L44C3,5,*FNZ^/7[$>NZ_^UIX< M_;V_9O\ &VE>&/B?HOA.Y\)ZZFO:5)=Z7XHT"647"V=TD,L4D4L-RJS0W",2 MOSHZ.K#8 ?FW^VAH/CWQA_P6!_;Z7X91SRO:_P#!._4],NTM<[CJ,]M:RVT8 MQ_RU:%9@G0\\>H^J?^";>K^%['_@VT\'ZQ%+"NG6O[.6J/>OQL5H[.Z\_.?1 MUDS[YKZ*_9%_8>T?]GCQ9\3/C?\ $;Q5;^,OB=\9M:@U#XB^)TTG[):S16UN M+:RTVUMFDE,-G;0#RT5Y)'8N[.YW +XUIG_!)WXF^!/V9?%7_!.OX/\ [2&G MZ!^S[XLO=21=.;PU+-XCT'1-1F>:_P!#L;PW(@\F1IKA8[B6!Y(8IV0K*P61 M0#\O_P!C'PQXV\/> _\ @CAJ7Q"AF&D+XN^((5IB=B3W6I^=IV[IR\)C,?7A M6Q[_ '7_ ,%[;;5-9_;3_P""?'AWPSN;57_:BL;T)']\V5M+9R7A]=HASN[8 MZU]6?M._\$W_ (,_'K]F;P3^SSX&F/@2;X2ZKHVL?!SQ!I-H)W\*:EI(46$J MQ.P$\2HOE21,P\R-V&Y6VNM/PG^Q%X]^(7[6OA/]M+]L3X@>'?$GB;X;Z!?Z M7\,_#_A'09['2]#DO@B7^I,;BXGEGNYHXTB'*1PQ J%D8^;0!])T444 9>K> M"/!>O7AU#7/"&EWMP5"F>[T^.1R!T&YE)Q7B/[2OACPUX9^-7P77PWX>L=/% MUXWD2Z%C:)%YRBW8A7V@;AGG!KZ"KPO]K#_DMGP/_P"Q[E_])FH ]N_L[3_^ M?&'_ +]"C^SM/_Y\8?\ OT*FHH A_L[3_P#GQA_[]"C^SM/_ .?&'_OT*FHH M A_L[3_^?&'_ +]"C^SM/_Y\8?\ OT*FHH A_L[3_P#GQA_[]"C^SM/_ .?& M'_OT*FHH A_L[3_^?&'_ +]"LGQ%:VL6JZ2D5M&H>[(<*@ 8;>A]:W*Q_$O_ M "%]'_Z_3_Z": -+^SM/_P"?&'_OT*/[.T__ )\8?^_0J:B@"'^SM/\ ^?&' M_OT*/[.T_P#Y\8?^_0J:B@"'^SM/_P"?&'_OT*/[.T__ )\8?^_0J:B@"'^S MM/\ ^?&'_OT*/[.T_P#Y\8?^_0J:B@"'^SM/_P"?&'_OT*/[.T__ )\8?^_0 MJ:B@"'^SM/\ ^?&'_OT*/[.T_P#Y\8?^_0J:B@"'^SM/_P"?&'_OT*/[.T__ M )\8?^_0J:B@"'^SM/\ ^?&'_OT*/[.T_P#Y\8?^_0J:B@"'^SM/_P"?&'_O MT*/[.T__ )\8?^_0J:B@"'^SM/\ ^?&'_OT*R?$5K:Q:KI*16T:A[LAPJ !A MMZ'UK47\S0!I?V=I__ #XP_P#?H4?V=I__ #XP M_P#?H5-10!#_ &=I_P#SXP_]^A1_9VG_ //C#_WZ%344 0_V=I__ #XP_P#? MH4?V=I__ #XP_P#?H5-10!#_ &=I_P#SXP_]^A1_9VG_ //C#_WZ%344 0_V M=I__ #XP_P#?H4?V=I__ #XP_P#?H5-10!#_ &=I_P#SXP_]^A1_9VG_ //C M#_WZ%344 0_V=I__ #XP_P#?H4?V=I__ #XP_P#?H5-10!#_ &=I_P#SXP_] M^A1_9VG_ //C#_WZ%344 0_V=I__ #XP_P#?H4?V=I__ #XP_P#?H5-10!#_ M &=I_P#SXP_]^A639VMJWC*\@:VC*+:1E4*# .3SBMRL>R_Y'>]_Z\HOYF@# M2_L[3_\ GQA_[]"C^SM/_P"?&'_OT*FHH A_L[3_ /GQA_[]"C^SM/\ ^?&' M_OT*FHH A_L[3_\ GQA_[]"C^SM/_P"?&'_OT*FHH A_L[3_ /GQA_[]"C^S MM/\ ^?&'_OT*FHH A_L[3_\ GQA_[]"C^SM/_P"?&'_OT*FHH A_L[3_ /GQ MA_[]"C^SM/\ ^?&'_OT*FHH A_L[3_\ GQA_[]"C^SM/_P"?&'_OT*FHH A_ ML[3_ /GQA_[]"C^SM/\ ^?&'_OT*FHH A_L[3_\ GQA_[]"C^SM/_P"?&'_O MT*FHH A_L[3_ /GQA_[]"LFSM;5O&5Y UM&46TC*H4& >VCY?\ TF:@ M#W2BBB@ HHHH **** "BBB@ K'\2_P#(7T?_ *_3_P"@FMBL?Q+_ ,A?1_\ MK]/_ *": -BBBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "L M?Q+_ ,A?1_\ K]/_ *":V*Q_$O\ R%]'_P"OT_\ H)H V**** "BBB@ HHHH M **** "BBB@ HHHH **** "BBB@ HHHH *Q[+_D=[W_KRB_F:V*Q[+_D=[W_ M *\HOYF@#8HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ K' MLO\ D=[W_KRB_F:V*Q[+_D=[W_KRB_F: -BBBB@ HHHH **** "BBB@ HHHH M **** "BBB@ HHHH **** "L>R_Y'>]_Z\HOYFMBL>R_Y'>]_P"O*+^9H V* M*** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH *Q_ __((E_P"O MV;_T*MBL?P/_ ,@B7_K]F_\ 0J -BBBB@ HHHH **** "BBB@ HHHH **** M"BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH * M*** "BBB@ HHHH **** "O"_VL/^2V? _P#['N7_ -)FKW2O"_VL/^2V? __ M +'N7_TF:@#W2BBB@ HHHH **** "BBB@ K'\2_\A?1_^OT_^@FMBL?Q+_R% M]'_Z_3_Z": -BBBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** M"L?Q+_R%]'_Z_3_Z":V*Q_$O_(7T?_K]/_H)H V**** "BBB@ HHHH **** M"BBB@ HHHH **** "BBB@ HHHH *Q[+_ )'>]_Z\HOYFMBL>R_Y'>]_Z\HOY MF@#8HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ K'LO^1WO M?^O*+^9K8K'LO^1WO?\ KRB_F: -BBBB@ HHHH **** "BBB@ HHHH **** M"BBB@ HHHH **** "L>R_P"1WO?^O*+^9K8K'LO^1WO?^O*+^9H V**** "B MBB@ HHHH **** "BBB@ HHHH **** "BBB@ KX _X+G?\%SO^'+G_"KO^,7? M^%E?\+*_MO\ YG;^QO[._L_[!_TY7/G>9]N_V-OE?Q;OE^_Z_ '_ (/G/^;7 M?^YV_P#6J>A_\ !\-_8UHUK_P["\S=,\F[_A=6 M,;CG'_(%-?@;10!^_P!_Q'.?]8NO_,V?_>6OW^K^ .O[_* "BBB@ HHHH ** M** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHH MH **** "BBB@ HHHH **** "BBB@ HHHH *\+_:P_P"2V? __L>Y?_29J]TK MPO\ :P_Y+9\#_P#L>Y?_ $F:@#W2BBB@ HHHH **** "BBB@ K'\2_\ (7T? M_K]/_H)K8K'\2_\ (7T?_K]/_H)H V**** "BBB@ HHHH **** "BBB@ HHH MH **** "BBB@ HHHH *Q_$O_ "%]'_Z_3_Z":V*Q_$O_ "%]'_Z_3_Z": -B MBBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "L>R_Y'>]_P"O M*+^9K8K'LO\ D=[W_KRB_F: -BBBB@ HHHH **** "BBB@ HHHH **** "BB MB@ HHHH **** "L>R_Y'>]_Z\HOYFMBL>R_Y'>]_Z\HOYF@#8HHHH **** " MBBB@ HHHH **** "BBB@ HHHH **** "BBB@ K'LO^1WO?\ KRB_F:V*Q[+_ M )'>]_Z\HOYF@#8HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "OP M!_X/G/\ FUW_ +G;_P!P%?O]7X _\'SG_-KO_<[?^X"@#\ :*** "O[_ "OX M Z_O\H **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** M"BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ KPO]K# M_DMGP/\ ^Q[E_P#29J]TKPO]K#_DMGP/_P"Q[E_])FH ]THHHH **** "BBB M@ HHHH *Q_$O_(7T?_K]/_H)K8K'\2_\A?1_^OT_^@F@#8HHHH **** "BBB M@ HHHH **** "BBB@ HHHH **** "BBB@ K'\2_\A?1_^OT_^@FMBL?Q+_R% M]'_Z_3_Z": -BBBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** M"L>R_P"1WO?^O*+^9K8K'LO^1WO?^O*+^9H V**** "BBB@ HHHH **** "B MBB@ HHHH **** "BBB@ HHHH *Q[+_D=[W_KRB_F:V*Q[+_D=[W_ *\HOYF@ M#8HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ K'LO\ D=[W M_KRB_F:V*Q[+_D=[W_KRB_F: -BBBB@ HHHH **** "BBB@ HHHH **** "B MBB@ HHHH *^ O^"PG[0/Q/\ CEX[\+?\$9OV/?$LEE\1_C/8O%21N+,,HSQ,?IK]O?\ ;6^%7_!/G]E;Q3^U+\7)'FLM M!M FEZ/;N![^/7_ (B3R+G^P;3;_H.@P9SY<-K"55E!/SY77=V8\L: MW/ __((E_P"OV;_T*MBL?P/_ ,@B7_K]F_\ 0J -BBBB@ HHHH **** "BBB M@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** M"BBB@ HHHH **** "BBB@ HHHH **** "O"_VL/^2V? _P#['N7_ -)FKW2O M"_VL/^2V? __ +'N7_TF:@#W2BBB@ HHHH **** "BBB@ K'\2_\A?1_^OT_ M^@FMBL?Q+_R%]'_Z_3_Z": -BBBB@ HHHH **** "BBB@ HHHH **** "BBB M@ HHHH **** "L?Q+_R%]'_Z_3_Z":V*Q_$O_(7T?_K]/_H)H V**** "BBB M@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH *Q[+_ )'>]_Z\HOYFMBL> MR_Y'>]_Z\HOYF@#8HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "B MBB@ K'LO^1WO?^O*+^9K8K'LO^1WO?\ KRB_F: -BBBB@ HHHH **** "BBB M@ HHHH **** "BBB@ HHHH **** "L>R_P"1WO?^O*+^9K8K'LO^1WO?^O*+ M^9H V**** "BBB@ HHHH **** "BBB@ HHHH **** "@D*"S$ $$@LQ<*RN8B0#AOA% ?\ @MG_ ,%)3^TWJO\ IW[,?[,7B*6Q^%UJXS:^ M./&\?%QK6/NS6UEPD# M%?!VD1Z?I-J,%V5Z5X7^UA_R6SX'_P#8]R_^ MDS4 >Z4444 %%%% !1110 4444 %8_B7_D+Z/_U^G_T$UL5C^)?^0OH__7Z? M_030!L4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 5C^)?^ M0OH__7Z?_036Q6/XE_Y"^C_]?I_]!- &Q1110 4444 %%%% !1110 4444 % M%%% !1110 4444 %%%% !6/9?\CO>_\ 7E%_,UL5CV7_ ".][_UY1?S- &Q1 M110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !6/9?\CO>_]>47 M\S6Q6/9?\CO>_P#7E%_,T ;%%%% !1110 4444 %%%% !1110 4444 %%%% M!1110 4444 %8]E_R.][_P!>47\S6Q6/9?\ ([WO_7E%_,T ;%%%% !1110 M4444 %%%% !1110 4444 %%%% 'D7[=?[9GPH_8!_98\6?M4_&*=FTSPU8;K M33(' N-6OI#LMK& '.99I2J#@A02QPJL1X/_ ,$<_P!C+XM_##PKXK_;L_;0 MMQ/^T'\?KR+6O&RRH?\ BF=-"_\ $O\ #\ ;)CCMH=@=>OF85B_DHU>1?#AW M_P""V_\ P4J_X7?=8O?V7OV6_$LEMX%A8;K3QYX[C&)=3'\,UK8@@1-R&")M*^$J^//$7B2^TE;[4-1CEOVLX;/3X976&,1E&EFGD6;AXT6,$M(H!]6 MT5\N_LG_ +9_C?6?CI^T3^S'^T;J^C74_P"SW/HMW=?$/3;)K*UU+2M3TU[^ M/[1 7D6&ZMDAD$VQMC*T4BI&'V#QCP'^WW^W!^T#^P;XI_X*S_!E/#-GX'TJ M/6-<\$?![5/#SM=^(?#&ESS)-+=WXFWVVH7,=M<2P+%&88LPJZ3Y9J /T)HK MXU_:2_X*U^$=#_9)^"?QC_96TRQ\1>+OVF-?T70?@]I6O%EMX;K4-IDNM06) M@XALD+&=$8,758PR[MZWKO\ :X^-?[(/[;WPM_9$_:Q\?Z3XRT#XY:=J47@3 MQS8>'1I,^G>(+!(Y9M-NH4EDC>"XAE5K>0;9%D1HG\W<)% /KRBBB@ KPO\ M:P_Y+9\#_P#L>Y?_ $F:O=*\+_:P_P"2V? __L>Y?_29J /=**** "BBB@ H MHHH **** "L?Q+_R%]'_ .OT_P#H)K8K'\2_\A?1_P#K]/\ Z": -BBBB@ H MHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "L?Q+_R%]'_ .OT_P#H M)K8K'\2_\A?1_P#K]/\ Z": -BBBB@ HHHH **** "BBB@ HHHH **** "BB MB@ HHHH **** "L>R_Y'>]_Z\HOYFMBL>R_Y'>]_Z\HOYF@#8HHHH **** " MBBB@ HHHH **** "BBB@ HHHH **** "BBB@ K'LO^1WO?\ KRB_F:V*Q[+_ M )'>]_Z\HOYF@#8HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BB MB@ K'LO^1WO?^O*+^9K8K'LO^1WO?^O*+^9H V**** "BBB@ HHHH **** " MBBB@ HHHH *^#/\ @L;^TW\7/&FN>$_^"2/[%6OM:_&+XZV\BZ_X@M@6_P"$ M&\'*2FH:Q*5(*.Z"2"'D%FW[&601[OIS]MW]L/X1_L$_LO\ BW]JGXUZ@8]% M\+:<94LH7 GU*[8[+>R@!^]+-*R1KV&[<<*K$?/?_!'/]C_XM>#="\6?\%#/ MVTM-!^/_ .T!<1ZMXFMI4/\ Q2FB@#^SO#\ ;F-(81&9%X8R85]QA#$ ^G/V M6OV:/A+^QU^SYX3_ &9?@9X>73/"_@[2([#3(.#))C+23RL -\TLC/+(^/F> M1CWKOZ** "BBB@ K'\#_ /((E_Z_9O\ T*MBL?P/_P @B7_K]F_]"H V**** M "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH M**** "BBB@ HHHH **** "BBB@ K\T?^"L?[-^B?M^?MW>!O@A^Q_P".+GX? M?M.?"7P;)XRA^-%C_;+DOB%L"&$3RGS%D-OUE M#PRQRVEW [,!,/-5XVV-'D!P ?!7[,7QP^(7BK_@EG^VI^P3\5_@#)X$_::^ M'/PR\2W'Q.E@NY;J3QS=ZAH]WY6OQW4C/)/)]?C8K1V=UY^<^CK)GWS7TI\ ?V/O^%?_'#X MA_M3_%[Q+IWB3X@?$O3].TK5I--T@VFFZ=I%BDHMM/MX9))7<;IYGEFDZDBZ&Y$'DR--<+'<2P/)#%.R%96"R* ?E_^QCX8\;>'O ?_!'#4OB% M#,-(7Q=\00K3$[$GNM3\[3MW3EX3&8^O"MCW^Z_^"]MMJFL_MI_\$^/#OAG< MVJO^U%8WH2/[YLK:6SDO#Z[1#G=VQUKZL_:=_P"";_P9^/7[,W@G]GGP-,? MDWPEU71M8^#GB#2;03OX4U+20HL)5B=@)XE1?*DB9AYD;L-RMM=:?A/]B+Q[ M\0OVM?"?[:7[8GQ \.^)/$WPWT"_TOX9^'_".@SV.EZ')?!$O]28W%Q/+/=S M1QI$.4CAB!4+(Q\V@#Z3HHHH \O^*W[)7PU^,7BY_&GBC7_%%O=O D)CTGQ' M-;0[4& =B'&?4]Z\2^+O[+7P\^$/QR^#UQX8USQ+<-J/C0Q3C5=?FN0H2$N- M@<_*Y?_29J /7/^$'TC_GYO?\ P+:C_A!] M(_Y^;W_P+:MBB@#'_P"$'TC_ )^;W_P+:C_A!](_Y^;W_P "VK8HH Q_^$'T MC_GYO?\ P+:C_A!](_Y^;W_P+:MBB@#'_P"$'TC_ )^;W_P+:C_A!](_Y^;W M_P "VK8HH Q_^$'TC_GYO?\ P+:LS7/"NG6NHZ;#'/_^!;4?\(/I'_/S>_^!;5L44 8_P#P M@^D?\_-[_P"!;4?\(/I'_/S>_P#@6U;%% &/_P (/I'_ #\WO_@6U'_"#Z1_ MS\WO_@6U;%% &/\ \(/I'_/S>_\ @6U'_"#Z1_S\WO\ X%M6Q10!C_\ "#Z1 M_P _-[_X%M1_P@^D?\_-[_X%M6Q10!C_ /"#Z1_S\WO_ (%M1_P@^D?\_-[_ M .!;5L44 8__ @^D?\ /S>_^!;4?\(/I'_/S>_^!;5L44 8_P#P@^D?\_-[ M_P"!;4?\(/I'_/S>_P#@6U;%% &/_P (/I'_ #\WO_@6U'_"#Z1_S\WO_@6U M;%% &/\ \(/I'_/S>_\ @6U9FN>%=.M=1TV&.>Y(GN2KEKAB0-O;TKJZQ_$O M_(7T?_K]/_H)H /^$'TC_GYO?_ MJ/\ A!](_P"?F]_\"VK8HH Q_P#A!](_ MY^;W_P "VH_X0?2/^?F]_P# MJV** ,?_A!](_Y^;W_P+:C_ (0?2/\ GYO? M_ MJV** ,?\ X0?2/^?F]_\ MJ/^$'TC_GYO?\ P+:MBB@#'_X0?2/^?F]_ M\"VH_P"$'TC_ )^;W_P+:MBB@#'_ .$'TC_GYO?_ +:C_A!](_Y^;W_ ,"V MK8HH Q_^$'TC_GYO?_ MJ/\ A!](_P"?F]_\"VK8HH Q_P#A!](_Y^;W_P " MVH_X0?2/^?F]_P# MJV** ,?_A!](_Y^;W_P+:C_ (0?2/\ GYO?_ MJV** M,?\ X0?2/^?F]_\ MJS+7PKITGBFZL&GN=D=M&RD7#;LDGJ:ZNL>R_Y'>]_ MZ\HOYF@ _P"$'TC_ )^;W_P+:C_A!](_Y^;W_P "VK8HH Q_^$'TC_GYO?\ MP+:C_A!](_Y^;W_P+:MBB@#'_P"$'TC_ )^;W_P+:C_A!](_Y^;W_P "VK8H MH Q_^$'TC_GYO?\ P+:C_A!](_Y^;W_P+:MBB@#'_P"$'TC_ )^;W_P+:C_A M!](_Y^;W_P "VK8HH Q_^$'TC_GYO?\ P+:C_A!](_Y^;W_P+:MBB@#'_P"$ M'TC_ )^;W_P+:C_A!](_Y^;W_P "VK8HH Q_^$'TC_GYO?\ P+:C_A!](_Y^ M;W_P+:MBB@#'_P"$'TC_ )^;W_P+:C_A!](_Y^;W_P "VK8HH Q_^$'TC_GY MO?\ P+:LRU\*Z=)XINK!I[G9';1LI%PV[))ZFNKK'LO^1WO?^O*+^9H /^$' MTC_GYO?_ +:C_A!](_Y^;W_ ,"VK8HH Q_^$'TC_GYO?_ MJ/\ A!](_P"? MF]_\"VK8HH Q_P#A!](_Y^;W_P "VH_X0?2/^?F]_P# MJV** ,?_A!](_Y^ M;W_P+:C_ (0?2/\ GYO?_ MJV** ,?\ X0?2/^?F]_\ MJ/^$'TC_GYO?\ MP+:MBB@#'_X0?2/^?F]_\"VH_P"$'TC_ )^;W_P+:MBB@#'_ .$'TC_GYO?_ M +:C_A!](_Y^;W_ ,"VK8HH Q_^$'TC_GYO?_ MJ/\ A!](_P"?F]_\"VK8 MHH Q_P#A!](_Y^;W_P "VH_X0?2/^?F]_P# MJV** ,?_A!](_Y^;W_P+:LR MU\*Z=)XINK!I[G9';1LI%PV[))ZFNKK'LO\ D=[W_KRB_F: #_A!](_Y^;W_ M ,"VH_X0?2/^?F]_\"VK8HH Q_\ A!](_P"?F]_\"VH_X0?2/^?F]_\ MJV M** ,?_A!](_Y^;W_ ,"VH_X0?2/^?F]_\"VK8HH Q_\ A!](_P"?F]_\"VH_ MX0?2/^?F]_\ MJV** ,?_A!](_Y^;W_ ,"VH_X0?2/^?F]_\"VK8HH Q_\ MA!](_P"?F]_\"VH_X0?2/^?F]_\ MJV*^%/^"QO[4/QTD@N];MR3_ ,(3X34E=1UN8J08SY8DAAY5F?>4;S$0, >4>#?#.E?\ M%KO^"D\WCD3W%]^R_P#LM>)6M] WSM):^/?'T8_>70)^66TL%8!",AG<,"Z3 M,J_I5_P@^D?\_-[_ .!;5R/[)/[+7PB_8J_9R\)?LO? O0A8>&?!^DI96*M@ MRW#\M+%_M8?\EL^!_P#V/47\S6Q6/9?\CO>_\ 7E%_,T ;%%%% !1110 4444 %%%% M !1110 4444 %%%% !1110 4444 %8]E_P CO>_]>47\S6Q6/9?\CO>_]>47 M\S0!L4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 5CV7_([ MWO\ UY1?S-;%8]E_R.][_P!>47\S0!L4444 %%%% !1110 4444 %%%% 'E_ M[9_[6_PD_86_9D\7?M4?&[5?L^@>$M+:Y>"-P)K^X)"06<(/#332LD2#IN<$ MD $CYM_X(X_LB?%W1+3Q;_P4H_;8TH+\>OC\\6H:KI\RG_BCO#P .G:! '^: M(1Q"-Y1PQD"J^YHMY\NL6?\ X+>?\%+QJH)O/V6_V4_%.+3C?9_$#X@Q#E_[ MLUIIZMP?NL[?\M(YSM_3.@ HHHH **** "BBB@ K'\#_ /((E_Z_9O\ T*MB ML?P/_P @B7_K]F_]"H V**** "BBB@ HHHH **** "BBB@ HHHH **** "BB MB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** M "BBB@ HHHH *\+_ &L/^2V? _\ ['N7_P!)FKW2O"_VL/\ DMGP/_['N7_T MF:@#W2BBB@ HHHH **** "BBB@ K'\2_\A?1_P#K]/\ Z":V*Q_$O_(7T?\ MZ_3_ .@F@#8HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ K M'\2_\A?1_P#K]/\ Z":V*Q_$O_(7T?\ Z_3_ .@F@#8HHHH **** "BBB@ H MHHH **** "BBB@ HHHH **** "BBB@ K'LO^1WO?^O*+^9K8K'LO^1WO?^O* M+^9H V**** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH *Q[+_D M=[W_ *\HOYFMBL>R_P"1WO?^O*+^9H V**** "BBB@ HHHH **** "BBB@ H MHHH **** "BBB@ HHHH *Q[+_D=[W_KRB_F:V*Q[+_D=[W_KRB_F: -BBBB@ M HHHH **** "BBB@ KX8_P""QW[6?Q>B_P"$1_X)A?L3ZSY7QU^/OFV<&JPL M3_PA?AD974=>F*G='MC$D<)X9G#E"7B56^G/VPOVK_A#^P_^S7XN_:E^.FMB MR\.>$-*>[N@A'FW$=*2TMBX'FW:ZF( #332L\KMP" MSG P!Z5110 4444 %%%% !1110 5C^!_P#D$2_]?LW_ *%6Q6/X'_Y!$O\ MU^S?^A4 ;%%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%% M% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 M %>%_M8?\EL^!_\ V/Z5X7^UA_P EL^!__8]R_P#I,U 'NE%%% !1 M110 4444 %%%% !6/XE_Y"^C_P#7Z?\ T$UL5C^)?^0OH_\ U^G_ -!- &Q1 M110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !6/XE_Y"^C_P#7 MZ?\ T$UL5C^)?^0OH_\ U^G_ -!- &Q1110 4444 %%%% !1110 4444 %%% M% !1110 4444 %%%% !6/9?\CO>_]>47\S6Q6/9?\CO>_P#7E%_,T ;%%%% M!1110 4444 %%%% !1110 4444 %%%% !1110 4444 %8]E_R.][_P!>47\S M6Q6/9?\ ([WO_7E%_,T ;%%%% !1110 4444 %%%% !1110 4444 %%%% !1 M110 4444 %8]E_R.][_UY1?S-;%8]E_R.][_ ->47\S0!L4444 %%%% !111 M0 445\/?\%C_ -KGXOZ'9>$?^";7[%&I[?CS\?Y)=.TG48F;_BC_ \H(U'7 MYRGS1".(2)$>"9 S)N:+80#R_48C_P %NO\ @I?_ &2&^W?LM_LJ>* UYCYK M/Q_\08AQ'_=FM-/5N?X6=R/WD1CTR^ H 'J5 !1110 4444 %%%% !11 M10 5C^!_^01+_P!?LW_H5;%8_@?_ )!$O_7[-_Z%0!L4444 %%%% !1110 4 M444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !11 M10 4444 %%%% !1110 4444 %%%% !1110 5X7^UA_R6SX'_ /8]R_\ I,U> MZ5X7^UA_R6SX'_\ 8]R_^DS4 >Z4444 %%%% !1110 4444 %8_B7_D+Z/\ M]?I_]!-;%8_B7_D+Z/\ ]?I_]!- &Q1110 4444 %%%% !1110 4444 %%%% M !1110 4444 %%%% !6/XE_Y"^C_ /7Z?_036Q6/XE_Y"^C_ /7Z?_030!L4 M444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 5CV7_ ".][_UY M1?S-;%8]E_R.][_UY1?S- &Q1110 4444 %%%% !1110 4444 %%%% !1110 M 4444 %%%% !6/9?\CO>_P#7E%_,UL5CV7_([WO_ %Y1?S- &Q1110 4444 M%%%% !1110 4444 %%%% !1110 4444 %%%% !6/9?\ ([WO_7E%_,UL5CV7 M_([WO_7E%_,T ;%%%% !1110 4444 ><_M;?M2_"+]BK]G+Q;^U#\=-=%AX9 M\'Z2][?,N#+11D#FOEG_ ((X?LO?%_6[WQ=_P56_ M;6T(VWQI^/213V6AS@G_ (0CPDN&T[1(@PS&Q01S3<*S/L#KYB.6\Z\3NG_! M;K_@I9_PKR!?M_[+O[*WB=9O$<@^>S\?>/XA^[M/[LUI8*Q+CE6=BK!TF1E_ M3&@ HHHH **** "BBB@ HHHH **** "L?P/_ ,@B7_K]F_\ 0JV*Q_ __((E M_P"OV;_T*@#8HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ MHHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "B MBB@ KPO]K#_DMGP/_P"Q[E_])FKW2O"_VL/^2V? _P#['N7_ -)FH ]THHHH M **** "BBB@ HHHH *Q_$O\ R%]'_P"OT_\ H)K8K'\2_P#(7T?_ *_3_P"@ MF@#8HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ K'\2_P#( M7T?_ *_3_P"@FMBL?Q+_ ,A?1_\ K]/_ *": -BBBB@ HHHH **** "BBB@ MHHHH **** "BBB@ HHHH **** "L>R_Y'>]_Z\HOYFMBL>R_Y'>]_P"O*+^9 MH V**** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH *Q[+_ )'> M]_Z\HOYFMBL>R_Y'>]_Z\HOYF@#8HHHH **** "BBB@ HHHH **** "BBB@ MHHHH **** "BBB@ K'LO^1WO?^O*+^9K8K'LO^1WO?\ KRB_F: -BBBB@ HH MHH *^)/^"QG[8/Q8\&Z'X3_X)Y_L7:D#\?\ ]H"XETGPQO%G[37QR\0+IOA?P=I$E_J< M_!DEQA8X(E)&^:61DBC3/S/(H[U\E_\ !'+]F3XN>--<\6?\%;OVU= :U^,7 MQUMXVT#P_(, 4=T$<\W +-LWJL@DW 'TY^Q%^QY\(_V" M?V7_ E^RM\%-/,>B^%M.$3WLR 3ZE=L=]Q>SD?>EFE9Y&[#=M&%50/5Z** M"BBB@ HHHH **** "BBB@ HHHH *Q_ __((E_P"OV;_T*MBL?P/_ ,@B7_K] MF_\ 0J -BBBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB M@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** M"O"_VL/^2V? _P#['N7_ -)FKW2O"_VL/^2V? __ +'N7_TF:@#W2BBB@ HH MHH **** "BBB@ K'\2_\A?1_^OT_^@FMBL?Q+_R%]'_Z_3_Z": -BBBB@ HH MHH **** "BBB@ HHHH **** "BBB@ HHHH **** "L?Q+_R%]'_Z_3_Z":V* MQ_$O_(7T?_K]/_H)H V**** "BBB@ HHHH **** "BBB@ HHHH **** "BBB M@ HHHH *Q[+_ )'>]_Z\HOYFMBL>R_Y'>]_Z\HOYF@#8HHHH **** "BBB@ MHHHH **** "BBB@ HHHH **** "BBB@ K'LO^1WO?^O*+^9K8K'LO^1WO?\ MKRB_F: -BBBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "L>R M_P"1WO?^O*+^9K8K'LO^1WO?^O*+^9H V**** "BBOBG_@L7^V?\6?AAX7\* M?L(?L77(G_:$^/UW)HO@IHG/_%,Z8 ?[0\03E//C#\5=6DTOX8_#NUOA;?;I8TWW% M[=SE6^RV%M'^\FGV.0.%5CG !]"45YG\,;/XS_#/P5J'Q'_:Q^.VBZE<6NE/ M>:Q!X>\/+INB:1'&IDE>+S7FNG"*K R2S88 MY:$X'R%X#_;[_;@_:!_8-\4 M_P#!6?X,IX9L_ ^E1ZQKG@CX/:IX>=KOQ#X8TN>9)I;N_$V^VU"YCMKB6!8H MS#%F%72?+-0!^A-%?&O[27_!6OPCH?[)/P3^,?[*VF6/B+Q=^TQK^BZ#\'M* MUXLMO#=:AM,EUJ"Q,'$-DA8SHC!BZK&&7=O6]=_MZ5X7^UA_R6SX'_P#8]R_^DS4 M>Z4444 %%%% !1110 4444 %8_B7_D+Z/_U^G_T$UL5C^)?^0OH__7Z?_030 M!L4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 5C^)?^0OH_ M_7Z?_036Q6/XE_Y"^C_]?I_]!- &Q1110 4444 %%%% !1110 4444 %%%% M!1110 4444 %%%% !6/9?\CO>_\ 7E%_,UL5CV7_ ".][_UY1?S- &Q1110 M4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !6/9?\CO>_]>47\S6Q M6/9?\CO>_P#7E%_,T ;%%%% !1110 4444 %%%% !1110 4444 %%%% !111 M0 4444 %8]E_R.][_P!>47\S6Q6/9?\ ([WO_7E%_,T ;%%%% '"_M-?M'?" M?]D7X!^*_P!I3XX^(TTKPKX.TB34-6NC@NRKPD4:DC?+(Y2.-,Y=W51R:^0O M^".W[./Q3^*7BGQ7_P %A/VRO#;6?Q6^.-I&G@[PY=Y8^!O!2D-8:7&"!LDF M4)<3$ %F9"RJYE!X7XO(W_!;3_@I*O[-^G/]M_9B_9A\117OQ,N$YM?'/CB/ M)@T;/W9K:R!W3KR"Y9&4AX7'Z8@!0%4 #@"@ HHHH **** "BBB@ HHHH * M*** "BBB@ HHHH *Q_ __((E_P"OV;_T*MBL?P/_ ,@B7_K]F_\ 0J -BBBB M@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** M"BBB@ HHHH _/CX^>&OVQ_C'_P %!=4^-$?[8>M^#/A=\#/B]X'\,Z5\(O#( M>!/&#:H-%EN[_5)DD4RPAM7,,43*\9:P?A6W%NE_:*_:]U3]G#_@LI\ ?V5_ MAE\1;[7(?CCI7B)OB/X O-5DOET6.SLA<:?K%LDC,VG[WANHGC0K!,B.^P21 M[SY+_P %_M!:A\#/VKOBG\7?!GQ3\+6&F_;O$GP;MM?LM0CMF M*W]E%-'K/X4? O0M*\(?\(SJ$=I M<-9W\=KX!D@:*7YBN_:65OU@KYM^.W["6NZQ^V3X<_X*#?L MS>/M-\*_$O3/"\OA7Q7::WI4EUI7B[0'E$R6MTL4D.OV\_P#@DMXK^-'B7XG:!9_LK:YX[^$7B/Q7="ZURQM[ MFP:WFTR6Z50UP?.N&6)GRX$(.X;\+]"_\$V]7\+V/_!MIX/UB*6%=.M?V]?C8K1V=UY^<^CK)GWS7T=^SQ^Q?:_#;XV_$/\ :L^,/B6Q\5_$KXFVUEIV ML7]GI)M=/TS1K-&6VTJS@DDE<1 O))+([EIY9"Q"*(XH_%M,_P""3OQ-\"?L MR^*O^"=?P?\ VD-/T#]GWQ9>ZDBZ&Y$'DR--<+' M<2P/)#%.R%96"R* ?E_^QCX8\;>'O ?_ 1PU+XA0S#2%\7?$$*TQ.Q)[K4_ M.T[=TY>$QF/KPK8]_NO_ (+VVVJ:S^VG_P $^/#OAG)47RI(F8>9&[# M_P#@6U'_ @^D?\ /S>_^!;5L44 8_\ P@^D?\_-[_X%M1_P@^D?\_-[_P"! M;5L44 8__"#Z1_S\WO\ X%M1_P (/I'_ #\WO_@6U;%% &/_ ,(/I'_/S>_^ M!;4?\(/I'_/S>_\ @6U;%% &/_P@^D?\_-[_ .!;4?\ "#Z1_P _-[_X%M6Q M10!C_P#"#Z1_S\WO_@6U'_"#Z1_S\WO_ (%M6Q10!C_\(/I'_/S>_P#@6U'_ M @^D?\ /S>_^!;5L44 8_\ P@^D?\_-[_X%M1_P@^D?\_-[_P"!;5L44 8_ M_"#Z1_S\WO\ X%M69KGA73K74=-ACGN2)[DJY:X8D#;V]*ZNL?Q+_P A?1_^ MOT_^@F@ _P"$'TC_ )^;W_P+:C_A!](_Y^;W_P "VK8HH Q_^$'TC_GYO?\ MP+:C_A!](_Y^;W_P+:MBB@#'_P"$'TC_ )^;W_P+:C_A!](_Y^;W_P "VK8H MH Q_^$'TC_GYO?\ P+:C_A!](_Y^;W_P+:MBB@#'_P"$'TC_ )^;W_P+:C_A M!](_Y^;W_P "VK8HH Q_^$'TC_GYO?\ P+:C_A!](_Y^;W_P+:MBB@#'_P"$ M'TC_ )^;W_P+:C_A!](_Y^;W_P "VK8HH Q_^$'TC_GYO?\ P+:C_A!](_Y^ M;W_P+:MBB@#'_P"$'TC_ )^;W_P+:C_A!](_Y^;W_P "VK8HH Q_^$'TC_GY MO?\ P+:LRU\*Z=)XINK!I[G9';1LI%PV[))ZFNKK'LO^1WO?^O*+^9H /^$' MTC_GYO?_ +:C_A!](_Y^;W_ ,"VK8HH Q_^$'TC_GYO?_ MJ/\ A!](_P"? MF]_\"VK8HH Q_P#A!](_Y^;W_P "VH_X0?2/^?F]_P# MJV** ,?_A!](_Y^ M;W_P+:C_ (0?2/\ GYO?_ MJV** ,?\ X0?2/^?F]_\ MJ/^$'TC_GYO?\ MP+:MBB@#'_X0?2/^?F]_\"VH_P"$'TC_ )^;W_P+:MBB@#'_ .$'TC_GYO?_ M +:C_A!](_Y^;W_ ,"VK8HH Q_^$'TC_GYO?_ MJ/\ A!](_P"?F]_\"VK8 MHH Q_P#A!](_Y^;W_P "VH_X0?2/^?F]_P# MJV** ,?_A!](_Y^;W_P+:LR MU\*Z=)XINK!I[G9';1LI%PV[))ZFNKK'LO\ D=[W_KRB_F: #_A!](_Y^;W_ M ,"VH_X0?2/^?F]_\"VK8HH Q_\ A!](_P"?F]_\"VH_X0?2/^?F]_\ MJV M** ,?_A!](_Y^;W_ ,"VH_X0?2/^?F]_\"VK8HH Q_\ A!](_P"?F]_\"VH_ MX0?2/^?F]_\ MJV** ,?_A!](_Y^;W_ ,"VH_X0?2/^?F]_\"VK8HH Q_\ MA!](_P"?F]_\"VH_X0?2/^?F]_\ MJV** ,?_A!](_Y^;W_ ,"VH_X0?2/^ M?F]_\"VK8HH Q_\ A!](_P"?F]_\"VH_X0?2/^?F]_\ MJV** ,?_A!](_Y M^;W_ ,"VH_X0?2/^?F]_\"VK8HH Q_\ A!](_P"?F]_\"VK,M?"NG2>*;JP: M>YV1VT;*1<-NR2>IKJZQ[+_D=[W_ *\HOYF@ _X0?2/^?F]_\"VKXP_X+"_M M/?$'X,>#?"G[%_[&EU9 M8^!O ZMOL;!,CY9K@;;B8@#<60D(S2K0!]$?L+?\$_\ X-?L$_LP>&/V9?A7 M+>RVNAVF[5-7EF*SZSJ,GSW5_/@G,DLA9L9.U=J#Y44#UW_A!](_Y^;W_P " MVK8HH Q_^$'TC_GYO?\ P+:C_A!](_Y^;W_P+:MBB@#'_P"$'TC_ )^;W_P+ M:C_A!](_Y^;W_P "VK8HH Q_^$'TC_GYO?\ P+:C_A!](_Y^;W_P+:MBB@#' M_P"$'TC_ )^;W_P+:C_A!](_Y^;W_P "VK8HH Q_^$'TC_GYO?\ P+:C_A!] M(_Y^;W_P+:MBB@#'_P"$'TC_ )^;W_P+:C_A!](_Y^;W_P "VK8HH Q_^$'T MC_GYO?\ P+:C_A!](_Y^;W_P+:MBB@#'_P"$'TC_ )^;W_P+:LSPKX5T[4-. MDFFGN01:_M%?\%0O%?[+_P"T[X^^#GP4_P""4GQQ^**O&GPXT&.X MT^[U";2K-E1I&8?O8[7[(C+V54XP03Q7PE_:I_;T_;A_;X^#OC'PK_P39^)O MP.\&^##K)^)OB_XH/!9MJVE3V+I#I<5LIW7&;T6LX89\MH >%+[GVWBO_@Z$ MLI[BYL_V?_V*H9+N837+_ /@X M!U+]J[X4Z?\ MC_##X#Z5\+)?$FH_P#"8WGPAO=6GO@HT'5#:K%_M8?\EL^!_P#V/47\S6Q6/9?\CO>_\ 7E%_,T ;%%%% !1110 4 M444 %%%% !1110 4444 %%%% !1110 4444 %8]E_P CO>_]>47\S6Q6/9?\ MCO>_]>47\S0!L4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !7P!_ MP7._X+G?\.7/^%7?\8N_\+*_X65_;?\ S.W]C?V=_9_V#_IRN?.\S[=_L;?* M_BW?+]_U^ /_ ?.?\VN_P#<[?\ N H /^(YS_K%U_YFS_[RU3@_X/AO)UN? M6?\ AV%GSH5C\O\ X75TQWS_ &+7X&T4 ?K/^WQ_P=&-_P %!O'/POT?XK_L M.&V^$G@?Q0/$/B[X70?$WS!XTO81FRCNKPZ: EI%)\[6_DN)N@?"3P3\#9+&QD\( MZ9\+=/\ $NL:_G1K#5[V]@?$; MPIXD>55@DAEAD@G2VF\F=UCGE0"=&>/>0-I QS'P$_X(G?\ !/']FK]K,_MG M?";X17MEXOMC>G0+:X\074VF>'VNU9;EM/LW]_Z\HOYF@#8HHHH **** "BBB@ HHHH **** "BBB@ HHHH M**** "BBB@ K'LO^1WO?^O*+^9K8K'LO^1WO?^O*+^9H V**** "BBB@ HHH MH **** "BBB@ HHHH **** "BBB@ K\ ?^#YS_FUW_N=O_>#LQ+Y.[YON'YMO\ #UXK M2KY&_P""L/\ P3W^*O\ P43TSX6?#;X>?M">)_A=IV@>-;G5/%GB_P &ZBUM MJ:V!TVYMS:P,LB',SS*A)W*J[BRM@*0#RG_@J5^TO_P19_9*\9W?Q$^.7Q;; MP9\:G4""?X&ZG);>-KR4\QQW$=@P6X4Y.U-3#6[9(P%_M8 M?\EL^!__ &/Z5X7^UA_R6SX'_ /8]R_\ I,U 'NE%%% !1110 444 M4 %%%% !6/XE_P"0OH__ %^G_P!!-;%8_B7_ )"^C_\ 7Z?_ $$T ;%%%% ! M1110 4444 %%%% !1110 4444 %%%% !1110 4444 %8_B7_ )"^C_\ 7Z?_ M $$UL5C^)?\ D+Z/_P!?I_\ 030!L4444 %%%% !1110 4444 %%%% !1110 M 4444 %%%% !1110 5CV7_([WO\ UY1?S-;%8]E_R.][_P!>47\S0!L4444 M%%%% !1110 4444 %%%% !1110 4444 %%%% !1110 5CV7_ ".][_UY1?S- M;%8]E_R.][_UY1?S- &Q1110 4444 %%%% !1110 4444 %%%% !1110 445 MRGQR^./PG_9K^$>O_';XY>.+'PYX4\,:>][K6LZC+MC@B7C [N[,51$4%G=E M5068 @&/^U3^U/\ []BWX#>(?VDOVBO&T&@^%/#5F9KZ[E&Z25R<1P0QCF6 M:1R$2->69@/4CXH_8>_97^./_!1S]H71_P#@K1_P4B\$S:-8:4#-^S;\"M2^ M>'PA8O\ ,FLZA&1MEU2_\ 7E%_,UL5CV7_ ".][_UY1?S- &Q1110 4444 %%%% !1110 4444 M %%%% !1110 4444 %%%% !6/X'_ .01+_U^S?\ H5;%8_@?_D$2_P#7[-_Z M%0!L4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%% M% !1110 4444 %%%% &1X?\ 'G@[Q3K^N^%O#WB*VN]1\,W\5EK]E$_[RQGD MMHKJ-'';=#/$X/0A^N00.7^(G[3WP3^%WQI\ ?L[^+O&]I%XT^)E_>6WA/P[ M'.C75PMK875]/<-%NWK D5HZF7!7S'C3J]?G)^V;X^_:0\8_\%._&_P-_P"" M47[*VN:#\>;2]T2;XC?M ZMXB*>$H-%ETJS,$&I6CI)'>.$WI';"/SHVC:>% MR99E76_8!_8\_9?_ &7_ -L/P7K7[>FH>-_$O[:GB/Q+J,FF?$7QA?7%W:^( M@NBZEY[:+-$JVJ:8EE]I!MG2.>!S"LD:J;;< ?J)1110 4444 %%%% !1110 M 4444 %%%% !7A?[6'_);/@?_P!CW+_Z3-7NE>%_M8?\EL^!_P#V/47\S6Q6/9?\CO M>_\ 7E%_,T ;%%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 M%8]E_P CO>_]>47\S6Q6/9?\CO>_]>47\S0!L4444 %%%% !1110 4444 %% M%% !1110 4454U_7]"\*:%>^*/%&M6FFZ9IMI)=:CJ-_<+#!:P1J7DEDDSMHE+R M2R.>%55!-?FK\)_ GC[_ (.!/CIIG[4GQ[\-ZAHG['G@+6C<_"/X]_Z\HOYFMBL>R_Y'>]_Z\HOYF@#8HHHH **** "BBB@ HHHH M **** "BBB@ HHHH **** "BBB@ K'\#_P#((E_Z_9O_ $*MBL?P/_R")?\ MK]F_]"H V**** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH *** M* "BBB@ HHHH **** "BBN'^,O[3?[-O[.?]F_\ #0G[0?@?P)_;/G?V1_PF M?BRSTO[=Y6SS?)^TR)YNSS8]VW.WS$SC<,@'R1\7OVG?VY[?_@H1J'@O]E_X M.>!]!^"?@WXF^%=&^.GC?7MS:QXEUC5K?28TM].C0[<06=_I2R2R#..%;]V5 M/HGQ[_:@/P+_ ."CGP._9Q^,VDZ+XDT/XOW.O7/PPU/^SQ'J?A+7=-TT^>&; M<5GM[BSO+B%)51)(F=D_\%N_@;\+M M:UO5M&U3Q1I.M^)M!UW1]9O]*N+::RO#$U[%+;7*BTMX7DCD*2PP1(\9**X\ M^_8-^"?[.?B?_@I?X6_:=_:V_P""O_@S]J'X_7/A_5+3X7Z+X)O-,@TCPM;1 MP$W?D6=CY?_29J]TKPO]K#_DMGP/\ ^Q[E_P#29J /=*** M* "BBB@ HHHH **** "L?Q+_ ,A?1_\ K]/_ *":V*Q_$O\ R%]'_P"OT_\ MH)H V**** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH *Q_$O\ MR%]'_P"OT_\ H)K8K'\2_P#(7T?_ *_3_P"@F@#8HHHH **** "BBB@ HHHH M **** "BBB@ HHHH **** "BBB@ K'LO^1WO?^O*+^9K8K'LO^1WO?\ KRB_ MF: -BBBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "L>R_P"1 MWO?^O*+^9K8K'LO^1WO?^O*+^9H V**** "BBB@ HHHH **** "BBB@ HHHH M ;//!:P//]*G>";XIZG"0QT33I1S_9T;;3/.O^LXVG!C8W_P!IKXU? M%/\ X+:?'W7?^"=7[%WC:]T']GWP??BR_:.^-FBR '79!R_A?1Y1\KEQQ<3K ME0IP";'PYX4\,:;'8Z)HVG1[8K:%!P.< MEF)RS.Q+.S,S$LQ) -+P'X#\%_"[P5I7PW^''A:PT/0-"T^*QT;1]+MEAM[* MVB4)'%&B@!550 /2M:BB@ HHHH *Q[+_D=[W_KRB_F:V*Q[+_D=[W_KRB_F M: -BBBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "L?P/_P @ MB7_K]F_]"K8K'\#_ /((E_Z_9O\ T*@#8HHHH **** "BBB@ HHHH **** " MBBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH *\;_:S_8"_9._;CU+P M7?\ [4WP@7OA]=+ MLTE^PM/LLWNEU,:CYP)-R%>#/[LQUD^#-8_X([6W_!7#]G?X7?\ !*+X(_"C MQ%XTT^_U^^^(OB3X7:-:W.G:#X?_ +(N4\V2]MP85N3>?9$C>-BZJTL+%1V]M*+.W27+3V\9621RJA60#,E 'ZA44 M44 %%%% !1110 4444 %%%% !1110 5X7^UA_P EL^!__8]R_P#I,U>Z5X7^ MUA_R6SX'_P#8]R_^DS4 >Z4444 %%%% !1110 4444 %8_B7_D+Z/_U^G_T$ MUL5C^)?^0OH__7Z?_030!L4444 %%%% !1110 4444 %%%% !1110 4444 % M%%% !1110 5C^)?^0OH__7Z?_036Q6/XE_Y"^C_]?I_]!- &Q1110 4444 % M%%% !1110 4444 %%%% !1110 4444 %%%% !6/9?\CO>_\ 7E%_,UL5CV7_ M ".][_UY1?S- &Q1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%% M% !6/9?\CO>_]>47\S6Q6/9?\CO>_P#7E%_,T ;%%%% !1110 4444 %%%% M!1110 5^-KG0]#T5U@_:6^.NEDF/PO9L M2LFA:=*.'U.8*Z,0<1#>OWEE,6S_ ,%"/VUOCQ^TW\?9_P#@DC_P3!\2BU^( M%S:I)\:OB];KYMG\+]&D.&56! ?5)D++%$&#IG<"K9DA^J?V)/V*?@-_P3__ M &>-%_9L_9X\,FQT;2U,MY?7+"2\U>]?!GOKN7 ,L\C#)8\ !44*B*H -K]E MW]E_X(_L:_ GP]^SA^SQX(MM \*>&;(6^GV4 R\C=9)YGZRS2.2[R-RS,2:] M HHH **** "BBB@ K'LO^1WO?^O*+^9K8K'LO^1WO?\ KRB_F: -BBBB@ HH MHH **** "BBB@ HHHH **** "BBB@ HHHH **** "L?P/_R")?\ K]F_]"K8 MK'\#_P#((E_Z_9O_ $*@#8HHHH **** "BBB@ HHHH **** "BBB@ HHHH * M*** "BBB@ HHHH **** "BBB@ HHHH *0NBL$+ %N@)ZTM?)7_!4_P"'?_!1 M'XA2?"FW_P"":GQ&\,>$O&]EXKOIM6U[QI8F?3(M+.FSK)%,JV\YW/*8 F%! MW '< #0!Y3^T)X8_X+3^$/\ @I%\1?&G_!/[X*_ !/!FO>$?#YO]=^),VL6_ M]MS(D\2-*;21E>[MFAN8RT:QDVUS:+()-D3)M_"'Q%_P7UG_ &M/A)I_[8?@ M;]GVS^%DOB34O^$NO/@Y=:U-?KC0-4-JMQ]O(1;8W0@R54MYGDC(!(/F/_#/ M/_!V/_T?M^R__P"$M=?_ "KK7^ _P,_X.!?#_P"VO\$/%'[>G[2WPD\:_"_3 MO&&K2:WIGPVT::VNH)W\,ZS%;3SM)8PYMQ+($(#_ .LEB^5N"H!^D]%%% !1 M110 445QG[0/QR\'?LX_";5?BWXVBN[FWT]8XK'2M-B\V\U:^FD6&UL+6/(\ MRXN)Y(X8TR,O(N2!D@ [.BOBW_@CI_P4!^-'[8G[*'Q-_:#_ &O[70?#=_X, M^+WB;1;NSTO'V71M.T]87\II%W8'2N(\!_M]_MP?M _L&^* M?^"L_P &4\,V?@?2H]8USP1\'M4\/.UWXA\,:7/,DTMW?B;?;:A&ZU#:9+K4%B8.(;)"QG1&#%U6,,N[>MZ[_:X^-?[(/[;WPM_9$_: MQ\?Z3XRT#XY:=J47@3QS8>'1I,^G>(+!(Y9M-NH4EDC>"XAE5K>0;9%D1HG\ MW<)% /KRBBB@ KPO]K#_ )+9\#_^Q[E_])FKW2O"_P!K#_DMGP/_ .Q[E_\ M29J /=**** "BBB@ HHHH **** "L?Q+_P A?1_^OT_^@FMBL?Q+_P A?1_^ MOT_^@F@#8HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ K'\ M2_\ (7T?_K]/_H)K8K'\2_\ (7T?_K]/_H)H V**** "BBB@ HHHH **** " MBBB@ HHHH **** "BBB@ HHHH *Q[+_D=[W_ *\HOYFMBL>R_P"1WO?^O*+^ M9H V**** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH *Q[+_D=[ MW_KRB_F:V*Q[+_D=[W_KRB_F: -BBBB@ HHHH **** "BBB@ KX7_P""E/[? MWQIU'XN67_!+C_@FFMKJW[0/B_3_ #_$7B653)IWPOT1PH?5K]E!"W!1P8(2 M"2S(Q4[HHYMK_@IW_P %&OB%\&O%.A?L'?L(>'+7QE^TQ\2[9O\ A&M(2DEG=V)PI)"+A03R3 M[G110 4444 %%%% !1110 5CV7_([WO_ %Y1?S-;%8]E_P CO>_]>47\S0!L M4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 5C^!_P#D$2_] M?LW_ *%6Q6/X'_Y!$O\ U^S?^A4 ;%%%% !1110 4444 %%%% !1110 4444 M %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 M5^;_ ,:O^"I_[+FB?\% MOO-:VKQ.8XYI+.U4,2BM=RG)GB\O](** /PH_X)E?M4>!_C'_P29_;K_9G^ M$L'B=O&VK_\ "VO%^DI-X4OK>WDT^XM(X8T%T\0B6[+3*/LQ83+G)4!21]J? M\$V]7\+V/_!MIX/UB*6%=.M?V]?C8K1V=UY^<^CK)GWS7O/_ 3E_8!M MOV!/A/X\^%=Y\3D\:0^./BKKWC*6XET 6*VRZD\;&R,9GF$H0)CS,KOW?<7O MY7IG_!)WXF^!/V9?%7_!.OX/_M(:?H'[/OBR]U)%TYO#4LWB/0=$U&9YK_0[ M&\-R(/)D::X6.XE@>2&*=D*RL%D4 _+_ /8Q\,>-O#W@/_@CAJ7Q"AF&D+XN M^((5IB=B3W6I^=IV[IR\)C,?7A6Q[_=?_!>VVU36?VT_^"?'AWPSN;57_:BL M;T)']\V5M+9R7A]=HASN[8ZU]6?M._\ !-_X,_'K]F;P3^SSX&F/@2;X2ZKH MVL?!SQ!I-H)W\*:EI(46$JQ.P$\2HOE21,P\R-V&Y6VNM/PG^Q%X]^(7[6OA M/]M+]L3X@>'?$GB;X;Z!?Z7\,_#_ (1T&>QTO0Y+X(E_J3&XN)Y9[N:.-(AR MD<,0*A9&/FT ?2=%%% 'E_Q6_9*^&OQB\7/XT\4:_P"*+>[>!(3'I/B.:VAV MH, [$.,^I[UXE\7?V6OAY\(?CE\'KCPQKGB6X;4?&ABG&JZ_-UX7^UA_R6SX'_\ 8]R_^DS4 >N?\(/I'_/S>_\ @6U'_"#Z1_S\ MWO\ X%M6Q10!C_\ "#Z1_P _-[_X%M1_P@^D?\_-[_X%M6Q10!C_ /"#Z1_S M\WO_ (%M1_P@^D?\_-[_ .!;5L44 8__ @^D?\ /S>_^!;4?\(/I'_/S>_^ M!;5L44 8_P#P@^D?\_-[_P"!;5F:YX5TZUU'388Y[DB>Y*N6N&) V]O2NKK' M\2_\A?1_^OT_^@F@ _X0?2/^?F]_\"VH_P"$'TC_ )^;W_P+:MBB@#'_ .$' MTC_GYO?_ +:C_A!](_Y^;W_ ,"VK8HH Q_^$'TC_GYO?_ MJ/\ A!](_P"? MF]_\"VK8HH Q_P#A!](_Y^;W_P "VH_X0?2/^?F]_P# MJV** ,?_A!](_Y^ M;W_P+:C_ (0?2/\ GYO?_ MJV** ,?\ X0?2/^?F]_\ MJ/^$'TC_GYO?\ MP+:MBB@#'_X0?2/^?F]_\"VH_P"$'TC_ )^;W_P+:MBB@#'_ .$'TC_GYO?_ M +:C_A!](_Y^;W_ ,"VK8HH Q_^$'TC_GYO?_ MJ/\ A!](_P"?F]_\"VK8 MHH Q_P#A!](_Y^;W_P "VK,USPKIUKJ.FPQSW)$]R5E=76/XE_Y M"^C_ /7Z?_030 ?\(/I'_/S>_P#@6U'_ @^D?\ /S>_^!;5L44 8_\ P@^D M?\_-[_X%M1_P@^D?\_-[_P"!;5L44 8__"#Z1_S\WO\ X%M1_P (/I'_ #\W MO_@6U;%% &/_ ,(/I'_/S>_^!;4?\(/I'_/S>_\ @6U;%% &/_P@^D?\_-[_ M .!;4?\ "#Z1_P _-[_X%M6Q10!C_P#"#Z1_S\WO_@6U'_"#Z1_S\WO_ (%M M6Q10!C_\(/I'_/S>_P#@6U'_ @^D?\ /S>_^!;5L44 8_\ P@^D?\_-[_X% MM1_P@^D?\_-[_P"!;5L44 8__"#Z1_S\WO\ X%M1_P (/I'_ #\WO_@6U;%% M &/_ ,(/I'_/S>_^!;5F6OA73I/%-U8-/<[([:-E(N&W9)/4UU=8]E_R.][_ M ->47\S0 ?\ "#Z1_P _-[_X%M1_P@^D?\_-[_X%M6Q10!C_ /"#Z1_S\WO_ M (%M1_P@^D?\_-[_ .!;5L44 8__ @^D?\ /S>_^!;4?\(/I'_/S>_^!;5L M44 8_P#P@^D?\_-[_P"!;4?\(/I'_/S>_P#@6U;%% &/_P (/I'_ #\WO_@6 MU'_"#Z1_S\WO_@6U;%% &/\ \(/I'_/S>_\ @6U'_"#Z1_S\WO\ X%M6Q10! MC_\ "#Z1_P _-[_X%M1_P@^D?\_-[_X%M6Q10!C_ /"#Z1_S\WO_ (%M1_P@ M^D?\_-[_ .!;5L44 8__ @^D?\ /S>_^!;4?\(/I'_/S>_^!;5L44 8_P#P M@^D?\_-[_P"!;5F6OA73I/%-U8-/<[([:-E(N&W9)/4UU=8]E_R.][_UY1?S M- !_P@^D?\_-[_X%M1_P@^D?\_-[_P"!;5L44 8__"#Z1_S\WO\ X%M1_P ( M/I'_ #\WO_@6U;%% &/_ ,(/I'_/S>_^!;4?\(/I'_/S>_\ @6U;%% &/_P@ M^D?\_-[_ .!;5\E_\%/OV[K3]CVP\/?L]?LX>$;KXA?M$_%&1K+X6_#FWO'8 M G<'U6_VL#!80;69W)7?Y; ,JK+)%V?_ 4Q_P""D7A/]@+X?M+?%&-)O'_ (P*AH-&M^#'HFF+T@LX %4[,>:T:D_* ML:J 6_\ @FE_P2UT7]B[PCK/Q,^,WC^[\?\ QV^(\R:C\6?B9=3-YFH76!BS MML@&*Q@X2*,!*;JP:>YV1VT;*1 M<-NR2>IKJZQ[+_D=[W_KRB_F: #_ (0?2/\ GYO?_ MJ/^$'TC_GYO?_ +: MMBB@#'_X0?2/^?F]_P# MJ/^$'TC_GYO?_ MJV** ,?_ (0?2/\ GYO?_ MJ M/^$'TC_GYO?_ +:MBB@#'_X0?2/^?F]_P# MJ/^$'TC_GYO?_ MJV** ,?_ M (0?2/\ GYO?_ MJ/^$'TC_GYO?_ +:MBB@#'_X0?2/^?F]_P# MJ/^$'TC M_GYO?_ MJV** ,?_ (0?2/\ GYO?_ MJ/^$'TC_GYO?_ +:MBB@#'_X0?2/ M^?F]_P# MJ/^$'TC_GYO?_ MJV** ,?_ (0?2/\ GYO?_ MJ/^$'TC_GYO?_ M +:MBB@#'_X0?2/^?F]_P# MJS/"OA73M0TZ2::>Y!%S(H"7#*,!JZNL?P/ M_P @B7_K]F_]"H /^$'TC_GYO?\ P+:C_A!](_Y^;W_P+:MBB@#'_P"$'TC_ M )^;W_P+:C_A!](_Y^;W_P "VK8HH Q_^$'TC_GYO?\ P+:C_A!](_Y^;W_P M+:MBB@#'_P"$'TC_ )^;W_P+:C_A!](_Y^;W_P "VK8HH Q_^$'TC_GYO?\ MP+:M#3=.@TJU%I;O(RAB47\S6Q6/9?\CO M>_\ 7E%_,T ;%%%% !1110 5X!_P48_X*&?"7_@G5\#T^(_C;3;SQ%XIU^]7 M2?AQ\.]#4R:KXLUB0A8;.VB4%B-SH9) I"*>C.R(^S^WE^W5\"O^">'[/&I_ MM#?'?5Y1;6[K::#H-@OF7^OZE(#Y&GV<0YDFD88]%4,[$*K$?-__ 3I_84^ M.GQ:^.4G_!6'_@IYI,+_ !AUNR:'X:?#AW\VQ^%6AR9*6D(/#:A(C9GGP&!9 MD&TLXH VO^"9?_!//XM>&/B/JW_!27_@HMJ=IXD_:1\?6/E"U@;S-.^'>C,6 M:+0M,4DA-JL1-*"2[%P&?,DLWVY110 4444 %%%% !1110 4444 %%%% !6/ M9?\ ([WO_7E%_,UL5CV7_([WO_7E%_,T ;%%%% !1110 4444 %%%% !1110 M 4444 %%%% !1110 445Y/\ MP?ME?!O]@+]E_Q7^U=\=]3DAT#PM8B0VMM@ MW&H7+L(X+.!20&EEE94&< 9+,0JLP /6*Q_ _P#R")?^OV;_ -"K^/+_ (*. M?\%]/^"B/_!1?QQJ-QXD^,VL>!_ TLSKI7PY\%:O-9V$%OGY4N7B*/?R8 )> M;(W9*)&I"CYB^$_[3_[27P(\5Q>.?@I\??&7A/6(9?,34O#WB6ZLYMQ.3EHG M!8'N#D$<'(H _O"HK\8/^#<;_@XY\:?MO^-+;]A;]NG4K*3XD264DG@CQO# MEN/$HA0O+:7,2 (EVL:M(KH%25$<%5=09?V?H **** "BBB@ HHHH **** " MBBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH ** M** "BBB@ HHHH **** "BBB@ KPO]K#_ )+9\#_^Q[E_])FKW2O"_P!K#_DM MGP/_ .Q[E_\ 29J /=**** "BBB@ HHHH **** "L?Q+_P A?1_^OT_^@FMB ML?Q+_P A?1_^OT_^@F@#8HHHH **** "BBB@ HHHH **** "BBB@ HHHH ** M** "BBB@ K'\2_\ (7T?_K]/_H)K8K'\2_\ (7T?_K]/_H)H V**** "BBB@ M HHHH **** "BBB@ HHHH **** "BBB@ HHHH *Q[+_D=[W_ *\HOYFMBL>R M_P"1WO?^O*+^9H V**** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ H MHHH *Q[+_D=[W_KRB_F:V*Q[+_D=[W_KRB_F: -BBBB@ KS3]KW]KGX$_L-? ML_Z_^TK^T9XQCT;PUX?MM\A&&N+V<@^5:6T9(,UQ*WRH@ZDY)"AF&S^T'^T# M\'_V6/@UX@_: ^/?CFS\.>$O"^GM>:QJUZQVQH, *JC+22.Q5$C4%G=E5020 M*^!_V1/V?OC!_P %?/V@=!_X*A?MY^!KO0?A3X9N/MG[,WP+UE00B$#9XGU: M+[LEU*,/!&_]>47\S0!L M4444 %%%% !1110 4444 %%%% !1110 4444 %%%,N+B"T@>ZNITBBB0O))( MP544#)))Z #O0 ^OPM_X/@OBMXJT3X(? #X)V-S*NB^(_%&O:SJ4:YVO<:?; MV<-ON/LNHW&!^/:OV>^+7Q;U#P9\!-<^-GPG\ WGQ'GL/#LFJZ%X>\*WD+3: M^!%YD<5K(S>6YD&-I!.[(V[B0#^=/_!S/^P#\4/^"C/_ 3!\/\ QE^'7PPU M&V^(WPR:/Q2/!LFR>_%E<6JC4].7RB5DGBQ%*=A;>;-E3<77(!_*;1110!W? M[+OQ7\5_ G]I7X?_ !I\#7$L6L>%/&FF:MIK0@EC-;W4!*X*]P2#UK M^\&OXW/^" __ 3C\"QMY1+ M':,W3S+J2,0*H^;#2. 1$Q']D= !1110 4444 %%%% !1110 4444 %%%% ! M1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %% M%% !1110 4444 %>%_M8?\EL^!__ &/Z5X7^UA_R6SX'_ /8]R_\ MI,U 'NE%%% !1110 4444 %%%% !6/XE_P"0OH__ %^G_P!!-;%8_B7_ )"^ MC_\ 7Z?_ $$T ;%%%% !1110 4444 %%%% !1110 4444 %%%% !1110 444 M4 %8_B7_ )"^C_\ 7Z?_ $$UL5C^)?\ D+Z/_P!?I_\ 030!L4444 %%%% ! M1110 4444 %%%% !1110 4444 %%%% !1110 5CV7_([WO\ UY1?S-;%8]E_ MR.][_P!>47\S0!L4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !11 M10 5CV7_ ".][_UY1?S-;%8]E_R.][_UY1?S- &Q6%\3_B=\/?@M\/-9^+/Q M8\8V'A_PUX>T^6^UO6M4N!%;V=O&NYY'8] !VZDX !) J_XH\3^'/!/AK4/& M7C'7K32])TFREO-3U/4+A88+2WC0O)+([$*B*H+%B0 2:_,;P]I7C;_ (.) M/C?;^/\ Q99:EHG[$/P^U_S/#FBW*26\_P 9=8M92/M=PC ,ND0R+A8V \QE M.?GW"W +/P.^&7Q%_P""]GQUT;]M']J#P?J&@_LI>!M6^V_ SX3:U T4GCR] MCW*OB35H3UMAD_9[=LJRDYRAD-Q^GJJJ*$10 !@ #@"H=,TS3=%TVWT?1]/@ MM+2T@2&UM;:(1QPQJ JHBJ %4 #@ 8J>@ HHHH **** "BBB@ HHHH *** M* "BBB@ HHHH *Q[+_D=[W_KRB_F:V*Q[+_D=[W_ *\HOYF@#8HHHH **** M"BBB@ HHHH **** "BBL/3?B=\-]:\?:I\*M'^(&B7?B?1+*WO-9\.6VJ0O? M6%O/N\B::!6,D22;'V,P ;:<9Q0!N45Y_P##'XA_''Q3\8?B'X,^(OP!'ACP MIX;O=/B\"^,!XF@O!XLBFMO-N91;(JR67D2%82L@.\[F5B!1\#/V?K+X%ZOX MYU>S^*WC;Q,?'7C2Y\27%OXQ\0-?QZ/),D:?8[ ,H-M9HL2!(,LJ<[< XH 9 M^SU^TU\*OVK_ )JWCSX&ZW>7-CI7B34O#]Q/JNA7-FT6H64S03J8;A8Y"JR M#K@9]0>E/X+_ [^-7BK]F&+X7?MX7_@WQ;XIUG3+^P\^$_PH^'7P+^&NB?![X1^$K70?#/ MAO3H[#0]'L@1%9VT8PD:[B3@#U)-=#110!^97_!1O_@U>_X)[_MW^.=1^,W@ M*^U?X0>-M6F>?5;_ ,(6\4VF:A<.(-%BNW632O#/@>WTBXD56Z?:)KJ[49YR1%WXQ7[O5C^ M!_\ D$2_]?LW_H5 ' ?L;_L0_LP?L!_!NU^!'[*7PIL?"WA^"3SKE8&:6YU" MX( :XN9Y"9)Y2 !N=C@ *H5551ZO110 4444 %%%% !1110 4444 %%%% !1 M110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%% M% !1110 4444 %%%% !7A?[6'_);/@?_ -CW+_Z3-7NE>%_M8?\ );/@?_V/ MR_P"1WO?^O*+^9H V**** "BBB@ HHHH **Y/XS?';X-_L[^$(_'W MQR^)>C^%=&FU.VTZ'4M;O5@BDN[B01PPJ6ZN[D >YZ D9?QZ\2?M'^'9?!B M?L[?#/P]XD2_\;V-IXX?7]=:R_LK0&#F[O;<*C?:)TVHJ0G 8R9)P#0!Z!7G M_C#]HGPUX+_:%\&_LWW_ ('\77>J>-]+U*_T_7--\.RSZ191V2HTJWEVOR6S M-YB*@;AV8*#D@$^*W[-?PZ^,GQ0^'OQ=\7WFNQZM\,]7NM2\-)I6OW%I;O/< M6S6\GVF*)E6Y7RV8!7R!N;LS ^@4 >?R^"?V@&_:@B^(D/QNL$^%Z>"&T^;X M=-X9C:YEULW0D&IC4-X=$6!1"(-K*2[,<$+C=TSX/_"C1?B?JGQLTCX;Z';> M,=;TV#3M7\4PZ7$NH7EI 6:&WDG"[WC0L2$)P">E='10 4444 %%%% !1110 M 5C^!_\ D$2_]?LW_H5;%8_@?_D$2_\ 7[-_Z%0!L4444 %%%% !1110 444 M4 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 M 4444 %%%% !1110 4444 %%%% !1110 5X7^UA_R6SX'_\ 8]R_^DS5[I7A M?[6'_);/@?\ ]CW+_P"DS4 >Z4444 %%%% !1110 4444 %8_B7_ )"^C_\ M7Z?_ $$UL5C^)?\ D+Z/_P!?I_\ 030!L4444 %%%% !1110 4444 %%%% ! M1110 4444 %%%% !1110 5C^)?\ D+Z/_P!?I_\ 036Q6/XE_P"0OH__ %^G M_P!!- &Q1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !6/9? M\CO>_P#7E%_,UL5CV7_([WO_ %Y1?S- &Q1110 4444 %%%% !1110 4444 M%%%% !115?5M7TK0-+N-RLK2%IKN\NYECBAC499W=B J@ DDG % %B MBOA/XR?\%[_V;I/'=W\!_P#@G]\+_%O[4?Q)MSLDT3X2VGFZ/8.20K7NLN/L MMO"2"/-0R@'@XKE3^Q1_P6*_X*%_Z=^W_P#MB0? 'P!>YQJT\)_Y M97^OR[F#8RKI;AX9%8\+0![M^V9_P6)_8'_8=UI?A]\3OC!_PD'CZXD\G3OA M?X LVUKQ%>3G[L(L[?)A9L':9VB4XX-?@M_P=0_M/_MB_M5'X$^/_P!HW]A_ M4/@CX0!\3CX;Z=XIUR*?7]51O[(-W/?6L?\ QX8Q:A(6^?+29)&VOZ%/V,_^ M":'[#G[ .BMIO[*_[/.A^';Z>,IJ/B22)KO6-0SRQGOIR\\@+9;87V D[5 X MKYU_X+G?\$,?^'T?_"KO^,HO^%:_\*U_MO\ YDG^V?[1_M#[!_T^VWD^7]A_ MV]WF_P .WY@#^0*BOW^_X@8_^LHO_F$__OU5.#_@QY\[6Y]&_P"'GN/)A63S M/^%*]<]L?VU0!^!M?W^5^ /_ ! Q_P#647_S"?\ ]^J_?Z@ HHHH **** "B MBB@ HHHH **** "BBB@ HHHH ***RO'7CKP;\,/!>K?$;XA^)K+1=!T+3IK_ M %G5]2N%BM[.VB0O)-([<*JJI))["@#5K'LO^1WO?^O*+^9K^?'_ (*.?\'E M_P 7=4\<:C\//^":/PWT?2?#5I,\$7Q!\:Z:]U?ZE@X$]M9LRQVL9P<"<2NR MD$K$V5'RY\)?^#M7_@L1\//'0\8>-/B+X-\<6KD+^TWPYI$G@WXF^';-9_%' M@"_O!,P@+!/MEG-M7[3;;R%8[5>-F574!HW?[AH **X3X#?M+_!']J#0=?\ M$7P%^(%OK]IX9\5W_AG7)HK2:+[%JUFRK/!_[=NB>!Y?%FLV^H6?BBQ^'\UV=(ELII9DBCC-SB96^RM&DGS$> M8'*M@C !T_Q>^)I^%?P>\1_%[2_ FO>,/^$?T&YU2+P[X/M$N]2U80Q-)Y%I M$SJ)IG"[43<"S$ 9) KD_B7H?Q7_ &H_V2VL?A3\2O$WP3\5^,?#MC=66N2Z M#;W&K>&7E\F:6"2UN,Q^>$\R!P>4+,5(958=/\!O@9\+_P!F;X.>'?@%\%?# M;:/X3\)Z9'I^@:6]]/W2NMH Q==\!>&/&WA>W\*_$ MSP_IGB6WB>VGFBU?2XIH9;F!UDCG\IPRJZRHLBD#*,H(((!K:HHH **** "B MBB@ HHHH **** "BBB@ K'\#_P#((E_Z_9O_ $*MBL?P/_R")?\ K]F_]"H MV**** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ MHHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH *\+_:P_ MY+9\#_\ L>Y?_29J]TKPO]K#_DMGP/\ ^Q[E_P#29J /=**** "BBB@ HHHH M **** "L?Q+_ ,A?1_\ K]/_ *":V*Q_$O\ R%]'_P"OT_\ H)H V**** "B MBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH *Q_$O\ R%]'_P"OT_\ MH)K8K'\2_P#(7T?_ *_3_P"@F@#8HHHH **** "BBB@ HHHH **** "BBB@ MHHHH **** "BBB@ K'LO^1WO?^O*+^9K8K'LO^1WO?\ KRB_F: -BBBB@ HH MHH **** "BBB@ HHKYW_ &TO^"J_[!W[ :)IG[1OQ\TVT\1W.T:;X&T16U+7 MK]WQY:1V%L'E&\D!7<)&2?O"@#Z(KB/C]^TK^S]^RMX!G^*/[2'QE\-^"/#\ M&0VJ>)=6BM8Y' SY<>\@RR'M&@9V/ !-?$'_ TU_P %MO\ @HG_ *)^R%^S M7IW[*WPZO.$^)GQQLEOO%5Q">DMIH2$QV\@R#MNBR,.5<&NW^ 7_ 07_9"\ M&>/H?C[^UWX@\3_M*?%)<,_C7XU:B=3AM6SNVV>G-FUMH@V"B%)&CP-KB@#C M+K_@LM^TO^VK%O^"-'["NN?$#3Y)#$/C=\6(IO#O@RWY(\Z%9 MWJ2@_> MCB$<@R#M(J72/^"(OQ._:SU2W\>?\%E?VV/%'QKD29;B+X3^$II/#O@>P<$% M5-K;%)KXH0-LTK1L1D.K9K]"K6UMK&VCLK*WCAAAC"111(%5% P% ' ' I M] '+?!OX'?!K]G?P):?"_P" _P *_#_@[P[8C%KHOAK28;*V0X +;(E4%C@9 M8Y9CR2374T44 %%%% !6/9?\CO>_]>47\S6Q6/9?\CO>_P#7E%_,T ;%%%% M!1110 4444 %%%% !1110 4444 %%%% !1110 5^-'_!Z#^UIXP^$/[%'P]_ M9;\(:M-91_%KQ3=3^('@DP;K3M*2"1K9N^UKFZM)#C_G@ >"0?UPU[XT_"/P MO\4-!^"?B+XE:)9>,/%%K=77AWPQ<:C&M]J,%LH:>6&$G>Z1@@LP&!ZU^+'_ M >G_!KXS_%+X8?"_P"(_A#X#:YJ'A3X80:C?>)?']M-";'3UU*>SM5M9(\^ M:',EO;MO V8DP>>@!_.C1110![O_ ,$R/VM/&'[#_P"WI\+OVE/!^K36PT'Q M;:+K444FT7FES2"&]MFSP1);O*O/W25;JH-?VC?!;X)>(/A+XJ\>>)-:^.WC M'Q?#XT\6/K-AI7B>]BFMO#430QQ_8; *BM';C9NV,S#K_ M T_8 UGX:_#W0O"D,,>K^./B9H]WJ$^M:G+ EPMK8VT.$2UCBEB$MTYU3P\[7?B'PQI<\R32W=^)M]MJ%S';7$L"Q1F&+,*N MD^6:@#]":*^-?VDO^"M?A'0_V2?@G\8_V5M,L?$7B[]IC7]%T'X/:5KQ9;>& MZU#:9+K4%B8.(;)"QG1&#%U6,,N[>MZ[_:X^-?[(/[;WPM_9$_:Q\?Z3XRT# MXY:=J47@3QS8>'1I,^G>(+!(Y9M-NH4EDC>"XAE5K>0;9%D1HG\W<)% /KRB MBB@ KPO]K#_DMGP/_P"Q[E_])FKW2O"_VL/^2V? _P#['N7_ -)FH ]THHHH M **** "BBB@ HHHH *Q_$O\ R%]'_P"OT_\ H)K8K'\2_P#(7T?_ *_3_P"@ MF@#8HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ K'\2_P#( M7T?_ *_3_P"@FMBL?Q+_ ,A?1_\ K]/_ *": -BBBB@ HHHH **** "BBB@ MHHHH **** "BBB@ HHHH **** "L>R_Y'>]_Z\HOYFMBL>R_Y'>]_P"O*+^9 MH V**** "BBB@ HKFOBW\9OA%\ O UW\3?CA\3M \(>';!"-.D!PS->W2I)>,A!)AC5&8#*,V10!^A,\\%K ]SF3Q)_P64_;LU?QCI$S"1_@7\') M9_#W@^$9SY-Q*A6[U)1SAI#&Z]G(K[7_ &>?V7OV=?V2_ ,7PO\ V:/@KX;\ M#Z#%M)T_PYI4=LLS@8\R5E&Z:3UDD+.<\DT ?$I_9Y_X+@_\%%#]I_:E_:#T MS]DSX;WAR_P\^#-ZFI>,+F _\L[K7&'E6CX/#VH(/1H^]?1'[%G_ 2:_8+_ M &!Y&U[]G_X$6 \5W.YM3^('B.1M4\07\C_ZR22^N-TB[SRR1%(R>=M?1U% M!1110 4444 %%%% !1110 5CV7_([WO_ %Y1?S-;%8]E_P CO>_]>47\S0!L M4444 %%%% !1110 4444 %%%1WEY9Z=:2ZAJ%U'!!!&9)IYI J1H!DLQ/ ' M))H DHK@?VF_VB/"G[*_P/UCX]>,?"?BC7],T7[,)M+\%:#)JFI7!GN(K>,0 M6T7S2G?*F<=%RQX!J/\ :1_X:?O/A:LG['USX(B\7/JMBP/Q$AO/L!T\SI]K M'^B_O4G\@N8R5*[P PP20 >A5P7QR_:;^"'[-UUX-LOC3XW71)/B!XTLO"7A M'?87$RW^LW>_[/:[HHV6(N(W(:0JGRGYJ9^T/^S?X&_:8T'P_P"'?'NM^(K& M#PUXQT[Q+8/X;UZ;3Y)+RRD,D*2O$09(=QRT1^5BJYZ"N]FM;:X>*6>WC=H9 M-\+.@)C;:5W+GH<,PR.Q([T <%\8?%O[1'AWQUX!TKX,?"+1_$>@:MXB>W^( M6K:CXB%G-H.FB%F6Y@A*'[4YD"J4# @'H>$] U%(M,\3_:K<0*FI1.C>>D/S21@%2LC!LY45W]% &-JWPZ^ M'VO>,](^(^N>!-&O?$/A^"YAT'7KO2XI+W38[@(MPEO.REX5E"('"$!PBALX M%+\0?A_X)^*_@;5_AE\2?"]EK?A_7].FL-:TC48!+!>6TJ%)(I%/#*RD@_6M MBB@#^,?@MX7\"VZL#< M:UXF\>Z=/;QQDXW[=.ENI6[X 3/'.*_K7K'LO^1WO?\ KRB_F: /BS_@B[_P M0E_9[_X)">#+[7M-UP^-?BEXBLUM_$OCR[LA ([<,'^Q64.YOL]ON"EB6+RL MJLQ 5$3[KHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ K'\# M_P#((E_Z_9O_ $*MBL?P/_R")?\ K]F_]"H V**** "BBB@ HHHH **** "B MBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH *** M* "BBB@ KDOCA\:?!GP ^'%[\2?&QNI8;=HX+#3--MS/>ZK>RL([>QM81S-< M32LL<<8ZLPR0 2.MKXI_:V_X)Y?\%&?CY^U9:_M&_!C_ (*J:/\ #;3= L)+ M3P7X2;]GZRUV/1O-3;/=>;>ZB1)=R*6C-PL4;+$S1*%5Y?, .3\=?L;?$[X) M_P#!*+]KWXA^*[.!OC-\<_!'C+Q;XT@TJ?SDL;J?2)XK31K:4#,B6ELL=NLG M\K^%['_@VT\'ZQ%+"NG6O[.6J/>OQL5H[.Z\_.?1UDS[YK MW3]C/]DO]L?X0>+/$GC+]MO_ (*%77QYGU/28=-\/Z>OPULO#&GZ/!O=[HM; M6DTB79)\T:Q%5XD:O,-,_X)._$WP)^S+XJ_P""=?P?_:0T_0/V??%E M[J2+IS>&I9O$>@Z)J,SS7^AV-X;D0>3(TUPL=Q+ \D,4[(5E8+(H!^7_ .QC MX8\;>'O ?_!'#4OB%#,-(7Q=\00K3$[$GNM3\[3MW3EX3&8^O"MCW^Z_^"]M MMJFL_MI_\$^/#OAG"?V>? TQ\"3?"75=&UCX.>(-)M!._A34M)"BPE6)V GB5%\J2)F'F1 MNPW*VUUI^$_V(O'OQ"_:U\)_MI?MB?$#P[XD\3?#?0+_ $OX9^'_ CH,]CI M>AR7P1+_ %)C<7$\L]W-'&D0Y2.&(%0LC'S: /I.BBB@#R_XK?LE?#7XQ>+G M\:>*-?\ %%O=O D)CTGQ'-;0[4& =B'&?4]Z\2^+O[+7P\^$/QR^#UQX8USQ M+<-J/C0Q3C5=?FN0H2$N-@<_*Y?_29J /7 M/^$'TC_GYO?_ +:C_A!](_Y^;W_ ,"VK8HH Q_^$'TC_GYO?_ MJ/\ A!]( M_P"?F]_\"VK8HH Q_P#A!](_Y^;W_P "VH_X0?2/^?F]_P# MJV** ,?_A!] M(_Y^;W_P+:C_ (0?2/\ GYO?_ MJV** ,?\ X0?2/^?F]_\ MJS-<\*Z=:Z MCIL,<]R1/WI75UC^)?^0OH_P#U^G_T$T '_"#Z1_S\WO\ X%M1 M_P (/I'_ #\WO_@6U;%% &/_ ,(/I'_/S>_^!;4?\(/I'_/S>_\ @6U;%% & M/_P@^D?\_-[_ .!;4?\ "#Z1_P _-[_X%M6Q10!C_P#"#Z1_S\WO_@6U'_"# MZ1_S\WO_ (%M6Q10!C_\(/I'_/S>_P#@6U'_ @^D?\ /S>_^!;5L44 8_\ MP@^D?\_-[_X%M1_P@^D?\_-[_P"!;5L44 8__"#Z1_S\WO\ X%M1_P (/I'_ M #\WO_@6U;%% &/_ ,(/I'_/S>_^!;4?\(/I'_/S>_\ @6U;%% &/_P@^D?\ M_-[_ .!;4?\ "#Z1_P _-[_X%M6Q10!C_P#"#Z1_S\WO_@6U9FN>%=.M=1TV M&.>Y(GN2KEKAB0-O;TKJZQ_$O_(7T?\ Z_3_ .@F@ _X0?2/^?F]_P# MJ/^ M$'TC_GYO?_ MJV** ,?_ (0?2/\ GYO?_ MJ/^$'TC_GYO?_ +:MBB@#'_X M0?2/^?F]_P# MJ/^$'TC_GYO?_ MJV** ,?_ (0?2/\ GYO?_ MJ/^$'TC_G MYO?_ +:MBB@#'_X0?2/^?F]_P# MJ/^$'TC_GYO?_ MJV** ,?_ (0?2/\ MGYO?_ MJ/^$'TC_GYO?_ +:MBB@#'_X0?2/^?F]_P# MJ/^$'TC_GYO?_ M MJV** ,?_ (0?2/\ GYO?_ MJ/^$'TC_GYO?_ +:MBB@#'_X0?2/^?F]_P# MMJ^?_P#@J/\ M8:1_P $U_V$_'/[:W_"M[WQI_PA?]F?\4S_ ,),VG?;/MFJ M6EA_Q\>3/Y>S[5YG^K;=LV\;MP^F*^ /^#H[_E!1\<_^Y9_]2?2: /SG_P"( MV72/^D8E[_X?=O\ Y2U"G_!ZYIRWSW3?\$R;DHR *@^.3!@1W+?V-S]*_""B M@#]Y?^(V72/^D8E[_P"'W;_Y2U^O_P#P2X_:PTC_ (*4?L)^!OVUO^%;WO@O M_A-/[3_XIG_A)FU'[']CU2[L/^/CR8/,W_9?,_U:[=^WG;N/\3=?T6_\$(_V M?/\ @KK^UA_P2H^%GPS^'/[6OAGX"? :T_MR*P\1>"M*:_\ &WB)6US4'NAY MLQ\G346=I8DDB(E BW$,&% 'ZC_MD_MU?L%_L!>'EU[]J_\ :2TSPM/-%YFG MZ$^I/2&^GA/_+6PT*$M(21AHY)RT3AAD+7T/\ L;?\$:_V"/V) M_$+?$WP)\*9?%?Q$N)?/U+XJ?$B_;7/$5Y<=Y_M5P"('/H_$R\QH=@YP66RT:,FV@B)' M^J?S5SR *^V=%^%G@_PUI%MX?\.V+Z?864*PV=E9/Y4,$:C"HB+A54#@ 5 MT5% &/\ \(/I'_/S>_\ @6U'_"#Z1_S\WO\ X%M6Q10!C_\ "#Z1_P _-[_X M%M1_P@^D?\_-[_X%M6Q10!C_ /"#Z1_S\WO_ (%M1_P@^D?\_-[_ .!;5L44 M 8__ @^D?\ /S>_^!;4?\(/I'_/S>_^!;5L44 8_P#P@^D?\_-[_P"!;4?\ M(/I'_/S>_P#@6U;%% &/_P (/I'_ #\WO_@6U'_"#Z1_S\WO_@6U;%% &/\ M\(/I'_/S>_\ @6U9EKX5TZ3Q3=6#3W.R.VC92+AMV23U-_^!;4?\(/I'_/S>_^!;5L44 8_P#P@^D?\_-[ M_P"!;4?\(/I'_/S>_P#@6U87P-_:+^"7[2WA_5?%7P*^(ECXET_0_$=YH.KW M5@'"VNI6K!;BV;>H.]"PSVY&":H_LW>._CQ\5OA GB3]HWX$?\*O\4SZA?P2 M^&K;Q1;ZOY%LEQ(EM<+=0J$8R0B.3:5!1F*E>* .CU7PYX5T+3+G6];UN6SL MK.!Y[N[NM1,<4$2*6>1W8@*JJ"22< DURVH^,OA_?\ P+U#X^?"*>]^(FE1 M>'+G5]"@\#ZM%?/X@6*)Y$ALI%D\J9Y2FR,[PI9A\P'-3?L\_!+Q5\*/V?=, M^"GQD^-&L?%74;>VNH=:\7>++.%+K6%GFED*S1Q 1A523R@H&-B*#GDGI_AM M\,_AU\&_ NF?##X2^!=(\,^'-%MA;Z1H.@Z=':6=G%DG9%%$H1!DDX Y))ZF M@#S>31OBA\>OV2QXF^&SZU\*/'_BKP2+G1X?%MDMW/X7U2:WW)'=VV[9,892 M%= <-M..M3^,/V0/ 7QX_9G7]G#]K=U^(%IJWAVTL/&\C+)86^MW$:QM+<"& M&3-N'FC\U41SLR &.,UZ[10!SFA_"WPKX;T2S\.Z(+R"RL+6.VM(!>NPCB10 MJ+DDDX R235O_A!](_Y^;W_ ,"VK8HH Q_^$'TC_GYO?_ MJ/\ A!](_P"? MF]_\"VK8HH Q_P#A!](_Y^;W_P "VH_X0?2/^?F]_P# MJV** ,?_A!](_Y^ M;W_P+:C_ (0?2/\ GYO?_ MJV** ,?\ X0?2/^?F]_\ MJS+7PKITGBFZL& MGN=D=M&RD7#;LDGJ:V_%GBOPWX$\*ZGXX\8ZU;Z;I&C:?-?:KJ-W($BM;:%# M)+*['[JJBLQ/8 U^>W_!"[_@MAX<_P""LOQ#^-&@W^F6^D:KX2\3RW/A+3MN MR6[\*RRE+.9U)YG0J5FQP#+%_>H _0'_ (0?2/\ GYO?_ MJ/^$'TC_GYO?_ M +:MBB@#'_X0?2/^?F]_P# MJ/^$'TC_GYO?_ MJV** ,?_ (0?2/\ GYO? M_ MJ/^$'TC_GYO?_ +:MBB@#'_X0?2/^?F]_P# MJ/^$'TC_GYO?_ MJV** M ,?_ (0?2/\ GYO?_ MJ/^$'TC_GYO?_ +:MBB@#'_X0?2/^?F]_P# MJ/^ M$'TC_GYO?_ MJV** ,?_ (0?2/\ GYO?_ MJ/^$'TC_GYO?_ +:MBJ>O^(- M \*:-<>(O%&N6>FZ?9QF2[O[^Y2&&!/[SNY"J/_^!;4? M\(/I'_/S>_\ @6U<=H?[9?[('B;QM8_#7PW^U9\-M0\1ZG.8=-\/V/CG3Y;V M[E )*10),9)&PK'"@G /I5+]JK]N+]DK]A_P_IGBG]K+X\:#X%L-:N)8-)GU MN9E^V21J&=(U569BH920!W% '??\(/I'_/S>_P#@6U'_ @^D?\ /S>_^!;5 MXY^R!_P4_P#V#_V^?%.O^#/V0OVA].\;ZCX8M(;K7(=.TV]B6VBE=DC;S)X4 M1\LC#"%CQD\$9X;]K;_@LI^S#^QU\:;W]G_QO\+_ (O>)O$]A9V]S/:^ ?AC M>ZM%LFC$D>V:,"-B5SD!L@J0<4 >N?M5?%KX0_L?_LX^-/VG?BWK-[;^'O!' MA^XU34-MZ0\_EK^[@CSP999"D2#N\BCO7Y%_\&O'_!8'Q?\ MG?'WXM_LP?M M2^+[B3Q'XJUR]\=> LWSA(XY''V[2H"?\ !T)_P6ZT M7]KGX)>!/V-_@EX)\=>#;/4KEO$?Q'T/Q]X?;2=400RO%IUI-;%V*HY5[S#' MYE-HXQFOR._9+_:8^(_[&W[2W@G]J/X2WODZ_P""/$$&IV2LY5+A4.);:0CG MRIHC)"X'5)&'>@#^Z#_A!](_Y^;W_P "VH_X0?2/^?F]_P# MJYO]E_]HKX< M?M#?VF/A'J7VKP[XV\/V^JZ8S$%XEE0%H9 /NRQONC=?X71AVKO* ,? M_A!](_Y^;W_P+:C_ (0?2/\ GYO?_ MJV** ,?\ X0?2/^?F]_\ MJ/^$'T MC_GYO?\ P+:MBB@#'_X0?2/^?F]_\"VH_P"$'TC_ )^;W_P+:MBB@#'_ .$' MTC_GYO?_ +:M#3=.@TJU%I;O(RAB%_M8?\ );/@?_V/O;;/G:,_B.&YU%<=?\ M0[ )=(\/OZ;] M0U#R_*SQC=%TSZ4 ?H+17Y\_\)]_P$_@-\ /V:M&N/OR>,_$MQXNU MZW4]#$MB%LV8=Q(!6>W_ 1_^,_QU\4KX+_X* _\%M_C1X^UBXTXZA<^ OAW MJ=EX)L+FS$@C9I+"Q#R36X=A'OROS$9()Q0!]A_M _MQ?L;?LI6KW'[27[4G M@+P0Z)N%IXC\4VMM_L-?ME?\$L_B MY^SI^R9/X[^(,FIR:(EWXUT/X?W\?AW2#;Z[I]PQN[ZY2(('\GRD*JX>66-0 M<-N'V7^S[_P3,_X(4?LU_M4+^R5\/OV5O!M_\78_!'_":M;^-=#O->O&TK[; M]D.H+>:FLT*N;G*;8Y!(#D[ O->5?\'-_P 4=;TS_@EM\>/V:-*_9VU_3O#& MG>!O"FM6?Q @MH8]#>9O&.E0?V5&%.X7*J#,5V@!,'N* /Y2:*** "OZ_?\ M@UQ_Y04? S_N9O\ U)]6K^0*OZO?^#5/X3?$G2_^"7'PK^,VI_'[6+_PMJOA MS7-.TOX;RZ?"MCI5S%XJU=I+Y)A^\>24$*5;Y0!Q0!^G]%>?Z!\+?BQIG[2& MO_%[5_V@M0U#P=J?ARTT_2/AJ^BP1VNE7<;EI;Y;D'S97E!"E&PJ@<4:!\+? MBQIG[2&O_%[5_P!H+4-0\':GX(/BYJW[0=_J'@S5/#EI8:1\-7T2W2VTJ\B! M=2\.VECHGPS/ANVBBTF]C_:*_M'X>ZAX=M++0/AB/"-K#_ &1?QN6GOSJ*L9[@RJ0ODL B8R,DT >@ M45Y_H'P[^.VG_M(>(/B;KW[17]H_#W4/#MI9:!\,1X1M8?[(OXW+3WYU%6,] MP95(7R6 1,9&2:70/A]\=]._:/\ $'Q*UW]H5=1^'FH^';2ST'X:#PE;0G1] M0C^_M%6,USYRD+Y+@)'M!7))H [^BO/\ P_X$^/EC^TAX@^(?B#X\V]_\ M.K[P[:6GA_X=)X7@BDTO4$]:_#&6<2*0HB("IC(R:/#_@3X^6/[2'B#XA M^(/CS;W_ ,.K[P[:6GA_X=)X7@BDTO4$]:_#&6<2*0HB("IC(R: /0**\ M_P##_@S]H*S_ &C_ !#XY\1?&C3[WX;7GAZTMO#O@2+PY''99%PHC( 7&>:/#_ (,_:"L_VD/$'CKQ#\:-/O/AM>>';2U\.^!(O#D<=SIV MHHY-Q=R7N2\RR+A1&0 N,\F@#T"BN \/^$/VA+/]H_Q#XU\0_+WX:WOAV MTM_#O@F+P^D5WINHHY-Q=/> EIDD4@",@!-O&1Z%\/M)O 3#<:M.CLLDH')BABCEF8<;O* M$>Y3(&'O/A_PK^T1:_M'^(?&'B/XK:/=?#.Z\/6EOX;\'0:$([VQU%7)N+J6 M[SF5'7 6/ "XSS7X4?\ ![-I/[25IXH^#NK^)/&NEW?PMO9M47PUH=GISQW6 MGZG'#:?:)+F;.V82J_[H H(Y>NXT ?B3\>/C[\9_P!I_P"*VK_'#]H#XD:I MXL\5Z[X,DLK=E4<+'&H^58T"HB@*J@ "N0HHH _83_@UT_X+:?%/ M]G#]I'PQ_P $^/C]XXN]7^%GC_4H])\'C4[@R-X6UB9MMLD#-DK;7$I6%H?N M))(DB[/WOF?T#7U$9/!!D_MI?$]@=(\DG?]J^T1^5 MMV\YW[<8YK^]6@#S_P"#.H?M.WOC+Q]%\?/#W@VR\/P>)]GPTG\,WES)=W6D M>2GSZ@DHV1W'F[\>4=I7&0",LOP&_9[TCX 2^,Y=)^)7C3Q(?&WCB^\3W?\ MPF?B)]1_LV:Y$8-E9%U!M[*-8U6*#)$8R >:[^B@"IH^@Z'X>MY+30-&M+&* M:YEN9HK.W6)7FD?*N/QH ] HKD-8^/?P=T7X$ M7O[3LGQ!L+SP#8>%)O$LOBC1W-_;2Z3';&Y:[A-L)#<)Y*EU\H.7&-H8D _) M?PK_ .#@C]A?X_?$[PY\,OV>/!'QE\>'Q+KUGI<'B#P]\(=3&F6?VB=(A=7, M]Q'$8K>/?ODDVG:BL<'&* /N.BO'_P!M;XZ?M*?L_P#PLL?%W[*_['%_\"UT&272SIOQ/A\0:H^H^="$AD^SHL0B,1G8N.=R(.C' M!]/T5\N?MI? ;_@JI\7_ (KVC_L8_M\>#O@]X'&A0QWR7_PM@\0:J=1\V8RR MH;EUB\HQ& *IYW*^>"*[C]ESX=?&C]D?]GS6YOVTOVUY_BUJ&GW=YK>J_$'6 M_"MGH,=AIZ6\;/%]GM6:-(HA%+)NSG]X0>%% 'YV?\'>_P#P4B_X9L_8VT_] MB'X^SRXDL_#<#CS\XY7[3*%@'9HTN5[5^"W_!(O]OWQ!_P3 M3_;X\#?M16,UPVAV=]_9WC?3[?)-]H=R52[CVC[[(NV>->GFP1D]*X[_ (*" M?M,']KS]LOXC?'ZPU_Q'?:+K_B[4;CPM'XIUF6^NK+2WNI9+:WWRDE$1'XB' MRIG:.!D^-T ?W'>#_P#@I;_P3M^(7B_1?AYX!_;J^$6N>(?$5Q%!H>@:/\1- M-N;Z]ED^Y&EO',9"QSPNW/7T-:/[87[>/[)/[ ?@C3OB-^U[\9[+P5HNKZ@; M'3+V]L;FX^T7(C:0QJMM%(Q.Q6/3M7Y(?\&@/C;]B/\ :(^ NJ?"CQI^RU\+ MO^%U_"#6%U'3?&DG@73O[:O]*N)"]O=_:S#YS36\^^$N&RJFVYRV:_;_ %KP MUX<\2+"GB+0+*_6WE\RW%[:I*(GQCOV*?^"NG_!/O_@HE MX\UOX;_L<_'>3QCJ?AW3!?ZL%\*ZI8110^:L65DO;:%9#N=.$).&!Z5C?MB? M\%9OAW^QS\8#\$=2_9!_:&^(NL#2H+_SOA/\*9M:M-DI<*GGB5$\SY&RN>,5 M]4PPPVT*V]O$L<:*%1$7 4#H !T%.H \L_8]_:?N/VNO@\OQ?N/V%_BYX7&CZQMCVXG:V$DFV-]WRG=SM;TKYE\;_\ !2'_ (*S0^,M7\,? M![_@@MXJ\1V>GZG<6MEK6L_'30M&@OXHY&5;A!/&S*CJN\ \X(!Y-?=M% 'G M_P 1O$O[1@_9LO/%GPC^&FAGXH2>&H[C3/"?B/6"-/BU-HU+6L]U#UC1RRF1 M/O;(_MO?#;]NSXF>$M$TK]A3]I;PK\,=6BU&1M M?U7Q1X,&M">U,>$2&)F54-T4AYA*T;OO<[2> MPP<=:]A_9$_9IN_V3O@U;_"&^_:'^)/Q0EAO[B[?Q9\5O$@U75I3*P;RC.(X M_P!TG1$V_*#C)KT^B@#X/\5_\&XG_!,SXC>)M2\5?%?1?B5XJFU6_FN[FWUK MXM:SY >1RY5$AN(PB GA1T"@=J^O/'O[._P6^*7P,N/V:?B-X!M=;\#7>CPZ M5=^'M2EDEBGM(@@2)V9M[@>6G)8L<9))S7:44 ?/?P7_ ."3W_!-/]G?QEIO MQ&^"O[#OPU\/>(=&G$VDZ]9>%H#>VS^-_A=\,_B M8EI'\1_AWH7B!;"4RV"ZWI$-V+9R,%H_-5MC$<$C!K=HH SO#W@_PEX1MS:> M%/"^G:7$0 8M.LHX%P .$ '0#\JY#]JK]I'X>#++(4B0=WD4=Z] KY _X+-_\ !,+XC_\ !67]G'2O MV8O#/[6/_"K?#T?B!-4\3^7X+.KOK7DJ?LT#?Z;;".))&,I!W[G2(_+Y?S ' M\@7[57[2/Q'_ &P/VCO&G[3OQ;O_ +1XA\;^(+C5-0VL2D'F-^[@CSR(HHPD M2#LD:CM7G]?O]_Q Q_\ 647_ ,PG_P#?JJ>A_P#!CS_;-HUU_P //?+VS/'M M_P"%*YSM.,_\AH4 :G_!F5_P4B^TV'BO_@F+\2]>^>V\[Q1\,OM$O6,D?VC8 M)GT8I=(@Y.^Z8]*_?:OQ%_9+_P"#/OXC_L;?M+>"?VH_A+_P51\G7_!'B"#4 M[)6^"Q5+A4.);:0C6L^5-$9(7 ZI(P[U^W5 !1110 4444 %%%% !1110 44 M44 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !111 M0 4444 %%%% !1110 4444 %>%_M8?\ );/@?_V/%_M8?\EL^ M!_\ V/&O["_L36_P"S+6\^S?:- M=T^UF_7Y)%MC[WVI=G>OPK_ .(H[_@NO_T?-_YC+PQ_ M\K*^(H?BU\2X/BROQVB\;:@/&*>(AKR^(_//VH:F)_M'VO?U\WSOWF[^]S0! M_>U17\@7_$4=_P %U_\ H^;_ ,QEX8_^5E?O=_P;M?\ !5W7?^"B_P"Q[H7A MWXZ>,/$'B7XQ:#I]_>>/?$%WX,73=/N4?5[N.S$$MO#%:R,ML+=66%<@HV[Y MMQ(!^A]%?)_[7G_!4O7/V6OC-/\ !'PO_P $V/VG/BK=P:?!='Q+\-/AHM]H M+>:I(A%\]P@\U>-Z;?ESU->H?LW_ +6SPW6A M?%26WL;JUCC;"S2GS"B(XY&6SP: /8**_$O]H+_@[8^*WPO^)EW\+_!W[#/P M]U:Y_M6:RT2ZT+]H2T\3-J>V1DC<0:+93M$7P&\MV##H>:]?^+/_ 7[_;<\ M7+X'^&'[(W_!(;XC:;XS^)UW_9G@S7OCK!_PC^CRW\<0FG98"XEG@$8?8S2V M^X%3U^0@'ZJU'>7MGIUI+?ZA=Q000QEYIII J1J!DLQ/ '9R&)/ '/(_MW_\&P/[0/[56J^!=/TS_@I_\1/%,!OKV?XD>(?C3KUSK9MP M$B-D-)TB$0VH7S!-YD)3BR\1>,--@\&Z#=9Z-'?7[-N7&"'OC-/\ MK6?B6ST*.X%QX9T'X':#X;@U0RVTD"FYGM T\OEEUE7+D[XE.<$ M@^F?MH?\$4/A_P#MO_M4V'[5WC;]N']H;P9JNB:<;/PUI/PT\?0Z3;:,DD*P MW)MF-K)+$;A%(FV.N_.#QP0#R#Q%\4?^"\_QJ^+'AWX$^//VBOV9_P!EK6/& MUI=W/A;PUI5G<>+_ !9/!;*'N9%2X*V,PB0@DK@<\]JQ/'O_ 2C\ ^)OC]X M6^!/_!27]NG]K'XY3^+]%O\ 4I[L:PVA?#^S2U ,D5Y%8,JV4L@.(U\S#@$ MY%?=W[+?[%?PM_9:^'WA_P %67B3Q-X]U'PQ+?OHWC?XH:JNM>(+=;Q]]Q&M M])&LBHV "JX!50#D 5\XW7_!M/\ \$8=9\377C+QA^R1<:_JEY=R7,]WK/Q" MUZ4%W@7 ''2@"]X)_8"_86_X)]_&30+GX4?\ !.OX,>%?A/:^ M&;J]\4?&_P 3:O9F^T&^61$M;7S-1WW#1R[L^=YVT-@$9P3W'A[]NWX _%7] MMOPGX2^"W_!3KX'ZYX:U#PW=:?)\)?#_ (ATS4]9U;6=QFCNH9K>X:2-(X$? M,6TAAENP(]]^('P.^$/Q7^$UU\"/BA\.]+\1>#KZPBLKWPYK=L+JUN8(RA2. M1),[P"B'YLG*@]:X?X3?\$\?V!?@-XEL_&OP3_8D^$OA+6].FV M=[;L0REDN(H%D4[689#="1TH \W_ &W?VD_V)/V!?V@?"G[8'[8_[9GBWP(F MI^%+WPOH/@V74+VY\.ZEMGCN9KLZ?;6TI-ZF^)//RI\O"8(JI^Q%^VQ_P2S_ M ."DW[1>O_M#_L=:_:^,/B!X-\'V^@:KXSD\'ZIIT\&C7%U+.EFDE];PB2,W M$4CE5!PRY/45]4:KX<\/:[-!<:WH-E>26I)MGN[5)#$3C)4L#MS@9QZ"KBJJ M*$10 !@ #@"@#Y&_:N_X*\^ ?V4OCGJGP('[#7[2_P 2-;TVVMI)[[X3_"&3 M6+*82PK,B1W'G1J[*) K#^%B17MO[,GQR@_:_P#V?;/XH>)OV>/'7@"#7A=V MMYX%^+'AI=/U6*))7A(N;4O(H25%WJ"Q#(XSU(KTVL_Q9XK\-^!/"NI^./&. MM6^FZ1HVGS7VJZC=R!(K6VA0R2RNQ^ZJHK,3V - '\5__!5S]B/QW^Q=^T[J M%IKG[-VO?"GPUXNN;K4_!'@[Q1XBLM0OK2P$I0C?;2,Y@#[EB>5$9E4KEVC= MC\QU]'_\%9_V^/$G_!2G]O/QU^U/JDMQ'I&HZA]A\&Z=<$@V&B6Y,=I%M_A9 MDS+(!QYLTA[U\X4 ?;O_ 0(_P"":%Q_P4M_;\\-^"_&/@S^V?AKX3NTU7XG M1P>(+2TGCL!',T"^3+()YX9;F.&"4VZ.R+.,M'N5Z_J?_;8_:H^.7[(>D^%( M_P!G[]@3QE\9[/4OM,&HVG@/4+.U.@QP+"( T!OVHK&:X;0[.^_L[QOI]ODF^T.Y*I=Q[1]]D7;/&O3S8(R M>E?VL^&/$OA_QIX;T_QCX3UBWU'2M6L8KS3-0M) \5S;RH'CE1APRLK!@1U! M% 'A/[#/[;7Q4_:ZNO$MA\4/V#?BM\%9O#T=H]N_Q'L((X=6\\S!A:O$[!S' MY0W@@8$L9YSQQ'[57_!8?X;_ +(_QRU?X(>-?V*_VE/$0T>.V=_&'@?X0S:I MH5UYUO'/B"[CE'F%!)M<;1M>-UYQS]=T4 >=_LJ_M*^#?VNO@;I'Q]\ ^$_% M.AZ7K,ERD&F>,] DTS483!<20/YMM)\T>6C8KG[RE3WKY+_XBF:^^*CNK6UO8&M;VVCFB?[T M#M'A@EU37]49D@MDFECAC M+X!(W22QJ..K"O,O@=_P50_X)Q?M*^/]/^%/P'_;6^'/BCQ/JQD&E^'M*\3P M/>W9CC:5Q%"6#N5C1W( /RHQZ X]M\4^$_"OCC0I_"WC7PUI^L:9=;?M.G:I M9)<03;6#KNCD!5L,JL,C@J#U%<5X1_9 _9+\ >-++XD^ _V7?AUHGB+32YT[ M7](\$V%M>VI>)XG,<\<0D3=')(AVD95V4\$B@#8^*/Q]^!/P/?3HOC3\:O"7 MA!M8>1-)7Q1XCM=/-ZT>S>(?/D7S"OF1Y"YQO7/45:^'WQC^$7Q:CGF^%7Q4 M\-^)DM51KI_#VN6]Z(0^[86,+MM#;6QGKM..AKDOVE?V*/V1_P!LBVTFT_:I M_9T\(^/TT'[1_8G_ E.BQ7;6'GB,3>2S@F/?Y46[:1GRU_NBJ/[+7[ _P"Q MM^Q)<^(+S]DW]G?PWX"D\5?9O^$@/A^U,0O?L_F^0&!) ">?-@#'WS0!ZXD\ M$DCQ1S(SQD"158$J2,C([< M.]>2V75/$=IXYUNQDE$%O';1#RK6\CA7$,,:<(,@9.223[U^RU^S#\(?V-O@ M5HG[./P(TB^L?"OAXW)TNVU+5I[Z=//N9;F3=/<.\DG[R9\;F.U<*.% H ]! MHKX!;_@WJ^"]BQD\&?\ !1C]L?PVY.0^A_M 7*%3UR/,@?G/S?45]??M1?!3 MQ-^T/\"=<^#O@WXZ^*_AIJ>K_93:>-O!-RD6IZ:8;J*<^2TBLN)!$8G!',.?\ @KC\6_B9X6TO[4-0\!^,])L' M@U,26LT,7F7$:B13&\B3 K]YHE!X)KT#]N?X!?MY_&__ (1:?]B'_@H!:_ Y M])^W#Q+!=_"G3_$R:_YOV?[.2UW(K6OD>7/_ *O/F?:/FQY:T >_U\@?\%P/ M^"8]G_P56_80UKX Z/>VMCXST>]CU[X?:G>$K%%JD".@AE8??M1^'_^"[Q^.VNZQ^Q7\0?V7A\.W^S'PYHWQ1TG M7CJ46VUB$XN)K$["&N1,5VCB-D_B!H _CM^-OP/^+O[-_P 4=8^"GQV^'NJ> M%O%6@79MM6T35[8Q30..A]&1AAE=25=2&4D$$\K7Z7?\'+'[>7QT_:8_:#\' M_LP_M'6/PPF\>?!;3;[3_B!K7PJMKEM)NM9N;II#;VLUZ/M1A@M5LXWCD/RW M1N\# 6OS8TS4;K2-2M]6L603VLZ30F2%9%#J0PRK@JPR.A!!Z$$4 ?KE_P & MNG_!%?XH?M/?M,^&?V_OCEX)NM+^%'P\U5-5\,2ZC;F/_A*-9@;=;BW!P7M[ M>95E>7[C/$L0W9D\O^H.OBS]D']J+XF_\%8/^"2'A3XP?L5_'G2_@]\0-8TN MST^_UV#PC;:Q;^&=4LYHH]0MET^2K$8CGA?VK9_91_X)]_MM?![X MX:5\:?VF/^"N7Q$^+L6G0W*3^#Y/!^FZ%HUZTL#Q!I;>UW$^6SB10&&&1>W% M 'UU5'2?$_AO7KJZL=#\0V-[-8N$O8;2[21K=CG <*24)P< XZ5X+^W+_P $ MM_V0O^"C.I^'+W]JWPUXAUFU\,V]S#9Z3I?C&_TRUN4G:-G\]+.6,RD>4-I) M^720J MZQL\EU-*Y*B1QU_BH X/]I/_ (+7?\$L?V1/'.J_#']H/]LSPSH7B/0YO)UC M08;>[OKRSDVA@DD-I#*ZMM93@C."/6O8_A#^TY\*OV@OV<=/_:G^!5SJ7BGP MIK.B3:IH1L-*EAN]2BCWC9%;W"QN)&:-E5'"$DC.,YK;M_@G\&K3QE=_$6U^ M$GAB+Q!?RK+?:['H-NMYG>&39V[R*KSM#/)(S%%);8""=N,C M-?3W[8-Y^V;9?!R23]@W1_AS>_$!M2@2"/XISWL>D):DMYSN;+]\7'RE0.O- M>I44 ?*7['?@+_@LO8_&%?&'[>OQ]^!E]X1.ESQOX.^%?A;4(V%TVTQ2B[OF M\S:F&!4CYMWM6Q^V[_P3_P#B7^V1XWT?6_#O_!0WXV?!_0]/THVE_H'PCU^' M3#J$AE9_M#W#1.ZOM;9P,845]*T4 >+?L1_L2>&?V'/ 6K^!/#?QZ^*GQ#.M MZO\ VE>ZW\6O&CZYJ'G>4D1"3,B;$(13L QG)[FN/U[_ ((T_P#!+/Q=\6-? M^./CC]ACX?\ B'Q3XHUB?5->U3Q)H_\ :/VR[F)],TP:;HB 22Q!KZZ@WM<.$B(3_]>47\S0!_-?_ ,$B_P#@C=_P7W_X)I_M\>!OVHK']B"X;0[. M^_L[QOI]O\3?#)-]H=R52[CVC4_G9%VSQKT\V",GI7]-%%% !1110 4444 % M%%% !1110 4444 %%%% !1110 4444 %8_@?_D$2_P#7[-_Z%6Q6/X'_ .01 M+_U^S?\ H5 &Q1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% M!1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 % M%%% !7A?[6'_ "6SX'_]CW+_ .DS5[I7A?[6'_);/@?_ -CW+_Z3-0![I111 M0 4444 %%%% !7R!_P %ZOVH_CM^Q=_P2>^*W[2_[-'CG_A&O&WAK^PO[$UO M^S+6\^S?:-=T^UF_--Y_&O@:B@#[_P#^(H[_ (+K_P#1\W_F,O#'_P K*_H^_P"" M"O[4?QV_;1_X)/?"G]I?]I?QS_PDOC;Q+_;O]MZW_9EK9_:?L^NZA:P_N;6* M*%-L,$2?*@SMRZG=VBR>(]4DC$_V:)X[=WC=)%25T8HZ.!M8$@'[?PT_X.E/\ @BY\0?#M[XEUG]IN]\)QVFJ"RBM?$WA.^%S=Y56$T<5K'.WD MY;:7<+@JV0 ,U\L?M'?\'IG[/OPW^)FM> _V?/V/M5^(^G6&IS6NE>)W\;+I MEMJD2L52XCB^Q33*C#Y@KJK8Z@4 ?MG17Y93_P#!TI^S!K'[+UMXO\)?"#XA MS_%74_#(\KPQI_PWU34-*TK6Y+=BD<]RT=L;BUCF*>8T.)&C.44DX'R_X'_X M+G_\%O?%/Q \/:_XU^ WBNZT&WU^RF\1>'/A!^R?KMX]Y8+,AN8(Y]5N$:,M M'NC#XW N"* /WMHK\DOV]O\ @JC^V'^U7\'M-^'G[)?_ 38_;Y^&.I_\)3: MW.H>);'X7V^CWLM@(YHY;<-,]R$R\B/]U?\ 4J=Z@FO/?V2/B+_P5$_9;^)\ M_P 9O!G[!G[=OQKUC4=*;2;C1_V@/CKI-OHEK;2SPRO.?VK;."&+2DGGN# +&SN;9/,9KB0 M^:XD*DX*L /3?@!HO\ P6S_ &4?AJ/A1^PI_P $4_V>O@YH5SX@&J:MIFI_ M%XZE%=.T<<.*%!*S.%\D91AC !]-?''_@O?_P $A?VH:A<65W!(T4T#I9VTI#HZLK+U!4BO?;[]I/P+ M-^RRW[7?@/0_$'B_PS-X$'BW1M/\+Z,\^J:Q8/9B[B2UM)-CO/+$5V0MM8LP M4X-?!EUX$_X.*]0U9_$7PJ_98_8B^'.KW6LC4=3UIY]3N;F^)3\U MNW]I0RCRW')*A),\+(G6@#NO@S_P5Y^-?QZ^+/AOP)X0_P""/'[3WA[0M;UJ MVL]2\7_$CPE;:%;Z3;22*CWJEI2)%C3RUP<.3V-?*/BS]CS_ M (.+/B9:VEKK'_!5SX2^#!;ZA%=L_@OX1-(TFPD^2QN7RT1XRO&X9!/JSQC_ M ,$Q?^"W_P 5K2SM?'?_ <'7NC0V>HPWR6W@K]GS3-/9I8R2J-/#>1R219. M&B?='( -Z&@#W[]B36/^"OFN_$#5=2_X*$^#_P!G_0?"#:,1H.F_"W4=8NM7 M34/-CYN9+L?9S!Y7F?ZOY]^WMG&?^V3^R/\ \%(_CY\78]<_9H_X*JS?!7P* M-(@AN/"FF?!W2M:NYKM6D,LXOKMU>(,IC 0 X*'UKQ#QG_P1@_X*#?%BSLK+ MXN?\%\OC+>)8:E#?VP\->#=-T3$\63&2;5P74$L2C$HPP"IVBD\;?\&_7C'X MQ6EEIWQT_P""RW[67B&VT[5(-2L8+;QM9V:V]Y"V8;A +5]LB9)5AR"01R* M/K_]D#X&?$[]F/X/CX??'/\ :Q\1?%S6Y]9FN3XO\7VMO:W#"54"VJ1PX0(I M1BHY/SFORH_X.+_^"1W[)'P"_P"";OQE_;"'Q*^)>M^.I-S=UB95MY;C9&5;8B;A]S-OC@;U8+R(DQ7" VBA)4!(61<,HZ$'FOE/_@OC_P $0/V/ MOV5_^"4?Q0_:5\)>./BSXC\5^%9=#ET:Y\6S&&Y ME7)'!((P10!_.-1110 5_15_P0U_:R_X+"Z;_P $HO@]\#OV!/\ @FAX?U_0 M]+O=:CD^+WQ)^(-M9Z/=)-KNH32&&QCDCNW6)Y6B:12_S0N C9&/YU:_K]_X M-"OA-ILUVAU?PM\ O MAIO)M^2ZP:IJ+K=0R8^56PRC.XAMH4O_ .(9W_@G[XP\4:#X]_:2^(OQF^,V MOZ+JL=]-JOQ7^)<^K'4MH.;>XC*+&8&)!*JJL=H&_&0?T.HH \?\&_\ !/C] MA3X&[CX>_L>_#709/!^IC4O#,FB^#+.U;3KT(8Q$O%>GFQU_2[;5[JP:[MF(+1&>TEBF16QA@KC35].T_[#X-TZX((O\ 6[@&.TBV_P 2J^99 .?* MAD/:OH^O#_VWO^":P3*J9-VP.^W&]L@'\0?BSQ7XD\=^*M3\<>,=:N-2U?6=0FOM M5U&[D+RW5S,YDEE=C]YF=F8GN2:SZ_K]_P"(7'_@A1_T8S_YDWQ/_P#+.LVU M_P"#8'_@AG)XINM-?]A_,,=LCHG_ LOQ-P23DY_M+- 'Y-?\&@'_!2+_AG3 M]K_5/V%OB-KWD^$_C#B7PY]HEQ'9^)((SY8&>%^TP*T)[M)%;*.M?T[5\)># M?^#:'_@B?\/?%^E>/O!/[&MQIFM:'J4&H:1J5I\4/$ZRVEU#(LD4R'^TN&5U M5@>Q K[MH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ K'LO^1W MO?\ KRB_F:V*Q[+_ )'>]_Z\HOYF@#8HHHH **** "BBB@ HHHH **** "BB MB@ HHHH **** "BBB@ K'\#_ /((E_Z_9O\ T*MBL?P/_P @B7_K]F_]"H V M**** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ H MHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH *\+_ &L/ M^2V? _\ ['N7_P!)FKW2O"_VL/\ DMGP/_['N7_TF:@#W2BBB@ HHHH **** M "O@#_@Z._Y04?'/_N6?_4GTFOO^OD#_ (+U?LN?';]M'_@D]\5OV:/V:/ W M_"2^-O$O]A?V)HG]IVMG]I^SZ[I]U-^^NI8H4VPP2O\ ,XSMP,L0" ?QA45] M_P#_ !"X_P#!=?\ Z,9_\R;X8_\ EG4-S_P;!?\ !:%I'*(B*I).U44# K\4?^(7'_@NO_P!&,_\ MF3?#'_RSK^C[_@@K^RY\=OV+O^"3WPI_9H_:7\#?\(UXV\-?V[_;>B?VG:WG MV;[1KNH74/[ZUEEA?=#/$_RN<;L'# @ 'T)I'[+G[,OA]430?V=? EBL;*R" MS\(V404C."-L0QC)Q]379:7HVCZ);BTT72K:TB $5K L:X P.% ' JS10 4 M444 %%%% !1110 4444 %%%% !1110 5\@?\%ZOV7/CM^VC_ ,$GOBM^S1^S M1X&_X27QMXE_L+^Q-$_M.UL_M/V?7=/NIOWUU+%"FV&"5_F<9VX&6(!^OZ* M/Y O^(7'_@NO_P!&,_\ F3?#'_RSJ&Y_X-@?^"YEG-#!<_L/[7N'V0C_ (67 MX9.XXSCC4N/QK^P.L?Q+_P A?1_^OT_^@F@#^1K_ (AB?VG:WGV; M[1KNH74/[ZUEEA?=#/$_RN<;L'# @?7]% !1110 4444 %%%% !1110 4444 M %%%% !1110 4444 %8]E_R.][_UY1?S-;%8]E_R.][_ ->47\S0!L4444 % M%%% !1110 4444 %%%% !1110 4444 %%%% !1110 5CV7_([WO_ %Y1?S-; M%8]E_P CO>_]>47\S0!L4444 %%%% !1110 4444 %%%% !1110 4444 %%% M% !1110 5CV7_([WO_7E%_,UL5CV7_([WO\ UY1?S- &Q1110 4444 %%%% M!1110 4444 %%%% !1110 4444 %%%% !6/X'_Y!$O\ U^S?^A5L5C^!_P#D M$2_]?LW_ *%0!L4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !111 M0 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% M!1110 5X7^UA_P EL^!__8]R_P#I,U>Z5X7^UA_R6SX'_P#8]R_^DS4 >Z44 M44 %%%% !1110 4444 %8_B7_D+Z/_U^G_T$UL5C^)?^0OH__7Z?_030!L44 M44 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 5C^)?^0OH__7Z? M_036Q6/XE_Y"^C_]?I_]!- &Q1110 4444 %%%% !1110 4444 %%%% !111 M0 4444 %%%% !6/9?\CO>_\ 7E%_,UL5CV7_ ".][_UY1?S- &Q1110 4444 M %%%% !1110 4444 %%%% !1110 4444 %%%% !6/9?\CO>_]>47\S6Q6/9? M\CO>_P#7E%_,T ;%%%% !1110 4444 %%%% !1110 4444 %%%% !1110 44 M44 %8]E_R.][_P!>47\S6Q6/9?\ ([WO_7E%_,T ;%%%% !1110 4444 %%% M% !1110 4444 %%%% !1110 4444 %8_@?\ Y!$O_7[-_P"A5L5C^!_^01+_ M -?LW_H5 &Q1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1 M110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%% M% !7A?[6'_);/@?_ -CW+_Z3-7NE>%_M8?\ );/@?_V/_\ 7E%_ M,UL5CV7_ ".][_UY1?S- &Q1110 4444 %%%% !1110 4444 %%%% !1110 M4444 %%%% !6/9?\CO>_]>47\S6Q6/9?\CO>_P#7E%_,T ;%%%% !1110 44 M44 %%%% !1110 4444 %%%% !1110 4444 %8_@?_D$2_P#7[-_Z%6Q6/X'_ M .01+_U^S?\ H5 &Q1110 4444 %%%% !1110 4444 %%%% !1110 4444 % M%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 45 M\V_\%*/VZ-5_8U\%^!?!_P +O#^G:U\4/C#\0=/\%?#/2-89Q9)?74@62_O! M&1(;2VC)ED"$,QV(&3?O7E;O]KCXU_L@_MO?"W]D3]K'Q_I/C+0/CEIVI1>! M/'-AX=&DSZ=X@L$CEFTVZA262-X+B&56MY!MD61&B?S=PD4 ^O**** "O"_V ML/\ DMGP/_['N7_TF:O=*\+_ &L/^2V? _\ ['N7_P!)FH ]THHHH **** " MBBB@ HHHH *Q_$O_ "%]'_Z_3_Z":V*Q_$O_ "%]'_Z_3_Z": -BBBB@ HHH MH **** "BBB@ HHHH **** "BBB@ HHHH **** "L?Q+_P A?1_^OT_^@FMB ML?Q+_P A?1_^OT_^@F@#8HHHH **** "BBB@ HHHH **** "BBB@ HHHH ** M** "BBB@ K'LO^1WO?\ KRB_F:V*Q[+_ )'>]_Z\HOYF@#8HHHH **** "BB MB@ HHHH **** "BBB@ HHHH **** "BBB@ K'LO^1WO?^O*+^9K8K'LO^1WO M?^O*+^9H V**** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH *Q M[+_D=[W_ *\HOYFMBL>R_P"1WO?^O*+^9H V**** "BBB@ HHHH **** "BB MB@ HHHH **** "BBB@ HHHH *Q_ _P#R")?^OV;_ -"K8K'\#_\ ((E_Z_9O M_0J -BBBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ H MHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@#\T?\ @LG9RI_P M5V_X)QZYJ<$G]C0_$CQ9;W$S$^4M[+::9]D5NV\LDFW_ '6]ZB_X+VVVJ:S^ MVG_P3X\.^&=S:J_[45C>A(_OFRMI;.2\/KM$.=W;'6OLC]NO]BCPA^V]\+-' M\*:EXGN/#7BCP9XMT_Q;\.?&EE:K/-X>UZQD\RVNA$Q43Q\LDD)91)&[+N1M MKKR_A/\ 8B\>_$+]K7PG^VE^V)\0/#OB3Q-\-] O]+^&?A_PCH,]CI>AR7P1 M+_4F-Q<3RSW+G\:>*-? M\46]V\"0F/2?$ M8GC"8_';_ (),_LY?#WXD?#3PMH?CWXC/;>*O$[V&I-=> M+V=TB$)<&,B,;6R.ISQ7Z*5Y]\8_@SJ?Q-\>^ /%]CK4%K'X.\0OJ-S#-&Q: MX4Q%-BD=#DYYH ^>O^'(7[)O_11OBG_X6Q_^-4?\.0OV3?\ HHWQ3_\ "V/_ M ,:K[&HH ^.?^'(7[)O_ $4;XI_^%L?_ (U1_P .0OV3?^BC?%/_ ,+8_P#Q MJOL:B@#XY_X+V$[2RNP8,_EX*\< M# Q7Z*5Y]X<^#.IZ)^TEXD^.,NM0/::YX>L].BL5C821-"Q)PG:65V#!G\O!7C@8&*_12O/O#GP9U/1/ MVDO$GQQEUJ![37/#UGIT5BL;"2)H6)+D]"#F@#YZ_P"'(7[)O_11OBG_ .%L M?_C5'_#D+]DW_HHWQ3_\+8__ !JOL:B@#XY_XA!S0!\]?\ #D+]DW_HHWQ3_P#"V/\ \:H_X/?B-%T:&*&8HA(, M9^;'4]S7Z*5Y]^S7\&=3^!G@*]\(:KK4%_)=>(;[45FMXV556>4N$P>X!P: M/GK_ (>?X@U,W=QYD@4,-Y MPORC QQSZUZ#10 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !11 M10 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%?G MI_P7&OOC!\/?BM^Q]X^\ _M!^-=&TG7_ -L;P+X7\0^$-*U=+73-2M+BZDN& M$Z0QK+<9:S4%)97CP3A.\!?%[XJ_"6Z^&/P7^)MQX)U'7[N"SU'QC MIX0WVCZ<7S=2V8=647;1*T43L"(I)EE(;R]C 'H5%?D9^UE^Q]\4/^"/_P"U M+^SA^T5^Q+^U3\7/$-A\3?CIHWP]^)'PW^(7CNYUVV\0V^HB9WOE%PU6?]G-_@;X5U*:UU_XPZ[9^ ='FMG*S0)J+,M_= M1D^'OC.X\.:?X:MX;90UY((&"W=R'#D/<;H8HDB18E(E>7'_X(47'[65U M_P $W/!\O[8/C+5/$>N#4-17PUXB\0;_ .TM5\/BZ<:==W1D)=GE@"R*S$N8 MFB+$L6) /L"BOSLDU?XM>#_^#ES0/A9J/[0?C?7_ GJ_P"RWJ/B*+PKK6JI M_9NG7K:W]F+6]M!'%$O[J"-=[*TIP=TC9K[4_:G^-:_LY_LY^,_C;'I9U"[\ M.Z!<7.DZ4I^;4K\KLM+-.1\\]PT4*\CYI!R* ._HKY8^*W[//C3X"?\ !)O6 M_@_X.^.GB;PUXE\'?"G4KR_\:>%)X(+Z_P!82PGN;J\,DL+F,SWK27#-'LDW M-PZ@D&O_ ,$,O%GBKQW_ ,$D/@1XQ\;^)=0UG5]2\#QSZCJNJWKW%S=2M-*6 MDDED)9V/=F))H ^KZ*_&K]L']M+]AO\ ;7_X*4>*_P!E_P#:;_X*>_M ?LW? M\(+JR>%?A]8_#KQ/-X8TGQ%.H!OM0N[Y[6:)V:Z9K:(R-'$L=F'5V-P0/U>_ M9N^!^E?LW? [PY\$=%^(GB[Q;;^'[$P+XF\>:^^J:QJ3,[2-/=73@&61F<\@ M*H&%5550 =O1110 4444 %%%% !1110 45^=G_!3K5?BSX#_P""LW[$2^'_ M -H+QM%X<\:?$+7;;6_ T6JI#H\HM=,C>%FAAC1IF#22-F=I<%_EV@ 5]?\ M[7'P<^*_[0/P\L?@]\-OC%K/@#3]:U=8_&GBKPK>+;ZS;Z0L,K/#I\S(XM[B M686\1FQNCB>9D(D"$ 'JE%?D_K7[,_Q6_P""1_\ P5<_9M\,?LE?M(_$SQ5\ M./C_ *SK&@^/?AE\0?%UQK<4#6EF+DZI;/.2T;(I,KM]X>25W%)2B_;_ /P4 M :/XC:#X$_9#@_>/\7O'-KINN08R/^$>L0VIZN)!_P \IK:T-@3_ 'M1C'>@ M#Z!HKXK_ ."BW_!-SP7^TC\/_B!\=/V@?VOOB=X8OM"T.]OO!M_X0\<7>BZ5 MX,@MH&>.=;6W<)=2DIYDTT^]W+%(S$BQJOIG_!)FZ_:PO?\ @G%\(KS]N%K] MOBC+X3C?Q.VK+B](,LAMC= _,+G[+]G\[=\_F[]WS9H ^B**_.O]DW4_BYX= M_P"#A;X[_"'QA^T+XV\9>'[#X%:'J>C:;XHU1'M],EN+J'S1;V\$<4$(8J22 MD:L=W).!7UK^W?\ $[Q;\+OV6_$UU\-;X6_C'Q$+;POX&EP3Y>N:K<1Z=8RD M#!*13W*3/C&(XG8D $@ ]?HKXN_X*K?"O7OV>O\ @C3X^\,_LV?&GQ?\.U^$ M_P ()5\-W7A&_BM;AX=/LT6&)Y_+,J I#M+0O&QWD[CQCVC_ ()PZQJ.L_\ M!.WX#:_K^J3W=W=_!;PO<7M[>3F22:1M(MF>1W8DLQ))+$Y)))H ]IHK\U/@ M1^W'X%_X*@?&WQ'\5OBG^U+IWPW_ &KN(X+.%@DQW&<-M\JOT9\(^$?"O@/PY:>$?!/A^STK2[*,I:6% MA;K%%$"2QPJC&2Q+$]222822#8/GY-?5O[8_[.'Q)_:NTG0_@UI/QO\ $W@#P1U;6?!GQ \1S:Q)X4O--0.+VWFE.Z*.61X(>?O M&9PY)W\<^+[?&0='\/O!<0ANPW:Q/HW! M^^B3 X. #Z!HK\Z_P#@K+_P3G3Q1^S9\4_VQ/$G[8GQ@TSXL>&]&O\ 6/AQ M?^$/'5]IMAI=Y$&.F:18Z9;R>6[32"WMBVU[FXFF+*P9DC7[&_9#3]H&_P#V M/_AS'^U#>?9OB;-X TP>.;BUCB#Q:N;2/[2VT*8O,$I8D!3'N!P"N!0!Z=17 MY]_\$J-5^+&G_P#!4?\ ;J^$OQ'^._C#QU8^$O$/@>/P[-XNU87#6%O=:7>7 MCPPQHB0P('F(V11HORC()Y/T5_P48U'4];_9\B_9W\,ZC-:ZS\:/$5GX#L9K M60K-#:7N]M5N(V'*R0:3!J5PI&"&@7D=0 >]45^>O_!RJWQ'^$7_ 1V^(GQ M0^!/QS\8_#^X\&P:);V5CX*U*/3XKF"XU>QL'AEDCC^T",07#@)'+&IP-P8# M%?;/C+2_B+XC^!%[H?PJ\26FD^)]1\-&WT76M0C:6+3[F2'8ETR+S+Y1;S!' ME?,*!2R!BX .QHK\D/V]/^"1>G_L:_L3^+_C=HW_ 5/_;6\0^,M-TJ&P\)6 M-Q\?9EBU;Q%>S1V6G0&)+<-YJW,,"1RW4TLK,[O(ZLY+'.6H [2BBB M@ HHHH **** "BBB@ HK\]/AW??&#P9_P&?C_ .-?B/\ !+7?@;%\1=!M M?'NMOJ=[X/NSJGV 6J7,G/E2%)V$>!N!C;!:.1W^N/C6R?&7]N;X6_ V/][I MOP\TR\^(_BB/&5%R5ETK189!W5Y)]4N5])-)0]0, 'T#17Y<_P#!7+_@G3\1 M?!G[,^M?MH?"O]L7XT2?M+Z;J^G2>#+[0?&UW#8:GJMQ?0PQZ+9Z,KFWCM7\ MUHXX54OM4//)-^^:3](_#.G?$'6/A/IFF>.]<&E^*;C0($UO4- 6)A;7YA43 M/;B=)$($FXKO1AC&0: .CHK\]_\ @@YXH^)^K^-?VPO"7Q/^,WBSQP_A']JO M7=!T?5O&.L->7<=A:PP1PQ;B J*J@?)&J(#G"KG%?0_[>Z'XFVOP[_9$M'+? M\+3\>6L?B*-><>'=,!U34PX_YY3K:PZ>W_837IG( /H&BOSL_P"#C/5/BUX! M_9S^&GQ)^&7[0?C7PNC_ !R\*:/JF@>'M42TL]4M;B[D\U+@QQB>0'$>4,OE MXC'R9+$_6O[?_C?XZ_#3]A_XL_$']F/1WO\ X@Z+\/M5O/"%K%:?:)&OH[9V MC,<6#YTBD;ECP=[*JX.<$ ]>HK\@V_: ^!_Q0_X)D_"G]H;_ ()F?%WQ!XA_ M:8\0^(O#>G:"LGB^^O=>OV:*+RY8MB^0: M_7R@ HHHH **** "BBB@ HHI'4LA57*DC 88R/?F@!:*_.W]A'5_BQHW_!># M]J_X0>-OC_XU\:Z+H/P^\'W.A6WBS54ECTTW4)FF2W@ACB@@4R,QQ'&O7G., MU] _MB?L)^(/VZ?'D'A7XL?'WQUX6^%>D:-$T'A?X<>*9-'N->U622;SI=0N M(5\U[>&);?R8$=5:229Y VV/ !](T5^;?_!(&P_:-_98_P""AW[1_P#P3+\3 M_'?Q7\4/A9\.=(\/^(/ ?B#QOJ+7VIZ$-3B9QIDMPW+@JKE5X4"V+JJ>8RU] M,^+!JGQO_P""@4.B^'+BV^S_ 0^'D^HPR7L#2VR>)]=$EO:.RJREFMM/M+S M>JLI,>L+R,C !]%T5^5G_!3G_@G1\9/V?]*\!_M4?L7?M<_&;5?VD[[XHZ+I M]D-9\>75S8^,#<3YN[:;3Y:.*-((K>VE#*5&X?I_XS\/7_ (L\ M+WGAW3/&&J:!-=QA$U?1?(^U6_(),?VB*6,$@%O%>GR>(?%6J27E[,(ARK:;H+0O:1MV5FUBZTF50? MO+9S [25 /H&BOSI_X+8:E\7OA_^U#^QGXG\%?M#>-M+T7Q-^U/X:T+7_!> MG:HEMI5_;-*)OWR0QI)/\T&=LTDB?.<*,#'J'_!(_A'XA M.A^(_'7CW1?!6F^)U1&;0EU"^17!4R1V\,8+@W:7< MTGFWZ2>7)%>?ZU2TF2RMMK]+J "BBB@ HHHH **** "BBH-3M)[_ $VXL;74 MY[*6:!XX[RV6,R0,00)$$BLA93R-RLN1R".* )Z*_/'_ ((\:[\5O^'A?[_P 2]4F_:'_:.^)'A[P#I5M!:>#/!7PR\8RZ+#/*8EDN-4OY M(5\RXN/.V\S&.*."..-=T:1Q(]U"L:I*8!7Z+_M M >"_$'Q ^#WB#PKX8^)VO^#[VYTN<0:]X9D@2\MV\IL%'GAE"J00L,(_EG]VO_+-[J,X.R@#]-:*_.G]N;7+#_@C[\8_V;_CE\%M?\00^ O' M7Q3L_AG\6M!UKQ/>ZE%JL>I02-::Q(;N60B]MI;:21[A<23)(R2%ALV_HM0 M4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1 M110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110!^?\ _P % M]70/^Q5&6&X_M_?#DA<\D#^T,_S'YU]Y^)?$OAWP9X=O_%_B_7;/2]*TNSDN M]3U/4+E8;>TMXU+R2R2.0J(J@L6) !)KR?]J7]@/]EO]M'5O"^M?M'^#M=U MR;P5KUOK?A5++Q[K6EQ:;J0IYZ;FVRE2PR0#6C^TW^Q;^SM^V- M\"?^&:OVCO"VL>(O!;SP2W6DKXSU:R>\,.?+%Q<6MU%/+ M10D9Z2VVFVESD/^'/\ @V[_ .",'A7Q)IOBS2?V.YFO-)U&"^LO MMWQ*\2W4(GAD62,O#-J+QRJ&524=65L8(()%?7GP^^$/@CX9:[XM\3>%K&5; M_P ;^(_[<\1W=Q<-(]S=BTMK-#D_=1+>TMXE0%HM0TZP\17NG"=2,8=K2:,R =0KEER <5\A_P#!O[\. MOBI\ /A[\>/V3-<^(FK^+/A[\)/CSJOACX4:WKESYTZ:7%!;N]D'P RV\DAC M.T!1+YZ@*%V+[IXI_P""6G[,'B7]I'Q'^U3IVN_$WPWXJ\8I"OB\>#?BYKNC MVFL^5$L,9F@L[J-05C10#'LQC/4DGV_X7_"SX=?!3P%IOPO^$_@VPT#P_I,) MCT_2M-@$<40+%V; Y9V=F=G;+.[,S$LQ) /@_P =_P#*TGX&_P"S,+[_ -2. M6OH[]JU&^+W[1_P8_9>MW+V(U^;XA^,(ARK:?H30M91-V5FUBZTN=<_>6PFP M/E)75U;_ ()X_LIZY^U;:_MO:GX3\2O\3['2FTNS\3+\2=>00V#2M,UFMLM\ M+86QD=G\CRO+R<[:]&TWX1^"M+^,&L?'2"TG?Q'K7AZPT2ZN9KEF2.RM)KJ> M*.)#\L>9+R9G8_^R?P_^CI:^EOC/\&O 7[0'PWU7X2?$^WU2?0=;LY;35;72?$5]IDQF/2M& MO_%.HZHEE'N9O+A:_N)GC3+,=BL%&>G H Y_]M_]E3]E7]MS]F7Q+\*/VI_# MFB:IX1GTJZDDUJ^\K=H;(C9O[>X;_CVEAVEO,!&-A#94LI\[_P""(MA\:-+_ M ."3OP*T_P"/US>S>)(? T2F34499VL/-D_L_P P/\P;[#]ER&^8=#SFH?@Y M_P $6?V"/@3JVH_\(#X-\7KX:U/5Y-4G^'&H?$K6KGPI]K>3S&D;1I+HV*;31= T6T:YU/4[U\1PQ MC [9+,20JHH+.S*J@L0#YE\?/^">_P"RM^TY\8?"'Q[^-'A+Q'J7BOP!>O=^ M"]2L?B+KNG)H\[JBR2P06=[%"C.L:!CL^8##9RJF4OM)+#!)- '&_#3X> M)XE^-%Q_P4=_:NMD\+W-CH,FA?##PUXAE6)O".BW,T;33W 9BJZIJ$B6_FJ. M8HX[>V&7$S2:GPSV?&G_ (* ^/OBBW[[2OA'X:MO >@N>0NK7XM]6UEE/0CR M/[!CR.CPSJ3G('F/PF_X-[O^"0GP0^*?ASXT_#?]DR6U\2>$M:M]7\/7U[\0 M_$-\EI>P.)(9O(NM0DB=D%/ OBW493))K&@:=J#VMO<"1B3)'YD=Q& MAR0$C51\JBO3;7_@DQ^R9I?QE\9_&KP[J?Q,T>Y^(>J3:EXUT#0?B_KUAI.K MWDS%I9I;2WNT0EB6RHPF&*[=I*U]#>#?!OA'X=>$]-\!> ?#-AHNB:-916>D MZ1I=HD%M9V\:A8XHHT 5$50 % % 'P'\ ?^5F+X_?]FW^&O_2Q*^C?BRC? M&?\ ;X^&_P )(Y/,TGX5Z#=?$'Q)$.1_:-VL^D:+&XZ%2C:Y.,])+*%@"0"N MIX._X)X?LI^ OVH=5_;.\+^%/$T/Q*US3HK#6/$<_P 2M?N!>6D90QV\EM+? M-;M$I12L9CVC!P.3GT?PE\(_!7@OXA>+/BCHUI.=:\:3VJO[-/AGQGXU_X( MB^ /!OPXD=/$6K_LK:59:"Z-M9;V7PU$D!!R,'S&7G->U_M*?LR?!O\ :Z^$ M^I_ WX^:%J>J^%=:MVM]8TC3_$^H:6M["V-T4KV,\+R1G'*,Q4]Q5_X$_ KX M;?LV?"S2/@M\(;#4[/PUH%E#9Z-I^J>(K[5&L[:*)(HH$FOIII1&B(JJF_:H M' &30!^9?_!&+]BG]C+]I#_@W7T?X:_$7X-^%3+K_AOQ)9>.M3N]"@34;35( M-0OT\^:5U$L=Q;[8WC9B&C")C Q7T9_P;J^)OC1XO_X(R? W7?CS>W]SK;Z! M>1V=SJC,;B72X]1NH].9BW)7[&MOL/>,(>]>MZU_P35_94U77_&>I:?H/B'1 M=+^)%^]_\1/"7AWQ??V&C>)+MU"33W-G!*L>^9%59S&$%RHQ.)02#[EH>AZ+ MX8T2S\->&](M=/T[3K6.VL+"R@6*&V@C4(D4:* J(J@*% H M4444 %% M%% !1110 4444 ?GC^V%_P K&/['G_9+_'G_ *1U]T?%[XO> O@9X"N_B-\1 MM7:UT^U:.*.."W>>XO+B1Q'#:V\,8,EQ<2R,L<<,89Y'=54$FO./B'_P3P_9 M3^*?[2V@?M@>-_"GB:Y^(OA6VGMO#GB&V^)6OVHTV"=66:*&W@OD@1)%=@R" M/# \@X&(?VU?^";O['7_ 4/T[0M&_:_^&FJ>*[#PW& M= T>[OHV3PIHAN-UEH44@)6:[FN)?.N7C)62X=8T+Q6\3&Q^R^8_C!^U#\9? MVG),36-EJUO\.?"$V,J;/1C*^HRI_=9M6N[ZV?'WO[,BS]T <+^SK_P0A_X) M4_LH_&O0?VB?@5^RY)I7C#PQ---H.K7OCS7M26TDE@D@=Q!>WTL+-Y64T&E::9GC^TW#3332S3///-+(W,DDDT MLDCL>69V/>@#QG_@I+_P34_9K_X*5? ^]^&'[0]SKEF+2UDGT'7-+\37=JNB M7BJQCOA;I*MO,\9.?WR-\HQD<$_X*'(&&1K_PV)&>!'C@:X@NKV2&3RDD=8\I\@8A<5Z)\._A%X*^%VI^*=;\*6D MZWGC/Q,^O>(KJYN&E>YO6MK>U#9;HJ6]K;Q(HX5(5 Z4 ?$__!T=_P H*/CG M_P!RS_ZD^DU]W^$O^15TS_L'P_\ H KSS]KG]B[]G3]NOX57'P/_ &H_"&I^ M(O"5Y)&]_H%IXNU32[>\,$Y-3;3M-@6&T_M?7+O49U0# #7%W++,^ /F"IKWXP^.XAP NG?Z#H<3'OOU*[>X"GJ=,)'WLW]S=M(JV6G_:#;00H>(4#W5P[!<;WD+'. M!CM: "BBB@ HHHH **** "BBB@#\_P!71O\ @Z;*JP)7]@'# 'H?^$WS_45] MG?'/XX>$/@)X*'BOQ-;W=_=WMVEAX=\.Z3&LFH:[J,@8PV-I&S*'E?:QRQ5( MT1Y9&CBCD=>$'_!.[]E$?M7']M\>$O$O_"T3H_\ 9!\4?\+)U_\ Y!WG>?\ M8OL_V[[/]F\WY_(\OR]W.VL7]M+_ ()4_L*?\%#?$VA^+?VP/A%J?BV[\-V< MEKH2)X^US3K>S1V+2,EO8WL,/F.2 TI0R,J(I8JB@ %O]F/X)6GP/\7Z[\=_ MVB/$VC'XP_&S5[=-7\F\!AMH[6VE:R\/Z=O"M-#:6R7#LX56GD-US\,SD=/#NC%M,LMA[Q330W]^A]-3SQG Y+]F M7_@B)_P3*_8V^*)^-W[-/[.MSX9\7IH]WIEIX@;QSK>H36<%R@28PK?7DT<4 MA48\Q5#@9 ."0?HGX\.^,/ASX7 MO_$'@7QG8>+;VVB\/W]G;R3QW'D";[.%S&!(_EB3;DJZL%8>O?\ !,+QI\;/ MB-_P3L^"GCW]HZ2ZD\;ZQ\--(N_$<]^I6XN)WM4;SI@0")G4J[@@$.S# Z5Q MOP9_X(X?L3? [P\WP^\-6'C[4_!0OQ>0?#KQ/\4];U/PY%()!( =-N+IK>=- MX#>7,LB%E#$%@#7U!J.G6VJ:9/I-P\R0W$#0R-:W+P2*K*5)22,J\;8/#*0R MG!!! - 'Y[_\$'_^2R_MT_\ 9Y_BG^4-?1WPF1OC+^WS\2/C%*YETGX7:!:? M#SPV3RHU"Z6#5]:E0]"K(^B0''22QF4DD$+M_LR_L _LM?L>^+O%WCG]GSPA MK^CZEX\UN;6?&$M_\0-;U2/5=1F):6\EBOKR:,SL3S(%#'@9P*] ^$_PC\%? M!?PY>>&? UI/'!J/B'4];OY;JY::6XO;^\EO+F1G;DYEF<*O1$"(H"HH !\+ M_P#!RS_R9+\./^SD/!7_ *5R5]6?\%!OVH[_ /8H_8F^)W[5ND^#SK][X%\( MW6J6.D$L$N9T7$0D*\K$'93(PY"!B.E+^US^P9^S!^W3H.E^%OVH/!VM:_IF MC:I!J6FZ?8^.=8TJ"*\@+F&X*:?=P*\J%V*NP)'&#P,>D/\ #[PC=^ YOAEK M>E'6-#NM.DL+ZP\07,FHB\MI%*213M=-(\ZLK,K"0MN!(.10!^-_[4'["'Q0 M_P"":WP4T'_@O5^Q#\5X5^)]IX?M/$'[0_AIHXX=!^(=EJ,T-Q>^1;Q*([7; M),-BH.8XTD#&X5I)_P!G?#VK_P!OZ!8Z]]@GM?MMG%8R0Q&./8B^6FWWR@ HHHH **** "BBB@ HHHH _/']CW_E8Q M_;#_ .R7^ __ $CK[,_:%_:"TGX&Z)I^GZ;H)?WD]RPV0Q@L)K?XB M^*K6"V\2>(;KXE:_=C4H(55(8IK>XOG@=(U50BF/"@< 9- M'[>OQ0M_C)^UE\$M5\6^(;/35T^QNF^(WB"RAM+8'=Y<-O:7\4,0+?,VQ 7; MEB3S0!T_[+OP2\%?LE6&KWWQ3^(VDZC\4/BIKEUXF\?>(99! =6O8X$#);1R M,7CL+*VCBMX4)/EPQH7)DD=GK?\ !.FSN/%/P1U+]IW6+62/4OC;XJN_'!,Z M%9!IEPL<&C1L&Y5DT>VTU&4XPX?@9Q7%_ C_ ((?_P#!,W]E^'QHW[/?[/MY MX7O?'_@F\\)>(]7A\<:S>7;Z3=8\^"&2]NYC;EBJG?%M<%5.>!7TCXK^%?@# MQK\*]2^"7B#PY&_A;5O#\VAWVD6TKVZ-I\L!MW@1HF5HQY3%04*LO8@@&@#X M'_X.$_\ @GS\'_BO^R7XO_;RT?QKXG\(?&'X,>'YO$7P_P#&>E^+[Z/[)/;! M9/LD5N9C#&9]@C4Q(C^:Z'<%_#_P#PGOB+0O#F MHQ7WAGPQXZ^)FL:UI&D3Q.'A>"PNKE[8-$X#QLT;-$X#H5;FOH;Q'H%CXIT2 MY\/ZG/>Q074>R633M2GLYU&<_)-;NDD9XZHP/O0!^?W_ ;3?\F2_$?_ +.0 M\:_^E<=?1O[*:-\6OVCOC-^U+<2>;8OKT/P^\'.>5&G:$TR7LB]E9M8N=4A; M'WEL8,D[0%Z']D;]@_\ 9A_84\.ZIX1_9>\&ZSX?TO6=4GU+4=.OO'&L:M#) M>3%3+VD\.DZ- T=O]JN M6FFE=W:26:61N9)9)'>1W/+,[$]: /A;_@O!_P EE_86_P"SS_"W\IJ^K/V] MOV'/@G_P46_9>\1?LI_'NWO1HFO"*6'4=+F6.\TR\A<2074#LK!9$<=""K*6 M5@58BF?M+_\ !/\ _99_:_\ &/A'Q[^T#X/U_6-4\!ZY#K/@^6Q^(&MZ9'I6 MHQ$&.[BBL;R&,3*0,2%2W7GDUZ3XE\"C7_!B^"=/\8:]I$20QQ+J&F:B3>^6 MHQ@SS"1RQ YD)WD\[LDF@#\BO^"CW[*?[4'[4/C_ .!7_!&#Q+^VQK7QBNIO M$5AXH^*]X/!UAIT6A^#M/W(+K59(O,EEO;B0B. B2)9'C8O$Q=9%_9*N$^!G M[-/P5_9PL=5MOA)X,%C=>(+_ .W>)-:OKZ>^U/6KK;M$]Y>W3R7%U(%PJM+( MVU0%7"@"N[H **** "BBB@ HHHH ***CNK:.\M9+.9I DL91C%*T; $8.&4A ME/H001U!H _/7_@DE_RE0_X*$_\ 94/"W_IJGKZ__:,^/>J?#2*P^&GPGT.V M\0_$WQ7%*G@[PU/*RPH$VK+J-\Z M;Z?;ET:67JQ9(8P\TT2-B_ +_@GS^RO M^S#\7_&'QX^"WA+Q%IOBKQ_>I>>--1OOB+KNHIK%PBNJ2SP7E[+"[(LCA3LR MH.%Q@8\Y_:A_X(B_\$S_ -L_XR7W[0'[37P$UCQ3XMU"VBMI]3G^)WB.W6." M(82&*"WU".&",99O+B15W.[8W,Q(!V?P9\&_ 3_@G+\!->T7Q7\2H;S5K?3= M;^(OQ+\17YC34-?N>*O 7[+GA_4 MOB1IAM/&'C*6[\7^-;=^7M]6U:XDU"XMB>ZV[7 MD]([=% \_^!'_ 1? M_P""<'[,7@SQIX"^ ?P F\.Z?\1(=/M_&>?%VJW\NI6UG.TT5LTE]=3LD+%W M62-"JRHY5]PQCW?X]_ SX9_M,_!OQ'\ _C)H%_%>F/8:U8P7\UJ\L+8R M%E@=)(SD AE8'B@#\Z?^#A']@_0O#GPPA_X*D_LP>*_%'AS]HSX<^)]$7P7J M-GXIO9UUQKO5+>S72!:S3-&J2&Y.V*%4#X,;!D<@?ICXD-PW@V_-TB+*=,E\ MQ4;*AO+.0">HS7BOP%_X)L_LV? !O#TFFWGCKQ:WA"7S/"*?$?XC:MX@@T.0 M(462TM[VXDA@D1&9$E5!(B,RJP5B#[%\1?A]X<^*?@V_\ ^+GU(:;J<#0W@T MC7+O3IVC8$,JW%I+%,F02#M<4 ?%7_!LJRM_P0X^!!5@1]@UP9![_P!OZE7M M_P"P6B_$@?$?]KRZ;S#\4O'=RWAZ4\A?#NE_\2O3?+/>*<6UQJ"_]A-NF<#H M_P!F;]A?]F[]C;X&2_LW_LR^&M;\*^#C;W,5GHZ^,]4OUT_SWEDE:U-]%XO#VF6>EZE/:S6E MA%;"VC2*XA=)H76)0%EC=9%(#*P8 T >'?M&:''_ ,%"-:U']D+PY"[S3[WP7\%OVM?#B>,I],=9+72+3[=';RN^SY$$$\"0'O')(JX!! ]*;_@ MV>_X(I,[RM^R!J!:21GD8_%GQ7EF8EF8_P#$TY))))[DU].^#OV)_P!E;P)^ MRC#^PYX<^"NDCX40:%+HR^"[TRW=LUG(S,\;M.[R2,SNSF1G+[SNW;N: /BW M_@XV\(:S\=]'_91_9,\%(\WB#QO^U7H-W';0Y+KIMA:7KWUS@'M>\<^+;[6[G1=.P4 %%%% !1110 4444 %%%% !1110 4444 %% M%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 444 M4 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 M 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% ! M1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %% M%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 444 M4 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 M 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% ! M1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %% M%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 444 M4 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 M 4444 %%%% 'Y=_\%F_#.K6G_!4#]BCP)X;^+GQ(\/Z#\5_'.OZ9\0M%\*_$ M_6])MM9M[>&P>%62SNXO**F23YHMC$.02<#&5^T#\3/C=_P2[_X+3_LX? #X M"_'7QWXN^%O[0OVO3?$_PN\=^-+[Q&=#FAD1!J5EAR"17V+\)O^":O[*OPG_:-F_:_?0->\6?%)],.FVGCKQ[XJO=9 MOM.LB&!MK/[3(T=FA#R ^2B,1+("2';(!M?'W]OC]E3]F6\U2R^+_P 1KRV? M0+*.\\3/HOA34]8CT"VD!:.;47T^VG73HV4%E>Y,:LH+ D FH_B-_P %#_V' M?A/X/\&>//'G[4?@ZTTOXBSV<7@2>#5EN6U\W3JD#6D<&]YT9F +JI5>K$ & MOB3_ () :K+^U(G[47P.\+?#OC_ $S]HCQE'\1/ MA9:"SRV=S=&&WN M=M[IL\[6[6Z+:HWF%%6U"*%4+GS+_@H_^R+^RA^SG_P20^#_ .RK^SIX@UKQ M9\.O#?[7GA_3K2;Q/J*WF9GU:YBO[>.5(XUDB6>6ZB.%P'\T9)&: /K[]H7_ M (*$_P#!'7]LC]EOXT?"/XI?MI>%Y/ FBQ#PY\2[RRUZ:P>U>Y\PQ1VTVU3= M-(8)=AM_.27RG4;QN6OH'PU\3OV;/V>?V4/"_CH?$>UT?X::/X3TJ'0-6#01160+S_OIII5,2JK RR.X&"[8/@O\ P7 ^'/P_T/\ X)$_M*ZCH?@K M2;"XU'X:3R:A+/^ M"4MGXPN6A^&5[XETUO$LMP/]$&NC1;"+1#*20H823W;(3T*%OX: /T4^$?[< MW[,'QL^*=U\#/!GQ"N[/QO::6NI/X-\6^&-2T#5I;%C@745GJEO;S3P9X,L: M,@/!(-3?'+]K/]G3X1^(3\(OB)XTU67Q!J.A37\GAOP=H.JZOJ\&G#,;7KP: M3#-,*^X2/XAV?[2UGI%KW^)U_N^(NG_M M!M9/#=G%POA:UCEM=%"*>?)$44I7''[S=U?D R_^#;_Q'X/\5S_M?:Y\./'E M[XF\,S?M5ZY_PB^MW^MSZC)V^RG[3<.\LRB'8 TC,Y &XDY->\?\%S[ M'4]/_P""6WQE^)OA+QKXE\.>(_"/@>\U/P]KGA;Q->Z9PZ5[ M-_P7395_X(_?M$EF '_"L-1&2>^T4 <'^QA^S+^SOXI_X)=?";]IC]HOXF_% M/SM0^ F@^*/'7BB?X\^+H6WOHL%W>WC>3J:[#DR2'8!CG ' KV*+XY?L[_\ M!,']G?P=\-?VOOVN+9)8;IM(\/ZSXRUJ6[UC7E:Z=;4%3ON+N<1/"LCA6^8% MB<)=3/V2^N- M"MF6[6 72QMLE82"+ C.W:5VG%9__!QEXP^&WQB_X)K7MMH.H0:M;Z!\?O"V MCZ@ZH6A-['J<$=Q"K$;9=GFO$^TD+(DD9PT;J #ZP\"_\%-_V#/B9^TV_P"Q MSX$_:7T'4_B,%N3#X>MTGVW9MPQN$M[DQBWN9(MDF^.*1W3RY-P&QL==\:_V MJO@)\$O$5A\./B)XOOW\1:YI\]WI_A?PMH.HZQK$UG&0LMTMGID,URL",P4S M[ BLP&X,0*^+_P#@L-H.A^$_VX?^"?-QX8T6TT]M-^/4NEZ<+.V2-;6REL41 M[>-5 "1E40;0 ,(,=!47_!+'XIMXZ_X++_MY:%\6+_'CO2?$/AFQ\/V5^V)8 M?"UO:W MA;(W*P%I4FDV?*SW4;MRX) .0_X(:?&+X'Z;^T/^W9\6M*^-7VGX M>67Q7TRYLO%GBWQ1<3I;67V.9L376H2&5 CLR;9FW(1L.",5]%?L3_&'_@E/ M^Q'_ ,$\X/B-^S[^TOIEE\"['Q'JS6GC'Q5XGN)XY[Y[V9KF*&:[Q).?.654 M6,,9 A9=Y)=O+/\ @C)I>F:3_P %#/\ @H'9Z58PV\+_ !VL)FCAC"J9)+*6 M21L#NSLS$]RQ/>OF3]AB&'_B$!^+$7E+L7PA\0]J[>!B_OL8'M@4 ?H_+_P5 M^_X)KP_$+P1\+)OVM/#JZY\1(=/D\)6K070CN6OH8Y[.&6;R?*M)Y8I8G2"X M:.4B5/D^89]>^,7[0OP>^ ::-'\4O&(L;OQ)J1T_PYI%I8SWVH:O="-I&BM; M.UCDN+EEC5I&$:-L169L*":_+'_@H]X*\(Z%_P &OOP/?0O#=E8G3=%^%>IV M/V.V6+R;V:73O.N%V@8E*O#^I_#72;F/\ M:"SGM 9MG3/$"W,*,\L+:9>K% M=HZHC-AHA\JDCCFO;Z^,OV*_V4_C-IW_ 4W_:+_ ."@_C7P;=^"?#'Q-TGP M]H7AKPIJ-S U]JG]FVJQR:M=QV\DB09/[J%&+_ %>F\\%:M;_ !*U^Q&B3EXW:2VAM+Z**%F: M&(L50;O+4-D 5[IIUC#IFGP:;;/,T=O"L4;7%P\TA50 "TDA+NV!RS$L3R22 M#_V>/BI\&[A_ _@&:TF\ M(>%_#WBW5M$L],EM4*6\B)IMU &>-6;8S;BI)(.>:][HH \T^/?[(OP)_:>^ M EW^S)\=-!UK7O!6H6R6^IZ6_C/5;>6^B4A@D]U!W[(?Q+_91M/V)/B+\)VU_P"&NG65M:Z7H>N:_?WL]@ELH6W:"]GG>ZAD MB50$D24.@X! )!]HHH \<^$/[#/P/^$7CK2_BI)>^+/&'BG0-)ETSP[XC^(? MC&]URZTBTE"B:.U-W(ZP-*$022HHEE5561W"@#D/CQ_P2>_8R_:"_:0MOVNM M>\,>)_#7Q'CL%L-1\7?#KQYJGAN]U:S4*!;W_L0>)_%_C/]FKX4#P_J?CK6)]2\27']K74ZSS2R;R$C MED:.%!P L:KPHSD\UU7[47[*'P-_;,^%-_\ []HGP[JFL^%-5C\O5-&T_Q7 MJ6E1WL>Y6\N8V%Q"TJ;D4[6)''3DY]&HH ^=O"/_ 2T_9,^'_@+3_A;X$U/ MXQ:+XI2_#;PA?F^T+PQ:>/\ 7+1([HSR7'VB6:"]2:ZE\Z62 M7?.\C;W+9SS7T;10!XA\;/\ @G9^RC^T7XO\!>/OC+X5\4:SK'PPOUOO M^? MB9X@MWTN[4J1<#R+Y!++\B@R2AV(R"2"0<#]H_\ X)3_ +''[3WQQT3]IOQE MX9\3:!\1M!L!86_COX?^.=3\/:M<60&/LT]U83Q23)CY=S$N%X# <5]'44 ? M/?P!_P""6_[%'[,'B[QSX^^!_P ,-1T'6_B-*)/%6K6?B_4UN+@A=H9)!_8 MQ^)7PV\0ZM\,_"RVJ:'X6G^)GB%4@2V5%MHVF2_$TJ0A$$:2.RQ[1M KXK_X M*N^#/V+O$/[;?@WX??\ !2[]F;XH1?!_P9\.&3X>?&+PU!XAU1I]9O+D"ZM; M[4-,>6\C\N*"(11R[O,::9W.T)7ZM44 ?F?_ ,$Z?V4OV7_#O[3_ (/^,_\ MP3%\:?'Y? UD]^?B9>?$#4-?A\-:W8R:?:1%J$R:5=W?Q7N(Y9[8.1$[H(_E9DVDCL210!]WT5\ _\ #0__ << M?](ZOV?_ /P[MQ_\;H_X:'_X../^D=7[/_\ X=VX_P#C= 'Y_P#_ ?.?\VN M_P#<[?\ N K\ :_7_P#X.MOB)_P4<\>_\*%_X> _LZ_#_P ?9/^$I_X1+_A M!?%TFJ_;]W]D?:O/WJ/*V;;;;C[WF/\ W:_("@ K[_\ ^#7'_E.O\#/^YF_] M1C5J^ *^O_\ @@KXB_:.\*?\%8OA3K_[)/PZ\/\ BSXA6_\ ;O\ PC_A_P 4 MZNUA876[0M06?S9U!*;;@#^SVBO@'_ (:'_P"#CC_I'5^S_P#^ M'=N/_C='_#0__!QQ_P!(ZOV?_P#P[MQ_\;H ^_J*^ ?^&A_^#CC_ *1U?L__ M /AW;C_XW7W=X3N?$EYX5TR[\8Z=;V>KRZ?"^JVEI,9(H+DH#*B.?O*K[@#W M !H ^'?^"W?[=?[9'[ .B?"3Q?\ LT>(? 4L'Q*^+NE^!;G3O&7A"ZO/L;7L M4S"\66"^@+;3"0PPPQS]O>#-/\7:7X=@LO'7B6TU?4T!^TW]CI9LXI#G MC;"992F!Q]\U^:O_ = _P#)+?V5O^SP/"G_ *(OJ_3Z@#RO]H7P'^U=XP^( M/PRU?]G7X]:-X/\ #NA^+Q=_%#2-4\,QW\OB31_+(-E!*W-J^[GS%P02#N(0 MQR>J5^;_ /P6'MK:+]OC]A+QWX8\::V4UKX])8WMI:>*;MM+NX$@$B,;,2FV M+A@?WHCWD'!8C &/_P %)?AMX(_88_X*O?LY_P#!2B3P_ G@'QKXGE\ ?%.U MDW?8M.U:_1SI6O>5GRXYA-O66X*@A8UYW/NH _3BBOB;QMK_ (7\)>(_VH_^ M"K.A^ =.OKKX6> =6T'P/(;;Y=2GT"QNY]3O#MY:1[TMI9<_.J:254A7(/SI M8?\ !/\ ^/\ _P %!?\ @FO\-OC3\)='^'OAWXY>*?#'A_QCH_[3#_$S4G\2 MQ:G,MO=W+RF#2580NKSP#3UG-O;*X2-<1+0![E_P5J_;7_;;_9 _:"_9X^&_ M[.?C3X>0Z3\=?BK;>"KD^+O UWJ$VBM,;=%NT,&HVPG +RL8SLS\H##!)S/C M#_P4K_:[_P"">7[>'P;_ &7?VZ+#P!XW^'_QYU=M"\%?$CX?>';W0[S2M8\Z M");>^L;F^O4DB,EU;J)(Y4^5V?:?+93Y7_P7#@^+,OQ)_P""=%MKOB?P_-XY M/[1&@+?ZS;V&)[.U;5FDBD&H7UW6#>&=/TR"WA62PMHM,NA:SSRO/<-?QR).YD$>0EO&!X1_P %&OV4 M/VP?V5/^"!,'PT_:L_:KO?%OCSX??$_1;'P_XG\,>,-4,4NCW>IVD<5IJ,;M M"M^\:3R*!/&^V-8=I% '[4T5^>/[9W_!+[QG^S]\ _BG\9?^">FG^+_&OQ,\ M=ZUX9U3XC>%?%'Q#NG7QS8:9?)/?V2O*X6VDO8?-CE$>U#&[PQ)&CB,\-^PI M^W'_ ,$\_%?Q&^*/[0G[/WP3USX+?%;X6_!35_\ A8_[-6O>&/[%F5;5X;P7 MD%O'M@R&B,#RI&)9%GMS*L>V,, ?J/17YG_\$]/V2/AK_P %1?\ @DSH7[2? M[1L_]L_&3XM:=JVLM\7$E:/6?#>IM>W4=I_9=TC>9I\%GY<21V\#)'B)@R-O M?=\=_'G]IGXX?MP_\&YOP7_:8^-'Q!\5V7Q#T7XTZ3X5U?6],\0W-O#K20ZL M]H;BYM4?[-=R%%B+/+')^^B=A@,RD _?2BORS_;&_9R\"_L*_P#!6G]CCXT? ML]Z[XJL_$?Q2\=ZWX9^*.I:MXNOM0?Q9:26*.IO%N)71FCD9G145$0[ JJ(H M@GZF4 9OB^Q\4ZEXZ:;R*$[@26A$D9<$9&-Z] @.X[L#[JK\O/^#:OP=I'Q!_8;_:"\%:_=:G#9ZE^U M1XQAN9=&UJZTZZ53%IV3'(!I7AJVO5TZ29&5O+O;R>+SU4@R+^[/R2LK 'ZI45\O?!K_@FMX)_9B_;O MU#]J;]GGXEIX$\"^)_ R:%K7P,\/:'%::'?:O'+YL>L1I'(L<5P($,96.$,P M#,9,,ZGZAH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH * M*** "BBB@ HHKX0\6?'_ /X.%+/Q5J=IX._X)^? >\TB+4)DTJ[N_BO<1RSV MPT3]HS]A[X M+^'? ]SJ"IXEUOP_\2Y[R]L[;!R\,+(!(V<<$]Z /L^O ?\ @I_^W1X1_P"" M?]U9VV )T4[V+\$=AS7\U? M_!Q__P %3/VU_P!JOXM6'[#W[47@GP1X1;X4:L]UKF@_#_Q#-J=I0!6D@AD>,*@^1IYE8ELA0#]2_^#3C_ (*N^+OVT_@+XP_98_:'\>3ZU\2/ M >JW&N66IZE/NN=7T>_N6ED J7%NH'%?KQ7\.?_!.K]O#XN_\ M$V_VMO#/[67P82UN=1T-IH+[2=1>06NJ64\9CFMIO+^;:5(8$9*NB. 2H%?V M4?L%_%_]H?X]_LSZ#\7_ -I?P-X/T#7/$$?V[3K;P+X@?4]-N=,E1)+2YCG< M MYD;AL8XR* /9**^$/%GQ__ .#A2S\5:G:>#O\ @GY\![S2(M0F32KN[^*] MQ'+/;!R(G=!'\K,FTD=B2*^K_BEXB_:.TG]G&^\3?"3X=>']6^)\?A^*;3_# M&J:NT&FRZD53S(&N0"5B#%P'QD@#UH ] HKXP^ /QN_X+F^(?C)X>T3]HS]A M[X+^'? ]SJ"IXEUOP_\ $N>\O;.VPOL^@#Y/_;[_;<^(OPE M_:7^!G[!_P !M<\-Z!XY^.NHZN8/&7B^R>[LM"T[3;59YVCM5EB^UWDQ=8H( MS(J!LL^X *SKSQ'_ ,%'?@/^U;\&_AMXT^)/@KXC_"[Q_P"*-3TSQ+XB3P:^ ME:[HTT.@:I?V\96*YDMIH)9K-!YHCC9"H0A_-#+'_P %4_\ @F=^S-_P5+\& MZ!\%_B?XYO\ PG\0_#/VGQ!\-/&7AV?;JFAR(\"33QKD>;!YC6HD3W=W#:PM,R8(B1YA(X!4LJ%0P9@:Y+X8?'S]JCX M6?MM_#+]EGXO_&CPO\5;/XF_#+6/$FJ7GASPH-,E\+S6#V02Z79/()-.NFNW MAC\T>:)(5Q*^7"^$+&[^-OQ#UNQ:] M71[BY=+G3--T^V21!)>%XDG>>1O+@6$J$DD.$^,_^";_ ,<[J#]AOXS?\$KO M&&F:YX._;>TC4%^'UKK6F>*=0M]?UMRLB:/J\>HI,+G[!IL*O/(D;_9TM+8, MJ;;H1L ?L[\?[CXGZ?\ "#7]9^#OBC2=(\0:?I5S=:?=:YHSW]JTD<+LJ21) M/"Q4N%R0X. 0.N1^<7[(G_!0G_@L'^T]_P $FH_^"I7@_P 0_ K5KV"PUO5+ MKX43?#;5;1KNSTRZN89HH-376I-MPZ6KO'NMBFYU0_WZ^[OAU\ +;]FG]D:\ M^% ^)_C/QI=Z=X1GCU/Q3X\\6WVL:CJERMH5DN7EO)I3'O8%_*C*QKNPJ@5^ M97_!#OX"?ML?M*_\&^'@[X#?!']H+P+X#\->-(/%&DWWB&[\&7E_K.F6<^LW M\5T( +V."25PT@20A/+#CY690] 'Z/?\$TOV\O G_!2O]C'P?^U_X!\.W&BP M^)()HM2T&[G$LFF7UO,\%Q;^8 HD42(2CX7&?VU_A M%_P3B_9Z\3^&_"_B_P"*&C:KKVI>-?%6G-?1Z9I=BO\ J;*T$L0NKV9PX7>X M2)(G=DDX6O5?V"OV*?A+_P $\OV4/"7[(_P5>\FT3PK:2*=0U%E:YU"YFE>: MXN92H W22R.V ,*"JCA17CW_ 56_P""6'[/_P#P5+TG0O#.K?%#5? 'Q;^' MRG6/AY\0/"\Q74=#,L@7064T:7,EM)'*8&D6:- M(V MWC9>0[?65?DW^R=^WM_P4Z_X)Y_MH_#C_@F__P %B=#T;Q]H/Q'U-]+^ M#WQ_\/J-][?!1'%;W8VKND;S$B)9(YE:8,S3HYD&C\+OV9O _P 9?^"^_P"U M#\"OB3XO\<:KX(D^$/AB]O/"]WX^U-X;HSE6>!I6G,ZVV_+_ &:.5(26VLA0 M!0 ?JG17Y*?\$P/V!?@9\8?B%^UI^PM\8M2\7>)?@S\+/CC+9^ ?AK?>--0C MT[2X;NT2=EW0S)/.J<"-)9'2,[I%42NTAP?V(];\7?$7_@WB^*?PD\=_MY:G M\(-.\$?$C7?!]A\7M4DDO+W2="M-8AVVJD2)++)+#(]E$J-YG[Z-(P<*E '[ M$U\6?![]J/\ :OOO^"XGQ&_8M^)?Q&T34/AUI'P,M/%WA;2-(\+I9O;S3ZI' M; SS/+-+-(JK*I8/'&V_/E*0,?-WVG0/@K_P7._9!M?V:?V9-6^"?@SXJ^#_ M !OI?B+1I+>WTO\ X2VUT_1S>VES=Z9;NQBDCE*,KW86[))62./8 WLOP[_Y M6:?B-_V:!I'_ *D#4 =-_P $[?VK?VK/BY_P4G_;#_9<_:&^).B:]HGPP/VS7YD_LHOV6OV&?!G_ 5C M_P""17A?X_?$/XG26?QV^*5A_P )+%\?+.S,^M^%M5&H-(L&G.)8Y+2TMQ"+ M06D$L4>Q&S\[,Y /T[HKX/\ VM/AQ\/[S]I[X!:7^T%\=-0^,O\ 9/P^U"UT M_P#9\L?"MO?O\0-7$<,3^)+J%YTLH8HE$A\V\VVT,DBA)5=\'Y__ ."=%EXH M\0_ +_@H)^S7JU[XH\'>'/ /Q(UUO!'AK0?&]W;S>#TDTR2X%E9W5G+&T4$< MB*1!$WD@[@ RL=P!^N%%?B)\*O\ @EIX(_:O_P"" '@[]L/7_C)\11\;/"OP M>NO$GP\\9P>/-0MTT":R6>YCM+>VCF6!$E:$^;.R-<,\K/Y@VHB?IC_P21_: M)^(?[6/_ 34^#'[0GQ:D,OB;Q)X&M9==NVC"&\N8]T#W)4 &4Q>;@ #]YP M,8H G_;N_;WT+]D#_A#?A;X*\#3>._B]\4]8?2?A;\.+*]6W?5+A%#SW5S.0 MPM;&W0^9/.5;8O16)X[GX4:?\(OB#\'/$7BR[%WK>FK/9-9-ILMT M%#7 ^TW!$9DRP6W!S\Y /=OA[^WS^VY^TM^PMXO_P""K/P$/ABQ\$:2NM:O M\/OA+JWA]WNO$WAW2IIHYY;R^\X/:WUT+6Y:!8H_*AS"'$^YFKNOVA_^"NO@ MO1?V-/@O\?/V7]'L_$7BO]I/Q!HGAWX/:'KLC)!'J.I$!I;\1'>L-G\YG"$$ MN@C#KO#CB?\ @D[K'AK3O^#<;P)KV=RN#[YK M\V/V-_"_CC0O@I_P1UU;QI%,FD)\4?'@)N0=J27>L)+IP.>I=%D:/V( H _6 MS5OVM_CA^QQ^VM\)_P!E7]K#X@:/XT\-_'2UU&S\'>.+#PX-)GTKQ'9)'*^G MW$*321O;W,4@^SN")$DC,;F4.'7Z^K\S?^#@*#4]9_:A_8$\,>%D&OM7]B:W_P )UKMY]F^T6LMK M-^YNKZ6%]T,\J?,AQNR,, 0 ?7]%%% !1110!\=?\%:?^"8?Q9_X*:Z-\//# M/A;]JC1OAQ8_#KX@6?C+3'F^&TFM7,^I6L:Y*>623M^8 '/1 M_$_]G[_@K+\1? 6H>"-'_P""C?PC\(W&H6;VX\1>%OV:K]=0M=RX,D+7?BJ> M%)!R0QB;!Y X%?45% 'R!^UK_P $O?&/Q\\3'MX0MN;=N.,5ZK_ ,%!_P!C/PM_P4!_ M8K\>_LB^.]0AM1XOT$P6.K_9BPT[4HF6:TO F[)$5S'%(5# LJE=W)->U44 M>=?"3]F;X=?"[]EW2/V3[NV?7?#MCX2&@ZLVK,9)=9C>$QW4URQ.7EN&>625 MBB@#XN_;X_X)4_$K]K[XE_ /Q3\ M+?VF?#GPYT#]GGQG8>)/"'AM_AE-JQN9[3[/Y,$\_P#:MO\ N L!3:B*VV3[ MQ*@U]D:/%J\&EP0Z_?6US>K&!=7%G:-!%(_Q=L>IJS10!^?/QI_X M(^?M4^!?VV?%_P"VM_P3#_;X'P9N_BD\,OQ2\&Z]X*BUW2-4O$7;]OBBDD41 MS'+.1C<7DD(D59&2NL_;'_X)(_$K]JO]@S_AC&#]LN2PUC6_%%IXC^('Q-\1 M^!%U34-?U2"XAN%F2"&]M(;1 \$,:1*'2."&*)0 FX_;5% 'B7[2WP _:2^- M7P@\):/\/_VC-#\(_$'PMXML->_X2VW\%2SZ==O;B426S:>U]Y@@GCD:%U^U M%@CN5;.,<;X3_8#UGQO^VO#^W=^U#J?A'4?$VF?#.Y\$:3H?A+0I8;22RN9Q M+7'%A4B1Y?M8^'-/^$>L:M?7O@JW\6^#;F_UOP$MX[/<6]G-'>117D:R.\L)G0%'^)'_!//X;?\$W_ -F3XUV7PU\&_#K7M,U5+[5O!C:Y=:E- M9S/<[I-E[:*CS7,CS2L =S,P4(#Q]ST4 ?)O[9/_ 3Q^-W[6G[0/P"^/B?M M-^%_#T_P+\43:_%IG_"L;B[36KJ6-(I%9_[7C-O%L5MJ@.P+9+-C!S/!>E_M MLZ%_P5_UVX/[8%MXT^$&M>#I)-2^%=OX9BCC\"R0P6:VTCWBL6%Q=7#7#I$W MS20F9B"($(^Q:9!:VUL7-M;QQ^9(7DV(!O8]6..IX'- %/Q1;>*+O0+FV\%: MQ8:?JCQXL[S5-->\MXFR.7ACFA:08R,"1.2#GC!^1/\ @EW_ ,$R_CW_ ,$T M_A'\0/A5:?M;>&/&P\;>.=1\7V^H7GPIGL6T_4[V.!)0R)K#B:W!MU81@QOE MF_>8P!]E44 ?"?[-W_!'_P"+O[.O_!*'QK_P2WLOVN_#^K6GBW1_$&E1>-9_ MA7-%+9VNLK)%AB,FV9\5:5I\MEX7L=#\&V^A:/HZR[1/=> M1"2;F\D5%3SG*B*-I(XT42R%^T_8P^"_[4_P4\-^,M,_:K_:J_X6O?ZSX]U# M5?#&H?\ "-PZ9_8VCR[/(T[;$2)/+*NVX]/,VCA17LM% !1110 4444 %%%% M !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110!X#_P4 M_P#VZ/"/_!./]ASQ[^UCXH,$UUH&E&+PUID[8&I:O/\ NK.VP#DJTS*S[>5B M21NBFOXE_'WCOQ=\4?'6M?$SX@:]/JNO>(M5N-3UK4[ILRW=W/(TLTSGNS.S M,?!M(^&G[9'PKN/%^@Z%JIU+3-+7Q1J>FQ1W?EM$ M)F%A$?%]C9W%I!JL/C_7KI6@G0I+')!=7TD,JD8.'1@&56&&52 #ZSHHHH * M*** /G3]JO\ 8_\ CW\7?VFOAQ^U'^SS^T];_#[6OA[X;US29-.U+PI_:^G^ M((=1FT^1K:]A%Q;OY(-@K9BE20/L8,-I#+8O%GA/P)\/?#=U;IJ/B"!&2UO[Z[N[B1_+@WN\=M$B@N^9)) H4 M_7-% 'Y]_$/_ ()&_M4?"3_@H]XR_P""B_\ P3E_:Z\.>"[[XI6$%O\ $GP' M\0O!LVKZ5?2Q(BBYB,%S#*K90.%W*5=Y<2;)#&,7]IG_ ((1_%GXR_$O1OVY MOAW_ ,% -<\*?M6:)A:); M)%.D4=KI<%Y 7D#W$DDD[S!Y3L4A4CC5<_\ X))_\$^/'_\ P3"_9)TC]C_7 M?V@M+^(.A^';N^FT34K?P-)H]U&+JZDNG27-_!]3\,>#KO0;CPYK?A(ZOI7B"&XN8YW2 M\C2YMY(PC0QF.2&171F;[REHW^B** /DW4?V#?CI^TK^T[\-OVC/VZ?BAX.U M'3O@[J-QJW@#P%\/_#]U;6K:U(@C74[ZZNYY))VB09B@C2)4<[F:7 %3?"?_ M ()Z?%WX:?\ !3+XE?\ !0ZY_:1\.ZA;_$?PGI_A^X\%)\.)X6L;>R">0ZWO M]J/O?*L7S" V[ "8R?JRB@#Y1_8R_P""??QU_9+^.7QY^-EY^T_X7\2R?&_Q M:OB.331\,)[)-%O$B:&-5?\ M:0SQ"/RPRG8Q*$AEW8'@P;2-9-TESLFMGU*X6Z@W*P5=R%=P8E MR@!_2JB@#X+^)/\ P2E_;)^-G[3GP"_;$^*/_!1*T'CKX/#7;>^?P_\ "VVM MK"6TU2Q6SG^P02W$I@N3'YF9KA[E"[(ZPQK&8G].\+_\$_?B[X>_X*I>(?\ M@I+/^TGH5Q8:_P##F'P4_@ ?#R5'@TZ*[6[CD%__ &F=UP) P+F#85%;2UNUU Z5+'+-:%J]N]OJEA::O=67VN!T9'AD>VDC=XG5F5HR=K X8$4 ?F MM_P2:_9I_:R_:'_X(5_#']G2U_:)\+Z-X!\=_#^:QU#7+3PM._B'3](NY9UN M["!OM/V8S%'EBCNV0>4KJ3#(\>]_TJ^#_P )O 7P&^%/AOX)_"S08]+\->$M M#M=(T+3HV)%O:6\2Q1)D\L0JC+'))R222:Q?V#I/ M#OA>R9CI^@IJ]W]Y)9972;Q#X;TC4YGEU#1=/NCI MZ3M^P7$<9'(XW*Q#K]$T4 ?-?AC]B'X@_$G]K'P;^V7^V1\ M1/#OB3Q%\,M#O].^&OASPCX?FL=+T>XOU2.^U1S<7$\L]U+%&D2#*QPQ[@!( M[>:/I2BB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HH MHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB M@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHKS_]F_X/ M^._@EX$O/"7Q#^/7B#XBWUSX@OM0AUSQ)%$D]O!/*7CLU$0 \J%?D4GG YH M] HKS_\ 9O\ @_X[^"7@2\\)?$/X]>(/B+?7/B"^U"'7/$D423V\$\I>.S41 M #RH5^12><#FC]F_X/\ COX)>!+SPE\0_CUX@^(M]<^(+[4(=<\211)/;P3R MEX[-1$ /*A7Y%)YP.: /E[_@O]_P5)U+_@E;^P???$[X=?9I/B)XOU%?#_@" M.ZB$B6MU)&[RWSH>'6")&8 @J96A5@58U_'_ /$CXE?$'XQ>.]5^*'Q5\::G MXB\1ZY>O=ZQK>L7CW%S>3N(?!^@_P!K?#WQ'JQFD8YE> R1-$Q)ST'PEX@OM?:-@^T7%L,^I [T ?UH45Y_\ LW_!_P =_!+P M)>>$OB'\>O$'Q%OKGQ!?:A#KGB2*))[>">4O'9J(@!Y4*_(I/.!S1^S?\'_' M?P2\"7GA+XA_'KQ!\1;ZY\07VH0ZYXDBB2>W@GE+QV:B( >5"OR*3S@@ M45Y_^S?\'_'?P2\"7GA+XA_'KQ!\1;ZY\07VH0ZYXDBB2>W@GE+QV:B( >5" MOR*3S@+(_AFFLZE+XT\$67Q!O-3\-:C:W&@:BEGJL$4\\J(RW#0)B$B.3 M[0LA4M&&KT_]J;PO^R-^U7XKB_X)[?M5?#71O%=MXP\(WGB*ST76E!$T-G<6 M]O++ P(DBGB:\B(EB974.2&'-?FC;?LF?M _\&^7_!0CX$>%_P!CS]H+Q'XN M_9T_: ^*<'@_6?A!XKNOM4GA^ZNV&;RV;IMC5GG,R+&^VWV3&4,' !]E_P#! MPG^T/\=_V6_^"4?Q%^,/[/.OZIHVM6MSI-I?Z_H3;;[2].N=1M[>ZGMW_P"6 M4OER%%E',9DW@J5##SW]G;XK?LP_#G]JK2OC_P#LH?&Q= _9FT;X37,'Q9^( M/B_QY/\ \(OJFO3W5E_9*17>I3F.74HD%[]JGC8D>?'#,YE"HN)I7Q(\-_\ M!9/_ (*4?M)_L!?'GQ1J-C\(/@9HUAH\7PWTS5'L9/&.HWJSI=ZI>O$PDF@L MY(T2&#/D[Y8)G5G"!?E;]C_XE_%3X):QXO\ ^#5?]KSQ78G^T?$ TKP/\1[_ M %.&&.\\!W@>[N+.,,VXW\T&8+:,9,;WKC.VT190#]8OV@O'?P,_:J_8A\>^ M//@M\;;'Q-HUKX4U>XTOQ5\-?';;8+R&QE*M%>Z;."'3>K8#\$J2.E?F7^PI M\&_'?QF_X-Q+?_@H%)^VA\'-- MV(-,L#87,5JHB7_5QD6\BIP!B)@.E?G5_P $%_\ @GE\ OVS/^"$'P;\/?M M:[X^U7PQJ\GB!]<\$V?Q&U2RT;4A%XFU((DMM;SH/+S&C&-2J,X+LI8EJ /L MO_@BC^V%\6_V]/\ @F+\+/VH_CKID-OXL\0:=>P:U-;6ODQWLEG?W%D+M4 M3SEMQ*54!0SL% 7 KYL_X.&+/Q1X1^(?[*.N?#OXO>/_ I+X[_:7\/^$?%Z M>$?B!JNEQ:GI-VP66"2.UN$3I& '"AAN;!Y.?TC^'WP^\#_"?P-I'PR^&?A. MPT+P]H.GQ6.BZ-I=LL-O96T2A8XHT4 *JJ !7YS_P#!QFZ#Q9^Q(A8;C^V= MX2(&>2!(_P#B/SH ^ROB)^V;^Q3^R?XX\*_LX?$_]HCP]X=\2>(&:+P]X=U; M6Y+B^E14:5I92Q>2*$*K,9YRL8 ^_5?]F/\ X*/_ +$7[9/Q \1?"O\ 9I_: M$TCQ3XB\*VZ7.M:1;V]Q!,EL[!5N8A<1)]H@)9!YT.^/YT^;YUS\H?\ !:KP MMX9\6_\ !0?]@'2_%7AVQU*VD^-NJ));7]HDT;K]AA?!5P01N1&QZHI["K?Q M0M[?3O\ @Z%^&%]80)#-J/[).K0W\L:[6N(TUF1D5R/O 'D9Z8H \^^('[;W M[*/[9W_!7?QA^RO^TW!)XK^#'AKX*VL&A^$=:\#ZG+_ -J#]NG0_B^^/B58?M-WKZO'<_Z]-!$ M]&1<_,;=8;: M81'H4.1][D ^Q9OV[?V-+?\ 9MM_VP;G]IKP7'\,+J$R6WC:37H5L)2"P,2N M3S,&1U,('F!D9=NX$5Y[I'_!93_@EYK7BZR\"P?MJ>#+?4M0\#P^+[>+4[F6 MSC71Y8$N(YY)9T2.%VAD2402,LVQPWEX.:_/KX4^!]<^'?P5_P""Q?@/PG:^ M3\*[*W\33^$K*$?Z);:U-X:U&XUB.%1\J%2]@"JXVX48&!7VA_P3%^%'PPL? M^"+_ ,$-:M/AWHB7L?[.%EY=Z-+B\Y/MFEI/=A7V[@)I6+R '#L)O M^"U__!+7P=\/?#'Q7\1?MA^'X/#OC#>="U1;"^DC>-;N:S\Z8) 3:PM<031K M-.(XW,3%68#-=+X^_P""I_\ P3W^%_QQT3]G+QQ^U1X;LO%WB*_MK'2K)3-- M;/=7"*\%O)>11M;032(Z,D%?#"_P#!F7X@=?#MB&OO M@]XSO;UA:(#<7,>J:CY7'[)_B;]M'PC\47\1^!_"37<.MR:#H]U/?V]Y;?ZVQ M>R,:W$-R"5!BE1"H8,^U/FKQKXY^./AQXD_X+&>'?A/^SU\.=)?]H33O@/=7 M>L_$7Q;>WDFE^&_",NJQJL4>G031C4KN2[((3?!Y<9+-/TC/S7_P3-M-3TW] MFW_@IKI&L^(UU>]B^._Q%2ZU%+9(1>3_ -EG?*(D^5-S G:,XZ9.,T ?2G[- M/_!33]DW]N__ ()L:G\7/VG/B%9^!]#\3>#+U?'RZE+=Z/;Z58WYNH4MX;^5 M8UEF$ *A[>1GWKN7!(%>S?L@^(_V-_@1_P $_?!/BCX%?%."#X(^&O!,,_A_ MQ=XFU:5(DTB-25N)I[S8RKC)^<* , !0 !\H_L+&SN?^#7+3+*8Q2"7]ESQ$ M&B;!WJ+"]#<=QR ?K7RM\(,2W&^.+N0" ?K/\/?^"@'[)OQ+^+.F_ G1?B5=Z;XOUO3 MY+_P[X?\7>%-4T&XUNU0;GFL!J5M +]%7YBUN9 %^;IS6?XR_P""FW[ 7P_^ M*OB7X(^+?VK_ ?:^*?!N@2ZSXJT==1\U]+M8[JWM"LS1AD2[ MRJ%C:OE7_@Y@\&:_K'[*WP?^('PAA*?%+P]^T9X5_P"%6WMIQ=?VG<2R1""- MA\Q5QAF0<-Y*DCY>%@\+>&=:_P"#KBYU'5_#UE=7&F_L/K?:=/<6J.]M<_\ M"4I!Y\9(RDGE221[Q@['9-HM7\5CP7XLOM$OM7L8K*\C6Q%W8R1S1QO);GX7) "U\=_&3_E;?^$__9G] MS_Z=M9KT7_@XH^*.I?!S]C[X;>/]1US4M,\%Z?\ M'^"+CXGZCIEM',]MH$- M^9Y)3'+')%(%N(K1@DD;HSA%96!P0#Z1^&G_ 4)_9&^*_QHMOV=O#7Q0NK' MQO?Z6^I:/X:\5>%=4T.ZU:S7):XL5U*V@%]$ K-OMS(-JEL[035KXZ?MW?LM M_LXZMJF@_%/XA7J7F@Z4NJ>);;P_X5U/6FT*P8.5N]0&G6T_]GP,(Y");CRT M(C<@D*2/%OCG^QC^S'\:OB-\!OVP/CA^V)X[\7WG@;QO8WOP>U&ROM#C@O[S M4)K<+$ATW38FN[>9(D:0!BH@260E55F'D_\ P0C^)/A'XT67[7?P5^,AAN_B M/'^TUXL'Q(T353FYN=.N/+M;1F4G=]E\B![:,#Y56W(7 (R 87_!PMXB^''Q MF_8;^"O[1OP@^*-WJVDZC\=/!W]C:IX9\67!TK5;"YNG)WP0R_9[D$A2&=&= M2F 5Y!^Q?A9_P4V_8-^-O[1MS^R7\*_VE]!UKX@6UK/<)H5JDX6\CA)\YK6X M:,6]YLVON$$DA4(Y.-C8^"/^"QGPF_9-^&'_ 2(^%/P'_9%\'V5I\+?#_[3 M>@:/I6EQW$UY:2%=9O!?*LER\CSH;MKI69F8,0^,KBO6/^"J6EZ9X:_X*N?\ M$[[_ ,/:;;V4MKX]\6Z=;/:P*GE6CZ/ C0* ,!"O&T< =,4 ?2_B3_@JA_P3 MP\*Z_P",O"^K?M;>$7O_ (?QVS>+;:PO&NS8R7#ND-N# KB:Y=HW MHM\WRG MY*[K]E_]K;]G']M#X20_'7]F'XL:=XN\*S7Z\.V,NIVGPA\%-9W\MJC30&2! MXY"CD97*^0]7UGXI?#_P#8"_X*U1_L_I<6FH6OQ]UYTATQ2IM[ M.X:V75)4"_LG2?#OBR M]T'4(/#NK7P8J+>UUJ2W&G7$A9655CN&+,I5SATV3P>G[*UMJWAM5C7RK>YLM'CN;!%'\$B7,$*8ZJP*GG-> M%?MA7/Q9KN3QA+^TS\)'\02:@2;EIS:2$F?=SYQ&/,SSOW9 MYH _4OXS_M'?!K]G]=)A^*7B]K6^\07+V_A[0]-TRYU'5-6E1=\BVEC9QRW- MT43YG\J-MB_,V!S5+]GG]K/]GG]JO3]9O?@/\2[;6IO#>I'3_$VDS6<]EJ6B MW?/[B]L;J.*YM)#AB%FC0G:<9P:^)O"WQ#UJ+_@Z3\2^!?BY&?@AJ/Q8U#7_&/CSP M_P""?B1HNH6)T3Q+)J32P/>7-S,VEW$QQ(L27$2J.C MF';PSJ,DKW=T56W MMGAB@:6&:1W6-8I%5S(0F-_RUZ%#*L\2S(& =0P#H5.#Z@\@^QYK\TO^";W[ M8?C+_@K#J'P;\'?%C1+BS\0_L\VUUJW[06EW4)0Q^.;22XT?3+60 ;3N,>I: MFR GRI(K/J>1^E] !1110 4444 %%%% !1110 4444 %%%% !1110 4444 % M%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 44 M44 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !111 M0 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% M!1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 > M!_\ !3#_ ()]_"?_ (*;_L@>)?V3_BS\121N MVEF1TRN^*21-R[]P_D;_ &^?^"/_ .WS_P $X_'=_P"&?V@?@/K#Z';W#+IW MCO0;&6\T/48MV%DCND7;&6&#Y4NR5<_,@K^V"B@#^$S]F[]CK]JC]L#QE;^ M?V8_@!XJ\;:GXL'$EMHEDAWQZ9!)C]X=YWS2#"NZH%RL2NW MZ, # %% !1110 4444 >.?M%_L%?LR_M4_$+PY\6OC'X0U.?Q1X.LKBW\(^ M(]$\3W^DW^B>>R-++;7%C-%+%(WEH"P;E05(*LP-#X9_\$]O@%\/OC-IW[1' MB+4O&'CSQQH=G/:>&?$?Q&\8WFLR:#!.NV9;&*9_)M7D0!'FCC$KK\K.P)!] MRHH ^5?VC/\ @C1^PW^TG^T@O[7NN>&_%GA+XER6BVNI>,OAMX[U'P]>ZE J M*@CN'LIDW_(BH7&'*JJEB%4 ^.7_ 1/_P""9_[0WP.T_P" 7Q&_9FT^33-) MU&74=+UJTU&YCUN"^EV^==MJ?F&ZN)I-B>8T\DGF>7'OW;%Q]544 >"?"O\ MX)I?LD?!S]FS5OV4_!7A+Q!#X6\1-,_BBX_X3G5H]5UMY8/L\C76HQ7*74N8 M<1[?,"*BJJJH50.D_9#_ &)?V;OV$/AA#\%OV6?!VJ>'/"EM++)9Z!=>,-5U M2VM&ED:63R5O[F?R0TCN[!-H+.Q/)->KT4 %>%_M8?\ !-O]C_\ ;?\ $OAK MQ=^TWX"U[Q!>^#M434_"QM?B)KNF1:7>ILV74,-C>PQI,I12) NX$'!Y.?=* M* /$/C+_ ,$Z_P!E#]H+Q_X!^*?Q>\)^)]7\0?"^Z:Z\":I_PLO7X)-*G;;O MF7R;Y!)(P10SR!V91M)(XJQJ_P#P3]_99U[]JO2OVVM6\(^(9OB=H>CG2=*\ M2'XAZX%M[ LSM:BU%Z+8PLSLS1F(JQ.2":]GHH \-\+_ /!./]DKP9^U)K'[ M:7AOPCXGM_B9X@T^.PUKQ,WQ,\02&\M(S&4MGMWOC;F%3%&1'Y>T;>!R+O 'BR\T:ZUBP7&RWO1;2+'=JN MU-K2*SIL0*RA5 ]THH \@O?V#OV6+W]F/5?V.Q\.KJU^'VO0W86S5SX:_L8_L_?"#]FE?V0OASH?B M#3?A_%I9TVUTA?'FLRSVEF5"_9X+V2[:[@C"C:$CE4*N5 )%>IT4 ?/7AK_ M ()8_L1>#_V1+K]@WPS\-=?L_A+>Q30W'@Z+XE>(/*,,TDDDT"S&^\](9'ED M9XED",7)*FCXE_\ !+#]B'XQ?LL:+^Q/\3?AMX@UCX7^'H;:'2O"=S\2_$ C MCBM@@MXGE6_$TT<0CC\N.1V6/8-H&*^A:* /G+XV?\$HOV)OV@OBMX/^.7Q* M\">(IO&'@C13HVD>)]/^(.LVFHW&FEF)K9+F>2Q:.1%26*"TDF+X M_P!:,GV"8R&2Q@N/M?GVMJ?.E)@A=$8R,S!F8D]5X:_X)Y_L>^%_V1IOV$+? MX/KJ/PEFT]K$^#?$>NW^K0QVQ8.L</8Z^4RJR;2 1[110!X1\ M'?\ @G/^SC\&]:\*Z[;R^,/%,W@*)H_ ,7CWQSJ&MP^&E,1AW6<=W*Z)((6, M2SL&F2,E%<*S Z$7_!/[]EF#]K>?]NF'P?KZ?%.YT7^QI_$R_$'6PKZ;YJS? M8OLOVS[+]G\U5D\GRMFX;MN>:]GHH \:^!O[ ?[+G[-_QO\ &G[1OP@\(:]I M_C+XBRPR^-]6O?'^MZ@NL20JRPO-!=WDL):-7=4(0%%8A<#BO9:** / =<_X M)B_L:^(_VK;3]M_6/ _BB3XIV&G'3[+Q:GQ1\11RV]F?,S:I$E^(5@)ED/E! M-F78[M_%[X0_#'X^?#+6_@U\9O ^G^)/"WB.P>RUO1-5@$D%W"W56'8@ M@,&&&5E#*00".CHH ^4?V*_^"*/_ 3L_8!^(Y^+'[./P;O;778(;B'1KO7? M$]]J@T6&?(F2R2ZE=;$?#/A[Q5JFB66FRVJ;+9TBTVY M@4F)20A;.S.1@U)\8/\ @G;^RE\>_B7X#^,/Q9\*^*-5\2_#&=I_ FJ_\+,\ M00/I,SJBO*JPWR*\CK&BN\@9G PQ()S[=10!XIX._P"">G[*?@#]ICQ/^V'X M2\(>(K3XC>,]/CL?$_B,_$779/M]M&BI%$\#WK0!8U10@6,;,97!I_[/G_!/ MG]D_]ESQ)X[\5_!GX?ZI9W?Q.U.;4?'JZSXUU?5X-:NYBWFSS0:A=SQ&1PQ4 ML%!*G;]WBO:** /F3P-_P2(_8F^'?A\_#?PUX4\3#X>KK?\ :\/PGNO'&I3^ M%8;OSA<9&F23&$P^>/-^S,#;B3YA%D#'=?M4?L&?LO?MJ7OA*_\ VC_!6KZW M)X%U^#7/"8L/&VKZ4FG:G"28;Q$L+N!6G3)VR,"RY(! ->PT4 >-_M(?L%?L MU_M477@[Q#\4O#.J)XE^'MR;CP-XWT+Q'>:?KNB2,@23RK^"59F610!(DC.D MG5U8\U:\$?LY^ OV6/#/CCXD_!;X?ZGXI\=:YIS7NJZCK_B.6[UCQ1=6L#BT MM);Z\=C'&#^[BCRL$/F,5106SZU10!^#_P"SS\"O^"'_ (Z\+P3?M6_"#]H# MX4?'S6[V?4/B)X!\-^%?'=B8]:N)I)IX+"UTZ&:!K82$QP>62[1)&7^'](,,!MK/ M4Y$?S SR">2&$F29(YD@9=T#A?T#HH ^??\ @G=\!]0^&/P\\7?&GQO\-(?" MGC3XT^/=0\<>+-#$$23:<;DK%964YCRIGALH;99R"5:Y:Y<$[R3]!444 %%% M% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 M %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 M4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1 M110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%% M% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 M %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 M4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1 M110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%% M% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 M %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 M4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1 M110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%% M% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 M %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 M4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1 M110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%% M% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 M %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 M4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1 M110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%% M% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 M %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 M4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1 M110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%% M% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 M %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 M4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1 M110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%% M% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 M %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 J4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 ?_9 end XML 15 lpsn-20201231_htm.xml IDEA: XBRL DOCUMENT 0001102993 2020-01-01 2020-12-31 0001102993 2020-06-30 0001102993 2021-02-26 0001102993 2020-12-31 0001102993 2019-12-31 0001102993 2019-01-01 2019-12-31 0001102993 2018-01-01 2018-12-31 0001102993 us-gaap:CostOfSalesMember 2020-01-01 2020-12-31 0001102993 us-gaap:CostOfSalesMember 2019-01-01 2019-12-31 0001102993 us-gaap:CostOfSalesMember 2018-01-01 2018-12-31 0001102993 us-gaap:SellingAndMarketingExpenseMember 2020-01-01 2020-12-31 0001102993 us-gaap:SellingAndMarketingExpenseMember 2019-01-01 2019-12-31 0001102993 us-gaap:SellingAndMarketingExpenseMember 2018-01-01 2018-12-31 0001102993 us-gaap:GeneralAndAdministrativeExpenseMember 2020-01-01 2020-12-31 0001102993 us-gaap:GeneralAndAdministrativeExpenseMember 2019-01-01 2019-12-31 0001102993 us-gaap:GeneralAndAdministrativeExpenseMember 2018-01-01 2018-12-31 0001102993 us-gaap:ResearchAndDevelopmentExpenseMember 2020-01-01 2020-12-31 0001102993 us-gaap:ResearchAndDevelopmentExpenseMember 2019-01-01 2019-12-31 0001102993 us-gaap:ResearchAndDevelopmentExpenseMember 2018-01-01 2018-12-31 0001102993 us-gaap:CommonStockMember 2017-12-31 0001102993 us-gaap:TreasuryStockMember 2017-12-31 0001102993 us-gaap:AdditionalPaidInCapitalMember 2017-12-31 0001102993 us-gaap:RetainedEarningsMember 2017-12-31 0001102993 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2017-12-31 0001102993 2017-12-31 0001102993 us-gaap:CommonStockMember 2018-01-01 2018-12-31 0001102993 us-gaap:AdditionalPaidInCapitalMember 2018-01-01 2018-12-31 0001102993 us-gaap:TreasuryStockMember 2018-01-01 2018-12-31 0001102993 srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember us-gaap:RetainedEarningsMember 2017-12-31 0001102993 srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember 2017-12-31 0001102993 us-gaap:RetainedEarningsMember 2018-01-01 2018-12-31 0001102993 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2018-01-01 2018-12-31 0001102993 us-gaap:CommonStockMember 2018-12-31 0001102993 us-gaap:TreasuryStockMember 2018-12-31 0001102993 us-gaap:AdditionalPaidInCapitalMember 2018-12-31 0001102993 us-gaap:RetainedEarningsMember 2018-12-31 0001102993 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2018-12-31 0001102993 2018-12-31 0001102993 us-gaap:CommonStockMember 2019-01-01 2019-12-31 0001102993 us-gaap:AdditionalPaidInCapitalMember 2019-01-01 2019-12-31 0001102993 us-gaap:TreasuryStockMember 2019-01-01 2019-12-31 0001102993 us-gaap:RetainedEarningsMember 2019-01-01 2019-12-31 0001102993 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-01-01 2019-12-31 0001102993 us-gaap:CommonStockMember 2019-12-31 0001102993 us-gaap:TreasuryStockMember 2019-12-31 0001102993 us-gaap:AdditionalPaidInCapitalMember 2019-12-31 0001102993 us-gaap:RetainedEarningsMember 2019-12-31 0001102993 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-12-31 0001102993 us-gaap:CommonStockMember 2020-01-01 2020-12-31 0001102993 us-gaap:AdditionalPaidInCapitalMember 2020-01-01 2020-12-31 0001102993 srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember us-gaap:RetainedEarningsMember 2019-12-31 0001102993 srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember 2019-12-31 0001102993 us-gaap:RetainedEarningsMember 2020-01-01 2020-12-31 0001102993 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-01-01 2020-12-31 0001102993 us-gaap:CommonStockMember 2020-12-31 0001102993 us-gaap:TreasuryStockMember 2020-12-31 0001102993 us-gaap:AdditionalPaidInCapitalMember 2020-12-31 0001102993 us-gaap:RetainedEarningsMember 2020-12-31 0001102993 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-12-31 0001102993 lpsn:ConversableInc1Member 2019-01-01 2019-12-31 0001102993 lpsn:ConversableInc1Member 2020-01-01 2020-12-31 0001102993 lpsn:ConversableInc1Member 2018-01-01 2018-12-31 0001102993 lpsn:BotCentralMember 2018-01-01 2018-12-31 0001102993 lpsn:BotCentralMember 2020-01-01 2020-12-31 0001102993 lpsn:BotCentralMember 2019-01-01 2019-12-31 0001102993 lpsn:ConversableInc2Member 2018-01-01 2018-12-31 0001102993 lpsn:ConversableInc2Member 2020-01-01 2020-12-31 0001102993 lpsn:ConversableInc2Member 2019-01-01 2019-12-31 0001102993 lpsn:AdvantageTecIncMember 2018-01-01 2018-12-31 0001102993 lpsn:AdvantageTecIncMember 2020-01-01 2020-12-31 0001102993 lpsn:AdvantageTecIncMember 2019-01-01 2019-12-31 0001102993 lpsn:ConversableIncMember 2020-01-01 2020-12-31 0001102993 lpsn:ConversableIncMember 2019-01-01 2019-12-31 0001102993 lpsn:ConversableIncMember 2018-01-01 2018-12-31 0001102993 srt:MinimumMember lpsn:ComputerEquipmentAndSoftwareMember 2020-01-01 2020-12-31 0001102993 srt:MaximumMember lpsn:ComputerEquipmentAndSoftwareMember 2020-01-01 2020-12-31 0001102993 us-gaap:SoftwareAndSoftwareDevelopmentCostsMember 2020-01-01 2020-12-31 0001102993 2020-09-01 2020-09-30 0001102993 srt:MinimumMember 2020-12-31 0001102993 srt:MaximumMember 2020-12-31 0001102993 lpsn:HostedServicesBusinessMember 2020-12-31 0001102993 lpsn:HostedServicesBusinessMember 2019-12-31 0001102993 lpsn:HostedServicesConsumerMember 2020-12-31 0001102993 lpsn:HostedServicesConsumerMember 2019-12-31 0001102993 lpsn:ProfessionalServicesMember 2020-12-31 0001102993 lpsn:ProfessionalServicesMember 2019-12-31 0001102993 lpsn:HostedServicesBusinessMember 2020-01-01 2020-12-31 0001102993 lpsn:HostedServicesBusinessMember 2019-01-01 2019-12-31 0001102993 lpsn:HostedServicesBusinessMember 2018-01-01 2018-12-31 0001102993 lpsn:HostedServicesConsumerMember 2020-01-01 2020-12-31 0001102993 lpsn:HostedServicesConsumerMember 2019-01-01 2019-12-31 0001102993 lpsn:HostedServicesConsumerMember 2018-01-01 2018-12-31 0001102993 lpsn:ProfessionalServicesMember 2020-01-01 2020-12-31 0001102993 lpsn:ProfessionalServicesMember 2019-01-01 2019-12-31 0001102993 lpsn:ProfessionalServicesMember 2018-01-01 2018-12-31 0001102993 country:US 2020-01-01 2020-12-31 0001102993 country:US 2019-01-01 2019-12-31 0001102993 country:US 2018-01-01 2018-12-31 0001102993 lpsn:OtherAmericasMember 2020-01-01 2020-12-31 0001102993 lpsn:OtherAmericasMember 2019-01-01 2019-12-31 0001102993 lpsn:OtherAmericasMember 2018-01-01 2018-12-31 0001102993 srt:AmericasMember 2020-01-01 2020-12-31 0001102993 srt:AmericasMember 2019-01-01 2019-12-31 0001102993 srt:AmericasMember 2018-01-01 2018-12-31 0001102993 us-gaap:EMEAMember 2020-01-01 2020-12-31 0001102993 us-gaap:EMEAMember 2019-01-01 2019-12-31 0001102993 us-gaap:EMEAMember 2018-01-01 2018-12-31 0001102993 exch:XPST 2020-01-01 2020-12-31 0001102993 exch:XPST 2019-01-01 2019-12-31 0001102993 exch:XPST 2018-01-01 2018-12-31 0001102993 country:GB 2020-01-01 2020-12-31 0001102993 country:GB 2019-01-01 2019-12-31 0001102993 country:GB 2018-01-01 2018-12-31 0001102993 country:NL 2020-01-01 2020-12-31 0001102993 country:NL 2019-01-01 2019-12-31 0001102993 country:NL 2018-01-01 2018-12-31 0001102993 us-gaap:BilledRevenuesMember 2019-12-31 0001102993 us-gaap:UnbilledRevenuesMember 2019-12-31 0001102993 us-gaap:BilledRevenuesMember 2020-01-01 2020-12-31 0001102993 us-gaap:UnbilledRevenuesMember 2020-01-01 2020-12-31 0001102993 us-gaap:BilledRevenuesMember 2020-12-31 0001102993 us-gaap:UnbilledRevenuesMember 2020-12-31 0001102993 srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember us-gaap:AccountingStandardsUpdate201613Member 2020-01-01 0001102993 srt:MinimumMember us-gaap:EmployeeStockOptionMember 2020-01-01 2020-12-31 0001102993 srt:MaximumMember us-gaap:EmployeeStockOptionMember 2020-01-01 2020-12-31 0001102993 us-gaap:OperatingSegmentsMember lpsn:HostedServicesBusinessMember lpsn:ConsumerBusinessMember 2020-01-01 2020-12-31 0001102993 us-gaap:OperatingSegmentsMember lpsn:HostedServicesConsumerMember lpsn:ConsumerMember 2020-01-01 2020-12-31 0001102993 us-gaap:OperatingSegmentsMember lpsn:ProfessionalServicesMember lpsn:ConsumerBusinessMember 2020-01-01 2020-12-31 0001102993 us-gaap:OperatingSegmentsMember lpsn:ConsumerBusinessMember 2020-01-01 2020-12-31 0001102993 us-gaap:OperatingSegmentsMember lpsn:ConsumerMember 2020-01-01 2020-12-31 0001102993 us-gaap:CorporateNonSegmentMember 2020-01-01 2020-12-31 0001102993 us-gaap:OperatingSegmentsMember lpsn:HostedServicesBusinessMember lpsn:ConsumerBusinessMember 2019-01-01 2019-12-31 0001102993 us-gaap:OperatingSegmentsMember lpsn:HostedServicesConsumerMember lpsn:ConsumerMember 2019-01-01 2019-12-31 0001102993 us-gaap:OperatingSegmentsMember lpsn:ProfessionalServicesMember lpsn:ConsumerBusinessMember 2019-01-01 2019-12-31 0001102993 us-gaap:OperatingSegmentsMember lpsn:ConsumerBusinessMember 2019-01-01 2019-12-31 0001102993 us-gaap:OperatingSegmentsMember lpsn:ConsumerMember 2019-01-01 2019-12-31 0001102993 us-gaap:CorporateNonSegmentMember 2019-01-01 2019-12-31 0001102993 us-gaap:OperatingSegmentsMember lpsn:HostedServicesBusinessMember lpsn:ConsumerBusinessMember 2018-01-01 2018-12-31 0001102993 us-gaap:OperatingSegmentsMember lpsn:HostedServicesConsumerMember lpsn:ConsumerMember 2018-01-01 2018-12-31 0001102993 us-gaap:OperatingSegmentsMember lpsn:ProfessionalServicesMember lpsn:ConsumerBusinessMember 2018-01-01 2018-12-31 0001102993 us-gaap:OperatingSegmentsMember lpsn:ConsumerBusinessMember 2018-01-01 2018-12-31 0001102993 us-gaap:OperatingSegmentsMember lpsn:ConsumerMember 2018-01-01 2018-12-31 0001102993 us-gaap:CorporateNonSegmentMember 2018-01-01 2018-12-31 0001102993 country:US 2020-12-31 0001102993 country:US 2019-12-31 0001102993 country:IL 2020-12-31 0001102993 country:IL 2019-12-31 0001102993 country:AU 2020-12-31 0001102993 country:AU 2019-12-31 0001102993 country:NL 2020-12-31 0001102993 country:NL 2019-12-31 0001102993 lpsn:UnitedKingdomGermanyJapanFranceItalySpainCanadaSingaporeMember 2020-12-31 0001102993 lpsn:UnitedKingdomGermanyJapanFranceItalySpainCanadaSingaporeMember 2019-12-31 0001102993 lpsn:ComputerEquipmentAndSoftwareMember 2020-12-31 0001102993 lpsn:ComputerEquipmentAndSoftwareMember 2019-12-31 0001102993 lpsn:FurnitureEquipmentAndBuildingImprovementsMember 2020-12-31 0001102993 lpsn:FurnitureEquipmentAndBuildingImprovementsMember 2019-12-31 0001102993 us-gaap:SoftwareDevelopmentMember 2020-12-31 0001102993 us-gaap:SoftwareDevelopmentMember 2019-12-31 0001102993 lpsn:BusinessMember 2019-12-31 0001102993 lpsn:ConsumerMember 2019-12-31 0001102993 lpsn:BusinessMember 2020-01-01 2020-12-31 0001102993 lpsn:ConsumerMember 2020-01-01 2020-12-31 0001102993 lpsn:BusinessMember 2020-12-31 0001102993 lpsn:ConsumerMember 2020-12-31 0001102993 lpsn:BusinessMember 2018-12-31 0001102993 lpsn:ConsumerMember 2018-12-31 0001102993 lpsn:BusinessMember 2019-01-01 2019-12-31 0001102993 lpsn:ConsumerMember 2019-01-01 2019-12-31 0001102993 lpsn:TechnologyMember 2020-12-31 0001102993 lpsn:TechnologyMember 2020-01-01 2020-12-31 0001102993 us-gaap:CustomerContractsMember 2020-12-31 0001102993 us-gaap:CustomerContractsMember 2020-01-01 2020-12-31 0001102993 us-gaap:PatentsMember 2020-12-31 0001102993 us-gaap:PatentsMember 2020-01-01 2020-12-31 0001102993 us-gaap:OtherIntangibleAssetsMember 2020-12-31 0001102993 us-gaap:OtherIntangibleAssetsMember 2020-01-01 2020-12-31 0001102993 lpsn:TechnologyMember 2019-12-31 0001102993 lpsn:TechnologyMember 2019-01-01 2019-12-31 0001102993 us-gaap:CustomerContractsMember 2019-12-31 0001102993 us-gaap:CustomerContractsMember 2019-01-01 2019-12-31 0001102993 us-gaap:PatentsMember 2019-12-31 0001102993 us-gaap:PatentsMember 2019-01-01 2019-12-31 0001102993 us-gaap:OtherIntangibleAssetsMember 2019-12-31 0001102993 us-gaap:OtherIntangibleAssetsMember 2019-01-01 2019-12-31 0001102993 lpsn:ConvertibleSeniorNotesDue2024Member us-gaap:ConvertibleDebtMember 2019-03-31 0001102993 lpsn:ConvertibleSeniorNotesDue2024Member us-gaap:ConvertibleDebtMember 2019-03-01 2019-03-31 0001102993 2019-03-31 0001102993 lpsn:ConvertibleSeniorNotesDue2024Member 2019-03-31 0001102993 lpsn:ConvertibleSeniorNotesDue2024Member 2019-03-01 2019-03-31 0001102993 lpsn:CappedCallsMember 2019-03-31 0001102993 2019-03-01 2019-03-31 0001102993 lpsn:ConvertibleSeniorNotesDue2024Member us-gaap:ConvertibleDebtMember 2020-01-01 2020-12-31 0001102993 lpsn:ConvertibleSeniorNotesDue2026Member us-gaap:ConvertibleDebtMember 2020-12-31 0001102993 lpsn:ConvertibleSeniorNotesDue2026Member us-gaap:ConvertibleDebtMember 2020-12-01 2020-12-31 0001102993 lpsn:ConvertibleSeniorNotesDue2026Member 2020-12-31 0001102993 lpsn:ConvertibleSeniorNotesDue2026Member 2020-12-01 2020-12-31 0001102993 lpsn:CappedCallsMember 2020-12-31 0001102993 2020-12-01 2020-12-31 0001102993 lpsn:ConvertibleSeniorNotesDue2026Member us-gaap:ConvertibleDebtMember 2020-01-01 2020-12-31 0001102993 lpsn:ConvertibleSeniorNotesMember us-gaap:ConvertibleDebtMember 2020-12-31 0001102993 lpsn:ConvertibleSeniorNotesMember us-gaap:ConvertibleDebtMember 2019-12-31 0001102993 lpsn:ConvertibleSeniorNotesMember us-gaap:ConvertibleDebtMember 2020-01-01 2020-12-31 0001102993 lpsn:ConvertibleSeniorNotesMember us-gaap:ConvertibleDebtMember 2019-01-01 2019-12-31 0001102993 us-gaap:OtherExpenseMember 2020-01-01 2020-12-31 0001102993 lpsn:AdvantageTecIncMember 2018-10-01 2018-10-31 0001102993 lpsn:AdvantageTecIncMember 2019-01-01 2019-12-31 0001102993 lpsn:AdvantageTecIncMember 2020-01-01 2020-12-31 0001102993 lpsn:ConversableIncMember 2018-09-01 2018-09-30 0001102993 lpsn:ConversableIncMember 2019-01-01 2019-12-31 0001102993 lpsn:ConversableIncMember 2018-09-30 0001102993 lpsn:BotCentralMember 2018-01-01 2018-01-31 0001102993 lpsn:BotCentralMember 2018-01-31 0001102993 lpsn:BotCentralMember 2018-01-01 2018-12-31 0001102993 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:MoneyMarketFundsMember 2020-12-31 0001102993 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:MoneyMarketFundsMember 2020-12-31 0001102993 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:MoneyMarketFundsMember 2020-12-31 0001102993 us-gaap:FairValueMeasurementsRecurringMember us-gaap:MoneyMarketFundsMember 2020-12-31 0001102993 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:MoneyMarketFundsMember 2019-12-31 0001102993 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:MoneyMarketFundsMember 2019-12-31 0001102993 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:MoneyMarketFundsMember 2019-12-31 0001102993 us-gaap:FairValueMeasurementsRecurringMember us-gaap:MoneyMarketFundsMember 2019-12-31 0001102993 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2020-12-31 0001102993 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2020-12-31 0001102993 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2020-12-31 0001102993 us-gaap:FairValueMeasurementsRecurringMember 2020-12-31 0001102993 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0001102993 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0001102993 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0001102993 us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0001102993 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember lpsn:ContingentEarnOutMember 2020-12-31 0001102993 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember lpsn:ContingentEarnOutMember 2020-12-31 0001102993 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember lpsn:ContingentEarnOutMember 2020-12-31 0001102993 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember lpsn:ContingentEarnOutMember 2019-12-31 0001102993 us-gaap:FairValueMeasurementsRecurringMember lpsn:ContingentEarnOutMember 2020-12-31 0001102993 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember lpsn:ContingentEarnOutMember 2019-12-31 0001102993 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember lpsn:ContingentEarnOutMember 2019-12-31 0001102993 us-gaap:FairValueMeasurementsRecurringMember lpsn:ContingentEarnOutMember 2019-12-31 0001102993 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:SeniorDebtObligationsMember 2020-12-31 0001102993 lpsn:ConversableIncAndAdvntageTecIncMember 2018-12-31 0001102993 lpsn:ContingentEarnOutMember 2020-01-01 2020-12-31 0001102993 lpsn:AdvantageTecIncMember lpsn:ContingentEarnOutMember 2020-01-01 2020-12-31 0001102993 lpsn:ContingentEarnOutMember 2019-12-31 0001102993 lpsn:ContingentEarnOutMember 2018-12-31 0001102993 lpsn:ConversableIncMember lpsn:ContingentEarnOutMember 2020-01-01 2020-12-31 0001102993 lpsn:ConversableIncMember lpsn:ContingentEarnOutMember 2019-01-01 2019-12-31 0001102993 lpsn:AdvantageTecIncMember lpsn:ContingentEarnOutMember 2019-01-01 2019-12-31 0001102993 lpsn:ContingentEarnOutMember 2019-01-01 2019-12-31 0001102993 lpsn:ContingentEarnOutMember 2020-12-31 0001102993 lpsn:TransitionToEmployeeCentricModelMember 2020-01-01 2020-12-31 0001102993 lpsn:MatchingTrancheOneMember 2020-01-01 2020-12-31 0001102993 lpsn:MatchingTrancheTwoMember 2020-01-01 2020-12-31 0001102993 us-gaap:LetterOfCreditMember lpsn:LetterOfCreditForOfficeSpaceMember 2020-12-31 0001102993 us-gaap:LetterOfCreditMember lpsn:LetterOfCreditForSecurityDepositMember 2020-12-31 0001102993 us-gaap:LetterOfCreditMember 2020-01-01 2020-12-31 0001102993 2020-03-31 0001102993 2019-11-01 2019-11-30 0001102993 us-gaap:EmployeeStockOptionMember lpsn:NineteenNinetyEightPlanMember 1998-12-31 0001102993 us-gaap:EmployeeStockOptionMember lpsn:TwoThousandPlanMember 2000-01-01 2000-12-31 0001102993 us-gaap:EmployeeStockOptionMember lpsn:TwoThousandPlanMember 2000-12-31 0001102993 us-gaap:EmployeeStockOptionMember lpsn:TwoThousandNinePlanMember 2009-01-01 2009-12-31 0001102993 us-gaap:EmployeeStockOptionMember lpsn:TwoThousandNinePlanAmendedMember 2012-06-07 2012-06-07 0001102993 us-gaap:EmployeeStockOptionMember lpsn:TwoThousandNinePlanAmendedMember 2017-04-30 2017-04-30 0001102993 us-gaap:EmployeeStockOptionMember lpsn:TwoThousandNinePlanAmendedMember 2019-04-11 2019-04-11 0001102993 us-gaap:EmployeeStockOptionMember lpsn:TwoThousandNinePlanAmendedMember 2020-06-11 2020-06-11 0001102993 us-gaap:EmployeeStockOptionMember lpsn:TwoThousandNinePlanAmendedMember 2019-04-11 0001102993 us-gaap:EmployeeStockOptionMember lpsn:TwoThousandNinePlanAmendedMember 2020-01-01 2020-12-31 0001102993 us-gaap:EmployeeStockOptionMember lpsn:TwoThousandNinePlanAmendedMember 2020-12-31 0001102993 lpsn:EmployeeStockPurchasePlanTwentyTenMember 2010-06-30 0001102993 lpsn:EmployeeStockPurchasePlanTwentyTenMember 2017-04-30 2017-04-30 0001102993 lpsn:EmployeeStockPurchasePlanTwentyTenMember 2017-04-30 0001102993 lpsn:TwoThousandNineteenEmployeeStockPurchasePlanMember 2020-01-01 2020-12-31 0001102993 lpsn:EmployeeStockPurchasePlanTwentyTenMember 2020-12-31 0001102993 lpsn:A2018PlanMember 2018-01-31 0001102993 lpsn:A2018PlanMember 2018-04-25 2018-04-25 0001102993 lpsn:A2018PlanMember 2018-07-31 2018-07-31 0001102993 lpsn:A2018PlanMember 2018-10-29 2018-10-29 0001102993 lpsn:A2018PlanMember 2019-02-13 2019-02-13 0001102993 lpsn:A2018PlanMember 2019-12-31 0001102993 us-gaap:EmployeeStockOptionMember lpsn:A2018PlanMember 2020-12-31 0001102993 us-gaap:EmployeeStockOptionMember 2020-12-31 0001102993 us-gaap:EmployeeStockOptionMember 2020-01-01 2020-12-31 0001102993 us-gaap:RestrictedStockUnitsRSUMember 2017-12-31 0001102993 us-gaap:RestrictedStockUnitsRSUMember 2018-01-01 2018-12-31 0001102993 us-gaap:RestrictedStockUnitsRSUMember 2018-12-31 0001102993 us-gaap:RestrictedStockUnitsRSUMember 2019-01-01 2019-12-31 0001102993 us-gaap:RestrictedStockUnitsRSUMember 2019-12-31 0001102993 us-gaap:RestrictedStockUnitsRSUMember 2020-01-01 2020-12-31 0001102993 us-gaap:RestrictedStockUnitsRSUMember 2020-12-31 0001102993 srt:MinimumMember us-gaap:RestrictedStockUnitsRSUMember 2020-01-01 2020-12-31 0001102993 srt:MaximumMember us-gaap:RestrictedStockUnitsRSUMember 2020-01-01 2020-12-31 0001102993 us-gaap:ForeignCountryMember 2020-01-01 2020-12-31 0001102993 us-gaap:DomesticCountryMember 2020-12-31 0001102993 lpsn:ProficientMember us-gaap:DomesticCountryMember 2020-12-31 0001102993 country:IL 2020-01-01 2020-12-31 0001102993 country:IL 2019-01-01 2019-12-31 0001102993 country:IL 2018-01-01 2018-12-31 0001102993 country:AU 2020-01-01 2020-12-31 0001102993 country:AU 2019-01-01 2019-12-31 0001102993 country:AU 2018-01-01 2018-12-31 0001102993 country:DE 2020-01-01 2020-12-31 0001102993 country:DE 2019-01-01 2019-12-31 0001102993 country:DE 2018-01-01 2018-12-31 0001102993 lpsn:JapanAndFranceMember 2020-01-01 2020-12-31 0001102993 lpsn:JapanAndFranceMember 2019-01-01 2019-12-31 0001102993 lpsn:JapanAndFranceMember 2018-01-01 2018-12-31 0001102993 us-gaap:ForeignCountryMember us-gaap:AustralianTaxationOfficeMember 2020-12-31 0001102993 us-gaap:DomesticCountryMember lpsn:NOLExpirationPeriodTrancheOneMember 2020-12-31 0001102993 us-gaap:DomesticCountryMember lpsn:NOLExpirationPeriodTrancheTwoMember 2020-12-31 0001102993 us-gaap:StateAndLocalJurisdictionMember 2020-12-31 0001102993 us-gaap:StateAndLocalJurisdictionMember lpsn:NOLExpirationPeriodTrancheThreeMember 2020-12-31 0001102993 lpsn:OtherRestructuringRightOfUseAssetWriteDownMember 2020-01-01 2020-12-31 0001102993 lpsn:OtherRestructuringRightOfUseAssetWriteDownMember 2019-01-01 2019-12-31 0001102993 lpsn:OtherRestructuringRightOfUseAssetWriteDownMember 2018-01-01 2018-12-31 0001102993 lpsn:OtherRestructuringPropertyAndEquipmentAbandonmentMember 2020-01-01 2020-12-31 0001102993 lpsn:OtherRestructuringPropertyAndEquipmentAbandonmentMember 2019-01-01 2019-12-31 0001102993 lpsn:OtherRestructuringPropertyAndEquipmentAbandonmentMember 2018-01-01 2018-12-31 0001102993 lpsn:OtherRestructuring.OtherLeaseRestructuringMember 2020-01-01 2020-12-31 0001102993 lpsn:OtherRestructuring.OtherLeaseRestructuringMember 2019-01-01 2019-12-31 0001102993 lpsn:OtherRestructuring.OtherLeaseRestructuringMember 2018-01-01 2018-12-31 0001102993 us-gaap:OtherRestructuringMember 2020-01-01 2020-12-31 0001102993 us-gaap:OtherRestructuringMember 2019-01-01 2019-12-31 0001102993 us-gaap:OtherRestructuringMember 2018-01-01 2018-12-31 0001102993 us-gaap:EmployeeSeveranceMember 2020-01-01 2020-12-31 0001102993 us-gaap:EmployeeSeveranceMember 2019-01-01 2019-12-31 0001102993 us-gaap:EmployeeSeveranceMember 2018-01-01 2018-12-31 iso4217:USD shares iso4217:USD shares pure lpsn:segment lpsn:equity_instrument lpsn:day lpsn:lease lpsn:draw 0001102993 2020 FY false P3Y P3Y P3Y P3Y 10-K true 2020-12-31 --12-31 false 000-30141 LIVEPERSON, INC. DE 13-3861628 475 Tenth Avenue, 5th Floor New York NY 10018 212 609-4200 Common Stock, par value $0.001 per share LPSN NASDAQ No No Yes Yes Large Accelerated Filer false false true false 2500040734 67784058 Portions of the registrant’s definitive proxy statement for the 2021 Annual Meeting of Stockholders, which we plan to file subsequent to the date hereof, are incorporated by reference into Items 10, 11, 12, 13 and 14 of Part III of this Form 10-K. 654152000 176523000 5344000 3070000 80423000 87620000 14236000 13964000 748811000 278107000 614000 15680000 106055000 76236000 41021000 31965000 10927000 11812000 95192000 94987000 2032000 2179000 1780000 1744000 1006432000 512710000 14115000 12302000 99870000 62778000 88848000 88751000 5718000 6602000 208551000 170433000 409000 438000 538432000 179012000 6304000 72000 7180000 12865000 1622000 1355000 762498000 364175000 0.001 0.001 5000000 5000000 0 0 0 0 0.001 0.001 200000000 200000000 70264265 66543073 67554435 63833243 70000 67000 635672000 436557000 2709830 2709830 3000 3000 -391885000 -283562000 80000 -4524000 243934000 148535000 1006432000 512710000 366620000 291609000 249838000 106268000 78878000 62479000 149773000 156814000 103344000 60557000 56967000 45873000 108414000 82145000 55707000 29420000 2043000 4468000 1639000 1794000 1670000 456071000 378641000 273541000 -89451000 -87032000 -23703000 -14334000 -7407000 22000 -1343000 1213000 -493000 -15677000 -6194000 -471000 -105128000 -93226000 -24174000 2466000 2845000 858000 -107594000 -96071000 -25032000 -1.63 -1.53 -0.42 -1.63 -1.53 -0.42 65888450 62593026 59203400 65888450 62593026 59203400 6511000 4218000 996000 16106000 10010000 5374000 15772000 12216000 4921000 27557000 17661000 3550000 10082000 8557000 7831000 2268000 1642000 1520000 239000 908000 1083000 10237000 5259000 3754000 1913000 1138000 1143000 -107594000 -96071000 -25032000 4604000 -93000 -1896000 -102990000 -96164000 -26928000 59663969 60000 -2587535 -3000 305676000 -163135000 -2535000 140063000 3120404 3000 32788000 32791000 361539 1000 1000 14841000 14841000 150989 2480000 2480000 93750 1345000 1345000 676000 676000 379328 8150000 8150000 -25032000 -25032000 -1896000 -1896000 63676229 64000 -2681285 -3000 362590000 -187491000 -4431000 170729000 1523018 2000 16916000 16918000 1197576 1000 999000 1000000 25083000 25083000 146250 4142000 4142000 28545 903000 903000 52900000 52900000 1986000 1986000 23184000 23184000 -96071000 -96071000 -93000 -93000 66543073 67000 -2709830 -3000 436557000 -283562000 -4524000 148535000 1683315 1000 21353000 21354000 915827 1000 1000 11508 293000 293000 36132000 36132000 991905 1000 24656000 24657000 -729000 -729000 118637 4002000 4002000 162534000 162534000 3797000 3797000 46058000 46058000 -107594000 -107594000 4604000 4604000 70264265 70000 -2709830 -3000 635672000 -391885000 80000 243934000 -107594000 -96071000 -25032000 65946000 44105000 14841000 22826000 16366000 14188000 -5147000 0 0 0 516000 326000 3552000 2932000 2813000 1340000 956000 0 11564000 7605000 0 -263000 -328000 0 3211000 2159000 1788000 579000 -1207000 -309000 -6371000 43757000 9662000 -23000 4712000 12993000 6463000 13718000 1635000 37000 30000 107000 -733000 3808000 2199000 22931000 -10882000 -205000 -3118000 33953000 19005000 8276000 388000 0 0 0 0 47000 -209000 214000 33605000 -59158000 4779000 41641000 47582000 21938000 1835000 924000 7286000 0 0 -1451000 -43476000 -48506000 -27773000 1154000 0 0 0 903000 1345000 25355000 21060000 35271000 517500000 230000000 0 11800000 8635000 0 0 487000 0 46058000 23184000 0 483843000 217851000 33926000 3657000 -113000 -598000 477629000 110074000 10334000 176523000 66449000 56115000 654152000 176523000 66449000 4651000 3304000 5144000 1931000 848000 0 1638000 1198000 190000 0 0 1551000 0 21588000 0 10818000 0 0 38462 0 1000000 0 85861 0 0 1000000 115385 0 0 2850000 178082 0 0 4300000 0 0 1496000 0 0 876000 11508 293000 0 0 991905 24657000 0 0 Description of Business and Summary of Significant Accounting Policies<div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">    LivePerson was incorporated in the State of Delaware in November 1995 and the LivePerson service was introduced in November 1998. In April 2000, the company completed an initial public offering and is currently traded on the NASDAQ Global Select Market and the Tel Aviv Stock Exchange. LivePerson is headquartered in New York City. In light of the COVID-19 pandemic and the company’s strong performance working remotely, LivePerson has adopted an “employee-centric” workforce model that does not rely on traditional offices.</span></div><div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">    LivePerson, Inc. (“LivePerson”, the “Company”, “we” or “our”) makes life easier for people and brands everywhere through trusted Conversational AI. 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. This trend has been significantly accelerated by the COVID-19 pandemic and can now be viewed as a permanent, structural shift in consumer behavior. Our technology enables consumers to connect with businesses through these same preferred conversational interfaces, including Facebook Messenger, SMS, WhatsApp, Apple Business Chat, Google Rich Business Messenger and Alexa. These messaging conversations harness human agents, bots and Artificial Intelligence (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. </span></div><div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">    The Conversational Cloud, our 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, short message service (SMS), social media and third-party consumer messaging platforms. Brands can also use the Conversational Cloud to message consumers when they dial a 1-800 number instead of forcing them to navigate interactive voice response systems (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.</span></div><div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">    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, cobrowsing 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.</span></div><div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Roboto',sans-serif;font-size:12pt;font-weight:400;line-height:120%">     </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 we call “the tango” of humans, AI and bots, whereby human agents act as bot managers, overseeing AI-powered conversations and seamlessly stepping into the flow when a personal touch is needed. Agents become ultra-efficient, leveraging the AI engine to serve up relevant content, define next-best actions and take over repetitive transactional work, so that the agent can focus on relationship building. By seamlessly integrating messaging with our proprietary Conversational AI, as well as third-party bots, the Conversational Cloud offers brands a comprehensive approach to scaling automations across their millions of customer conversations.</span></div><div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">    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.</span></div><div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Principles of Consolidation</span></div><div style="margin-bottom:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The consolidated financial statements reflect the operations of LivePerson and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.</span></div><div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Use of Estimates</span></div><div style="margin-bottom:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The preparation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) requires the Company’s management to make a number of estimates and assumptions relating to the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the period. Significant items subject to such estimates and assumptions include revenue recognition, stock-based compensation, accounts receivable, the valuation of goodwill and intangible assets, income taxes and legal contingencies. Actual results could differ from those estimates.</span></div><div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Concentration of Credit Risk</span></div><div style="margin-bottom:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable which approximate fair value at December 31, 2020 because of the short-term nature of these instruments. The Company invests its cash and cash equivalents with financial institutions that it believes are of high quality, and the Company performs periodic evaluations of these instruments and the relative credit standings of the institutions with which it invests. At certain times, the Company’s cash balances with any one financial institution may exceed Federal Deposit Insurance Corporation insurance limits. The Company believes it mitigates its risk by depositing its cash balances with high credit, quality financial institutions.</span></div><div style="margin-bottom:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company performs ongoing credit evaluations of its customers’ financial condition (except for customers who purchase the LivePerson services by credit card via Internet download) and has established an allowance for doubtful accounts based upon factors surrounding the credit risk of customers, historical trends and other information. Concentration of credit risk is limited due to the Company’s large number of customers. No single customer accounted for or exceeded 10% of revenue in 2020, 2019 and 2018 No single customer accounted for or exceeded 10% of the Company’s total accounts receivable in 2020 and 2018. Two customers exceeded 10% of the Company's total accounts receivable in 2019.</span></div><div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Foreign Currency Translation</span></div><div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">    </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company’s operations are conducted in various countries around the world and the financial statements of its foreign subsidiaries are reported in the applicable foreign currencies (functional currencies). Financial information is translated from the applicable functional currency to the U.S. dollar (the reporting currency) for inclusion in the Company’s consolidated financial statements. Income, expenses and cash flows are translated at weighted average exchange rates prevailing during the fiscal period, and assets and liabilities are translated at fiscal period-end exchange rates. Resulting translation adjustments are included as a component of accumulated other comprehensive income (loss) in stockholders’ equity. Foreign exchange transaction gain or losses are included in Other Income (Expense), net in the accompanying consolidated statements of operations. </span></div><div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Cash and Cash Equivalents</span></div><div style="margin-bottom:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company considers all highly liquid securities with original maturities of three months or less when acquired to be cash equivalents. Cash equivalents, which primarily consist of money market funds, are recorded at cost, which approximates fair value.</span></div><div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Accounts Receivable</span></div><div style="margin-bottom:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. The Company determines the allowance based on historical write-off experience. The Company reviews its allowance for doubtful accounts monthly. Past due balances over 90 days and over a specified amount are reviewed individually for collectability. All other balances are reviewed on a pooled basis. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance sheet credit exposure related to its customers. The activity in the allowance for doubtful accounts is as follows (amounts in thousands):</span></div><div style="margin-bottom:6pt;margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:471.00pt"><tr><td style="width:1.0pt"/><td style="width:135.25pt"/><td style="width:1.0pt"/><td style="width:1.0pt"/><td style="width:61.75pt"/><td style="width:1.0pt"/><td style="width:1.0pt"/><td style="width:1.75pt"/><td style="width:1.0pt"/><td style="width:1.0pt"/><td style="width:61.75pt"/><td style="width:1.0pt"/><td style="width:1.0pt"/><td style="width:1.75pt"/><td style="width:1.0pt"/><td style="width:1.0pt"/><td style="width:61.75pt"/><td style="width:1.0pt"/><td style="width:1.0pt"/><td style="width:1.75pt"/><td style="width:1.0pt"/><td style="width:1.0pt"/><td style="width:61.75pt"/><td style="width:1.0pt"/><td style="width:1.0pt"/><td style="width:1.75pt"/><td style="width:1.0pt"/><td style="width:1.0pt"/><td style="width:61.75pt"/><td style="width:1.0pt"/></tr><tr style="height:44pt"><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Year Ended December 31, </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%"><br/>Beginning Balance</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Additions<br/>Charged to<br/>Costs and<br/>Expenses</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Deductions /<br/>Write-Offs</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">ASU 2016-13 (Topic 326) Adjustment</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Ending Balance</span></td></tr><tr style="height:15pt"><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2018</span></td><td style="border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,318 </span></td><td style="border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td style="border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,788 </span></td><td style="border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td style="border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(830)</span></td><td style="border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td style="border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,276 </span></td><td style="border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:15pt"><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2019</span></td><td style="background-color:#ccffcc;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,276 </span></td><td style="background-color:#ccffcc;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,159 </span></td><td style="background-color:#ccffcc;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,365)</span></td><td style="background-color:#ccffcc;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,070 </span></td><td style="background-color:#ccffcc;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:15pt"><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2020</span></td><td style="border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,070 </span></td><td style="border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,211 </span></td><td style="border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,666)</span></td><td style="border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">729 </span></td><td style="border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,344 </span></td><td style="border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Property and Equipment</span></div><div style="margin-bottom:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Property and equipment are stated at cost, net of accumulated depreciation, and amortization. Depreciation and amortization is calculated using the straight-line method over the estimated useful lives of the related assets, generally <span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOmE4MDY5MzFkOTk0MzQzYTZhMDEwYmU5MzcyZmQ4NTRiL3NlYzphODA2OTMxZDk5NDM0M2E2YTAxMGJlOTM3MmZkODU0Yl8xMDYvZnJhZzozZWRhOTNmZWVkOWQ0NjY5YWVkYjllOGVjODE5YTNlOC90ZXh0cmVnaW9uOjNlZGE5M2ZlZWQ5ZDQ2NjlhZWRiOWU4ZWM4MTlhM2U4XzEwMjE0_31be66f4-a40c-44a9-a7ce-4a801ce85611">three</span> to five years for equipment and software. Leasehold improvements are amortized using the straight-line method over the shorter of the lease term or the estimated useful life of the asset. Depreciation expense, which includes amortization of internal use software totaled $22.8 million, $16.4 million, and $14.2 million for the years ended December 31, 2020, 2019 and 2018, respectively.</span></div><div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Internal-Use Software Development Costs</span></div><div style="margin-bottom:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 350-40, ‘‘Internal-Use Software’’, the Company capitalizes its costs to develop its internal use software when preliminary development efforts are successfully completed, management has authorized and committed project funding, and it is probable that the project will be completed and the software will be used as intended. These costs are included in property and equipment in the Company's consolidated balance sheets and are amortized on a straight-line basis over the estimated useful life of the related asset, which approximates five years. Costs incurred prior to meeting these criteria, together with costs incurred for training and maintenance, are expensed as incurred. </span></div><div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">    The Company capitalized internal-use software costs of $33.9 million, $29.1 million, and $11.7 million for the years ended December 31, 2020, 2019 and 2018, respectively. </span></div><div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Goodwill and Intangible Assets</span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Goodwill represents the excess of the aggregate purchase price over the fair value of net identifiable assets acquired in a business combination. Goodwill is not amortized and is tested for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The Company has determined that it operates as two reporting units and has selected September 30 as the date to perform its annual impairment test. In the valuation of goodwill, management must make assumptions regarding estimated future cash flows to be derived from the Company's business. If these estimates or their related assumptions change in the future, the Company may be required to record impairment for these assets.</span></div><div style="text-indent:36pt"><span><br/></span></div><div style="margin-bottom:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company has the option to first perform a qualitative assessment to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount. However, the Company may elect to bypass the qualitative assessment and proceed directly to the quantitative impairment tests. The impairment test involves comparing the fair value of the reporting unit to its carrying value, including goodwill. A goodwill impairment will be the amount by which a reporting unit’s carrying value exceeds its fair value. The impairment is limited to the carrying amount of goodwill.</span></div><div style="margin-bottom:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> No goodwill impairment charges have been recorded for any period presented.</span></div><div style="margin-bottom:6pt;text-align:justify;text-indent:36pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Intangible assets with estima</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">ble useful lives are amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment in accordance with ASC 360-10-35, “Accounting for Impairment or Disposal of Long-Lived Assets.” </span></div><div style="margin-bottom:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Acquired intangible assets consist of identifiable intangible assets, primarily developed technology and customer relationships, resulting from our acquisitions. Intangible assets are recorded at fair value on the date of acquisition. </span></div><div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Business Combinations</span></div><div style="margin-bottom:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Business combinations</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">are accounted for using the acquisition method and accordingly, the assets acquired (including identified intangible assets), the liabilities assumed and any noncontrolling interest in the acquired business are recorded at their acquisition date fair values. The Company’s acquisition model typically provides for an initial payment at closing and for </span></div><div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">future additional contingent purchase price obligations. Contingent purchase price obligations are recorded as deferred acquisition consideration on the balance sheet at the acquisition date fair value and are remeasured at each reporting period. Changes in such estimated values are recorded in the results of operations. For further information, see Note 8 of the Notes to the Consolidated Financial Statements included herein.</span></div><div style="margin-bottom:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">For each acquisition, the Company undertakes a detailed review to identify other intangible assets and a valuation is performed for all such identified assets. The Company uses several market participant measurements to determine estimated value. This approach includes consideration of similar and recent transactions, as well as utilizing discounted expected cash flow methodologies. A substantial portion of the intangible asset value that the Company acquires is the specialized know-how of the workforce, which is treated as part of goodwill and is not required to be valued separately. The majority of the value of the identifiable intangible assets acquired is derived from customer relationships, including the related customer contracts, as well as trade names. In executing the Company’s overall acquisition strategy, one of the primary drivers in identifying and executing a specific transaction is the existence of, or the ability to, expand the existing client relationships. The expected benefits of the Company’s acquisitions are typically shared across multiple agencies and regions.</span></div><div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Impairment of Long-Lived Assets</span></div><div style="margin-bottom:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The carrying amounts of our long-lived assets, including property and equipment, lease right-of-use assets, capitalized internal-use software, costs to obtain customer contracts, and acquired intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable or that the useful lives are shorter than originally estimated. Recoverability of assets to be held and used is measured by comparing the carrying amount of an asset to future undiscounted net cash flows the asset is expected to generate over its remaining life. If the asset is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset. If the useful life is shorter than originally estimated, we amortize the remaining carrying value over the new shorter useful life. There was a loss on disposal of approximately $5.1 million in September 2020. The Company recognized accelerated depreciation of fixed assets that were determined to no longer be of future economic benefit to the Company based on the decision to vacate the leased office space. Please refer to Note 14 for additional information regarding this shift to an employee-centric working model.</span></div><div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Revenue Recognition</span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The majority of the Company’s revenue is generated from monthly service revenues and related professional services from the sale of the LivePerson services. Revenues are recognized when control of these services is transferred to the Company's customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services.</span></div><div style="text-align:justify;text-indent:27pt"><span><br/></span></div><div style="margin-bottom:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company determines revenue recognition through the following steps:</span></div><div style="margin-bottom:3pt;padding-left:36pt;text-align:justify;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:5.5pt">Identification of the contract, or contracts, with a customer;</span></div><div style="margin-bottom:3pt;padding-left:36pt;text-align:justify;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:5.5pt">Identification of the performance obligations in the contract;</span></div><div style="margin-bottom:3pt;padding-left:36pt;text-align:justify;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:5.5pt">Determination of the transaction price;</span></div><div style="margin-bottom:3pt;padding-left:36pt;text-align:justify;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:5.5pt">Allocation of the transaction price to the performance obligations in the contract; and</span></div><div style="padding-left:36pt;text-align:justify;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:5.5pt">Recognition of revenue when, or as, the Company satisfies a performance obligation.</span></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">    </span></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">    Total revenue of $366.6 million, $291.6 million, and $249.8 million was recognized during the years ended December 31, 2020, December 31, 2019 and December 31, 2018, respectively.</span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">    </span></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">    The Company has made the following accounting policy election and elected to use a practical expedient specific to certain revenue streams, as permitted by the FASB, in applying Topic 606.  The Company utilizes the right-to-invoice practical expedient with regard to the recognition of revenue upon the invoicing of certain revenue streams, as revenue for those streams are billed monthly.</span></div><div><span><br/></span></div><div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">    Under Topic 606, the Company defers all incremental commission costs ("contract acquisition costs") to obtain the contract. The contract acquisition costs, which are comprised of prepaid sales commissions, have balances at December 31, 2020 and 2019 of $41.0 million and $32.0 million, respectively. The Company amortizes these costs over the related period of benefit using the customer expected life that the Company determined to be <span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOmE4MDY5MzFkOTk0MzQzYTZhMDEwYmU5MzcyZmQ4NTRiL3NlYzphODA2OTMxZDk5NDM0M2E2YTAxMGJlOTM3MmZkODU0Yl8xMDYvZnJhZzozZWRhOTNmZWVkOWQ0NjY5YWVkYjllOGVjODE5YTNlOC90ZXh0cmVnaW9uOjNlZGE5M2ZlZWQ5ZDQ2NjlhZWRiOWU4ZWM4MTlhM2U4XzY1OTcwNjk4NTAzMTQ_3794aeea-0e8f-4f86-b48b-f9e4f62409ee">three</span> to five years which is consistent with the </span></div><div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">transfer to the customer of the services to which the asset relates. The Company classifies contract acquisition costs as long-term unless they have an original amortization period of one year or less.</span></div><div style="text-align:justify"><span><br/></span></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Hosted Services- Business Revenue</span></div><div style="text-align:justify"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Hosted Services Business revenue is reported at the amount that reflects the ultimate consideration expected to be received and primarily consist of fees that provide customers access to the Conversational Cloud, the Company’s enterprise-class, cloud-based platform. The Company has determined such access represents a stand-ready service provided continually throughout the contract term. As such, control and satisfaction of this stand-ready performance obligation is deemed to occur over time. The Company recognizes this revenue over time on a ratable basis over the contract term, beginning on the date that access to the Conversational Cloud platform is made available to the customer. The passage of time is deemed to be the most faithful depiction of the transfer of control of the services as the customer simultaneously receives and consumes the benefit provided by the Company’s performance. Subscription contracts are generally one year or longer in length, billed, monthly, quarterly or annually in advance. There is no significant variable consideration related to these arrangements. Additionally, for certain of the Company’s larger customers, the Company may provide call center labor through an arrangement with one or more of several qualified vendors. For most of these customers, the Company passes the fee it incurs with the labor provider and its fee for the hosted services through to its customers in the form of a fixed fee for each order placed via the Company’s online engagement solutions. For these Gainshare (formerly “Pay for Performance”) arrangements in accordance with ASC-606, ‘‘Principal Agent Considerations’’, the Company acts as a principal in a transaction if it controls the specified goods or services before they are transferred to the customer. </span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Professional Services Revenues</span></div><div style="text-align:justify"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Professional services revenue primarily consists of fees for deployment and optimization services, as well as training delivered on an on-demand basis which is deemed to represent a distinct stand-ready performance obligation. Professional Services Revenues are reported at the amount that reflects the ultimate consideration the Company expects to receive in exchange for such services. Control for the majority of the Company’s Professional Services contracts passes over time to the customer and is recognized ratably over the contracted period, as the passage of time is deemed to be the most faithful depiction of the transfer of control. For certain deployment services, which are not deemed to represent a distinct performance obligation, revenue will be recognized in the same manner as the fee for access to the Conversational Cloud platform, and as such will be recognized on a straight-line basis over the contract term. For services billed on a fixed price basis, revenue is recognized over time based on the proportion performed using time and materials as the measure of progress toward complete satisfaction of the performance obligation. Professional service contracts are generally one year or longer in length, billed, monthly, quarterly or annually in advance. There is no significant variable consideration related to these arrangements.</span></div><div style="text-align:justify"><span><br/></span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Remaining Performance Obligation</span></div><div><span><br/></span></div><div style="margin-bottom:8pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">    As of December 31, 2020, the aggregate amount of the total transaction price allocated in contracts with original duration of greater than one year to the remaining performance obligations was $285.7 million. Approximately 90% of the Company’s remaining performance obligations is expected to be recognized during the next 24 months, with the balance recognized thereafter. The aggregate balance of unsatisfied performance obligations represents contracted revenue that has not yet been recognized, and does not include contract amounts that are cancellable by the customer, amounts associated with optional renewal periods, and any amounts related to performance obligations, which are billed and recognized as they are delivered. The Company has elected the optional exemption, which allows for the exclusion of the amounts for remaining performance obligations that are part of contracts with an original expected duration of one year or less. Such remaining performance obligations represent unsatisfied or partially unsatisfied performance obligation pursuant to ASC 606.</span></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Contracts with Multiple Performance Obligations</span></div><div style="text-align:justify"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Some of the Company’s contracts with customers contain multiple performance obligations. For these contracts, the Company accounts for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. The Company determines the standalone selling prices based on its overall pricing objectives, taking into consideration market conditions and other factors, including the value of its contracts, the cloud applications sold, and the number and types of users within its contracts.</span></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Hosted Services- Consumer Revenue</span></div><div style="text-align:justify"><span><br/></span></div><div style="margin-bottom:8pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">    For revenue from the Company’s Consumer segment generated from online transactions between Experts and Users, revenue is recognized at an amount net of Expert fees in accordance with ASC 606, “Principal Agent Considerations”, due primarily to the fact that the Expert is the primary obligor. Additionally, the Company performs as an agent without any risk of loss for collection, and is not involved in selecting the Expert or establishing the Expert’s fee. The Company collects a fee from the consumer and retains a portion of the fee, and then remits the balance to the Expert. Revenue from these transactions is recognized at the point in time when the transaction is complete and no significant performance obligations remain.</span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Deferred Revenues</span></div><div style="text-align:justify"><span><br/></span></div><div style="margin-bottom:9pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">    The Company records deferred revenues when cash payments are received or due in advance of its performance. The decrease in the deferred revenue balance for the year ended December 31, 2020 is primarily driven by satisfying our performance obligations and the revenue recognized of approximately $103.2 million that were included in the deferred revenue balance as of December 31, 2019. </span></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">    The following table presents deferred revenue by revenue source (amounts in thousands): </span></div><div style="margin-bottom:9pt;margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:71.773%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.389%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.072%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Hosted services – Business</span></td><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">86,144 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">82,892 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Hosted services – Consumer</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">835 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">687 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Professional services – Business</span></td><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">1,869 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">5,172 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Total deferred revenue - short term</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">88,848 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">88,751 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:14pt"><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Hosted services – Business</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Professional services – Business</span></td><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">409 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">438 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Total deferred revenue - long term</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">409 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">438 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Disaggregated Revenue</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">    </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table presents the Company's revenues disaggregated by revenue source (amounts in thousands):</span></div><div style="margin-bottom:6pt;margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:60.043%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.363%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.363%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.365%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2019</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2018</span></td></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Revenue:</span></td><td colspan="3" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Hosted services – Business</span></td><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">286,588 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">225,705 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">197,474 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Hosted services – Consumer</span></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">29,764 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">24,480 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">19,553 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Professional services</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">50,268 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">41,424 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">32,811 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Total revenue</span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">366,620 </span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">291,609 </span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">249,838 </span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Revenue by Geographic Location</span></div><div><span><br/></span></div><div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">    The Company is domiciled in the United States and has international operations in the United Kingdom, Asia-Pacific, Latin America and Western Europe, particularly France and Germany. The following table presents the Company's revenues attributable to domestic and foreign operations for the years ended (amounts in thousands):</span></div><div style="margin-bottom:6pt;margin-top:5pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:60.043%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.363%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.363%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.365%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2019</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2018</span></td></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">United States </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">230,557 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">170,815 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">146,702 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other Americas </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13,420 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,462 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,315 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total Americas</span></td><td colspan="2" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">243,977 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">182,277 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">154,017 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">EMEA </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(2) (4)</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">83,326 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">78,301 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">71,318 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">APAC </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(3)</span></div></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">39,317 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">31,031 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">24,503 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total revenue</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">366,620 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">291,609 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">249,838 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:5.85pt;font-weight:400;line-height:120%;position:relative;top:-3.15pt;vertical-align:baseline">(1)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%"> Canada, Latin America and South America</span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:5.85pt;font-weight:400;line-height:120%;position:relative;top:-3.15pt;vertical-align:baseline">(2)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%"> Europe, the Middle East and Africa (“EMEA”)</span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:5.85pt;font-weight:400;line-height:120%;position:relative;top:-3.15pt;vertical-align:baseline">(3)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%"> Asia-Pacific (“APAC”)</span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:5.85pt;font-weight:400;line-height:120%;position:relative;top:-3.15pt;vertical-align:baseline">(4) </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Includes revenue from the United Kingdom of $53.4 million, $50.4 million, and $46.5 million for the years ended December 31, 2020</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">, </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">2019, and 2018, respectively. and from the Netherlands of $3.2 million, $10.0 million, and $8.7 million for the years ended December 31, 2020</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">, </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">2019, and 2018, respectively.</span></div><div><span><br/></span></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Information about Contract Balances</span></div><div style="text-align:justify"><span><br/></span></div><div style="margin-bottom:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%"> Hosted Services- Business Revenue.</span></div><div style="margin-bottom:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In some arrangements, the Company allows customers to pay for access to the Conversational Cloud over the term of the software license. The Company refers to these as subscription transactions. Amounts recognized as revenue in excess of amounts billed are recorded as unbilled receivables. Unbilled receivables, anticipated to be invoiced in the next twelve months, are included in accounts receivable on the consolidated balance sheet. The opening and closing balances of the Company's accounts receivable, unbilled receivables, and deferred revenues are as follows (amounts in thousands):</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:44.075%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.280%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.280%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.280%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.280%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.285%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Accounts Receivable (1)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Unbilled Receivable (1)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Contract Acquisition Costs (noncurrent)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Deferred Revenue (current)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Deferred Revenue (long term)</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Opening Balance as of December 31, 2019</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">70,318 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">17,302 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">31,965 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">88,751 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">438 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Increase (decrease), net</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(8,517)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">1,320 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">9,056 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">97 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(29)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Ending Balance as of December 31, 2020</span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">61,801 </span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-bottom:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">18,622 </span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-bottom:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">41,021 </span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-bottom:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">88,848 </span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-bottom:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">409 </span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr></table></div><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">(1) These accounts include the $0.7 million adjustment in connection with the adoption of ASU 2016-13 (Topic 326).</span></div><div style="margin-bottom:6pt;text-align:justify"><span><br/></span></div><div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Advertising</span></div><div style="margin-bottom:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company expenses the cost of advertising and promoting its services as incurred in the sales and marketing expense on the consolidated statement of operations. Such costs totaled approximately $29.1 million, $28.6 million, and $17.4 million for the years ended December 31, 2020, 2019 and 2018, respectively. </span></div><div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Stock-Based Compensation</span></div><div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">    In accordance with ASC Topic 718 -10, "Stock Compensation", the Company measures stock based awards at fair value and recognizes compensation expense for all share-based payment awards made to its employees and directors, including employee stock options.</span></div><div style="margin-bottom:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company estimates the fair value of stock options granted using the Black-Scholes valuation model. This model requires the Company to make estimates and assumptions including, among other things, estimates regarding the length of </span></div><div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">time an employee will retain vested stock options before exercising them, the estimated volatility of its common stock price and the number of options that will be forfeited prior to vesting. The fair value is then recognized on a straight line basis over the requisite service period of the award, which is generally <span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOmE4MDY5MzFkOTk0MzQzYTZhMDEwYmU5MzcyZmQ4NTRiL3NlYzphODA2OTMxZDk5NDM0M2E2YTAxMGJlOTM3MmZkODU0Yl8xMDYvZnJhZzozZWRhOTNmZWVkOWQ0NjY5YWVkYjllOGVjODE5YTNlOC90ZXh0cmVnaW9uOjNlZGE5M2ZlZWQ5ZDQ2NjlhZWRiOWU4ZWM4MTlhM2U4XzI2OTQ4_f0541eba-0d60-4b3b-8e3c-2840e3a932da">three</span> to four years. Changes in these estimates and assumptions can materially affect the determination of the fair value of the stock-based compensation and consequently, the related amount recognized in the consolidated statement of operations.</span></div><div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Deferred Rent</span></div><div style="margin-bottom:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company records rent expense on a straight-line basis over the term of the related lease. The difference between the rent expense recognized for financial reporting purposes and the actual payments made in accordance with the lease agreement is recognized as deferred rent liability included in other liabilities on the Company’s consolidated balance sheets.</span></div><div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Income Taxes</span></div><div style="margin-bottom:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Income taxes are accounted for under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in results of operations in the period that the tax change occurs. In evaluating our ability to recover our deferred tax assets in the jurisdiction from which they arise, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax-planning strategies, and results of recent operations. We include interest accrued on the underpayment of income taxes in interest expense and penalties, if any, related to unrecognized tax benefits in general and administrative expenses. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.</span></div><div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Comprehensive Loss</span></div><div style="margin-bottom:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In accordance with ASC 220, ‘‘Comprehensive Income’’, the Company reports by major components and as a single total, the change in its net assets during the period from non-owner sources. Comprehensive income (loss) consists of net income (loss), and accumulated other comprehensive income (loss), which includes certain changes in equity that are excluded from net income (loss). The Company’s comprehensive loss for all periods presented is related to the effect of foreign currency translation.</span></div><div style="margin-bottom:6pt"><span><br/></span></div><div style="margin-bottom:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Recently Issued Accounting Standards</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">    </span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In August 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-06, “Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity”, which simplifies the accounting for convertible instruments by eliminating existing accounting models that require separation of a cash conversion or beneficial conversion feature from the host contract. Accordingly, a convertible debt instrument will be accounted as a single liability measured at its amortized cost and a convertible preferred stock will be accounted as a single equity instrument measured at its historical cost, as long as no other embedded features require bifurcation as derivatives and the convertible debt was not issued at a substantial premium. The ASU also simplifies the derivative scope exception for accounting for contracts in an entity's own equity by:</span></div><div style="text-align:justify"><span><br/></span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•     removing certain conditions required to meet the settlement criterion</span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•    clarifying that Instruments that are not indexed to the issuer's own stock must be remeasured at fair value through</span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">earnings at each reporting period; and</span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•    clarifying the scope of reassessment guidance and disclosure requirements in Subtopic 815-40. The ASU also makes</span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">targeted improvements to the disclosure requirements for convertible instruments and earnings-per-share guidance.</span></div><div><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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. The Company is assessing and evaluating the impact ASU 2020-06 will have on its consolidated financial statements. </span></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">    </span></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">    In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” The new guidance is intended to simplify the accounting for income taxes by removing certain exceptions and by updating accounting requirements around franchise taxes, goodwill recognized for tax purposes, the allocation of current and deferred tax expense among legal entities, among other minor changes. The ASU is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Early adoption is permitted. The Company is assessing what impact ASU 2019-12 will have on its consolidated financial statements.</span></div><div style="margin-bottom:6pt;text-align:justify"><span><br/></span></div><div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Recently Adopted Accounting Pronouncements</span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In June 2016, the FASB issued Accounting Standards Update ASU 2016-13, “Financial Instruments-Credit Losses (Topic 326)”, in order to improve financial reporting of expected credit losses on financial instruments and other commitments to extend credit. ASU 2016-13 requires that an entity measure and recognize expected credit losses for financial assets held at amortized cost and replaces the incurred loss impairment methodology in prior GAAP with a methodology that requires consideration of a broader range of information to estimate credit losses. Such required disclosures include, but are not limited to, the Company's methodology for estimating its allowance for credit losses. The Company adopted ASU 2016-13 effective January 1, 2020 and applied the guidance using a modified retrospective approach requiring that the Company recognize the cumulative effect of initially applying the impairment standard as an adjustment to opening accumulated deficit for the incremental increase in its allowance for credit losses as of January 1, 2020 over its allowance for bad debts as of December, 31, 2019, which amounted to $0.7 million. The Company will continue to actively monitor the impact of the recent COVID-19 pandemic on expected credit losses. As of December 31, 2020, there has not been an impact to accounts receivable from the recent pandemic. </span></div><div style="text-align:justify"><span style="color:#111111;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">    </span></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">    In January 2017, the FASB issued Accounting Standards Update ASU 2017-04, “Simplifying the Test for Goodwill Impairment”, which eliminates the computation of the implied fair value of goodwill to measure a goodwill impairment charge. Instead, entities will record a goodwill impairment charge based on the excess of a reporting unit’s carrying amount over its fair value. The guidance is effective for interim and annual reporting periods beginning after December 15, 2019, with early adoption permitted. The Company adopted ASU 2017-04 in the first quarter of 2020 which reduced the complexity surrounding the evaluation of goodwill for impairment. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.</span></div><div><span><br/></span></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">    In August 2018, the FASB issued ASU 2018-15, “Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract,” which clarifies the accounting for implementation costs in cloud computing arrangements. The new standard aligns the treatment of implementation costs incurred by customers in cloud computing arrangements that are service contracts with the treatment of similar costs incurred to develop or obtain internal-use software. Under the new standard, implementation costs are deferred and presented in the same financial statement caption on the condensed consolidated balance sheet as a prepayment of related arrangement fees. The deferred costs are recognized over the term of the arrangement in the same financial statement caption in the condensed consolidated income statement as the related fees of the arrangement. The Company adopted ASU 2018-15 in the first quarter of 2020 and the impact of the adoption was not material to the Company's consolidated financial statements.</span></div> LivePerson was incorporated in the State of Delaware in November 1995 and the LivePerson service was introduced in November 1998. In April 2000, the company completed an initial public offering and is currently traded on the NASDAQ Global Select Market and the Tel Aviv Stock Exchange. LivePerson is headquartered in New York City. In light of the COVID-19 pandemic and the company’s strong performance working remotely, LivePerson has adopted an “employee-centric” workforce model that does not rely on traditional offices.<div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">    LivePerson, Inc. (“LivePerson”, the “Company”, “we” or “our”) makes life easier for people and brands everywhere through trusted Conversational AI. 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. This trend has been significantly accelerated by the COVID-19 pandemic and can now be viewed as a permanent, structural shift in consumer behavior. Our technology enables consumers to connect with businesses through these same preferred conversational interfaces, including Facebook Messenger, SMS, WhatsApp, Apple Business Chat, Google Rich Business Messenger and Alexa. These messaging conversations harness human agents, bots and Artificial Intelligence (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. </span></div><div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">    The Conversational Cloud, our 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, short message service (SMS), social media and third-party consumer messaging platforms. Brands can also use the Conversational Cloud to message consumers when they dial a 1-800 number instead of forcing them to navigate interactive voice response systems (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.</span></div><div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">    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, cobrowsing 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.</span></div><div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Roboto',sans-serif;font-size:12pt;font-weight:400;line-height:120%">     </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 we call “the tango” of humans, AI and bots, whereby human agents act as bot managers, overseeing AI-powered conversations and seamlessly stepping into the flow when a personal touch is needed. Agents become ultra-efficient, leveraging the AI engine to serve up relevant content, define next-best actions and take over repetitive transactional work, so that the agent can focus on relationship building. By seamlessly integrating messaging with our proprietary Conversational AI, as well as third-party bots, the Conversational Cloud offers brands a comprehensive approach to scaling automations across their millions of customer conversations.</span></div><div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">    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.</span></div> <div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Principles of Consolidation</span></div><div style="margin-bottom:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The consolidated financial statements reflect the operations of LivePerson and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.</span></div> <div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Use of Estimates</span></div><div style="margin-bottom:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The preparation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) requires the Company’s management to make a number of estimates and assumptions relating to the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the period. Significant items subject to such estimates and assumptions include revenue recognition, stock-based compensation, accounts receivable, the valuation of goodwill and intangible assets, income taxes and legal contingencies. Actual results could differ from those estimates.</span></div> <div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Concentration of Credit Risk</span></div><div style="margin-bottom:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable which approximate fair value at December 31, 2020 because of the short-term nature of these instruments. The Company invests its cash and cash equivalents with financial institutions that it believes are of high quality, and the Company performs periodic evaluations of these instruments and the relative credit standings of the institutions with which it invests. At certain times, the Company’s cash balances with any one financial institution may exceed Federal Deposit Insurance Corporation insurance limits. The Company believes it mitigates its risk by depositing its cash balances with high credit, quality financial institutions.</span></div>The Company performs ongoing credit evaluations of its customers’ financial condition (except for customers who purchase the LivePerson services by credit card via Internet download) and has established an allowance for doubtful accounts based upon factors surrounding the credit risk of customers, historical trends and other information. Concentration of credit risk is limited due to the Company’s large number of customers. Foreign Currency Translation    The Company’s operations are conducted in various countries around the world and the financial statements of its foreign subsidiaries are reported in the applicable foreign currencies (functional currencies). Financial information is translated from the applicable functional currency to the U.S. dollar (the reporting currency) for inclusion in the Company’s consolidated financial statements. Income, expenses and cash flows are translated at weighted average exchange rates prevailing during the fiscal period, and assets and liabilities are translated at fiscal period-end exchange rates. Resulting translation adjustments are included as a component of accumulated other comprehensive income (loss) in stockholders’ equity. Foreign exchange transaction gain or losses are included in Other Income (Expense), net in the accompanying consolidated statements of operations. <div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Cash and Cash Equivalents</span></div><div style="margin-bottom:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company considers all highly liquid securities with original maturities of three months or less when acquired to be cash equivalents. Cash equivalents, which primarily consist of money market funds, are recorded at cost, which approximates fair value.</span></div> Accounts ReceivableAccounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. The Company determines the allowance based on historical write-off experience. The Company reviews its allowance for doubtful accounts monthly. Past due balances over 90 days and over a specified amount are reviewed individually for collectability. All other balances are reviewed on a pooled basis. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance sheet credit exposure related to its customers. The activity in the allowance for doubtful accounts is as follows (amounts in thousands):<table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:471.00pt"><tr><td style="width:1.0pt"/><td style="width:135.25pt"/><td style="width:1.0pt"/><td style="width:1.0pt"/><td style="width:61.75pt"/><td style="width:1.0pt"/><td style="width:1.0pt"/><td style="width:1.75pt"/><td style="width:1.0pt"/><td style="width:1.0pt"/><td style="width:61.75pt"/><td style="width:1.0pt"/><td style="width:1.0pt"/><td style="width:1.75pt"/><td style="width:1.0pt"/><td style="width:1.0pt"/><td style="width:61.75pt"/><td style="width:1.0pt"/><td style="width:1.0pt"/><td style="width:1.75pt"/><td style="width:1.0pt"/><td style="width:1.0pt"/><td style="width:61.75pt"/><td style="width:1.0pt"/><td style="width:1.0pt"/><td style="width:1.75pt"/><td style="width:1.0pt"/><td style="width:1.0pt"/><td style="width:61.75pt"/><td style="width:1.0pt"/></tr><tr style="height:44pt"><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Year Ended December 31, </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%"><br/>Beginning Balance</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Additions<br/>Charged to<br/>Costs and<br/>Expenses</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Deductions /<br/>Write-Offs</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">ASU 2016-13 (Topic 326) Adjustment</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Ending Balance</span></td></tr><tr style="height:15pt"><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2018</span></td><td style="border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,318 </span></td><td style="border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td style="border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,788 </span></td><td style="border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td style="border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(830)</span></td><td style="border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td style="border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,276 </span></td><td style="border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:15pt"><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2019</span></td><td style="background-color:#ccffcc;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,276 </span></td><td style="background-color:#ccffcc;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,159 </span></td><td style="background-color:#ccffcc;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,365)</span></td><td style="background-color:#ccffcc;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,070 </span></td><td style="background-color:#ccffcc;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:15pt"><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2020</span></td><td style="border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,070 </span></td><td style="border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,211 </span></td><td style="border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,666)</span></td><td style="border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">729 </span></td><td style="border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,344 </span></td><td style="border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table> 1318000 1788000 830000 2276000 2276000 2159000 1365000 3070000 3070000 3211000 1666000 729000 5344000 Property and EquipmentProperty and equipment are stated at cost, net of accumulated depreciation, and amortization. Depreciation and amortization is calculated using the straight-line method over the estimated useful lives of the related assets, generally <span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOmE4MDY5MzFkOTk0MzQzYTZhMDEwYmU5MzcyZmQ4NTRiL3NlYzphODA2OTMxZDk5NDM0M2E2YTAxMGJlOTM3MmZkODU0Yl8xMDYvZnJhZzozZWRhOTNmZWVkOWQ0NjY5YWVkYjllOGVjODE5YTNlOC90ZXh0cmVnaW9uOjNlZGE5M2ZlZWQ5ZDQ2NjlhZWRiOWU4ZWM4MTlhM2U4XzEwMjE0_31be66f4-a40c-44a9-a7ce-4a801ce85611">three</span> to five years for equipment and software. Leasehold improvements are amortized using the straight-line method over the shorter of the lease term or the estimated useful life of the asset. P5Y 22800000 16400000 14200000 Internal-Use Software Development CostsIn accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 350-40, ‘‘Internal-Use Software’’, the Company capitalizes its costs to develop its internal use software when preliminary development efforts are successfully completed, management has authorized and committed project funding, and it is probable that the project will be completed and the software will be used as intended. These costs are included in property and equipment in the Company's consolidated balance sheets and are amortized on a straight-line basis over the estimated useful life of the related asset, which approximates five years. Costs incurred prior to meeting these criteria, together with costs incurred for training and maintenance, are expensed as incurred. P5Y 33900000 29100000 11700000 <div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Goodwill and Intangible Assets</span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Goodwill represents the excess of the aggregate purchase price over the fair value of net identifiable assets acquired in a business combination. Goodwill is not amortized and is tested for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The Company has determined that it operates as two reporting units and has selected September 30 as the date to perform its annual impairment test. In the valuation of goodwill, management must make assumptions regarding estimated future cash flows to be derived from the Company's business. If these estimates or their related assumptions change in the future, the Company may be required to record impairment for these assets.</span></div><div style="text-indent:36pt"><span><br/></span></div><div style="margin-bottom:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company has the option to first perform a qualitative assessment to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount. However, the Company may elect to bypass the qualitative assessment and proceed directly to the quantitative impairment tests. The impairment test involves comparing the fair value of the reporting unit to its carrying value, including goodwill. A goodwill impairment will be the amount by which a reporting unit’s carrying value exceeds its fair value. The impairment is limited to the carrying amount of goodwill.</span></div><div style="margin-bottom:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> No goodwill impairment charges have been recorded for any period presented.</span></div><div style="margin-bottom:6pt;text-align:justify;text-indent:36pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Intangible assets with estima</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">ble useful lives are amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment in accordance with ASC 360-10-35, “Accounting for Impairment or Disposal of Long-Lived Assets.” </span></div>Acquired intangible assets consist of identifiable intangible assets, primarily developed technology and customer relationships, resulting from our acquisitions. Intangible assets are recorded at fair value on the date of acquisition. <div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Business Combinations</span></div><div style="margin-bottom:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Business combinations</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">are accounted for using the acquisition method and accordingly, the assets acquired (including identified intangible assets), the liabilities assumed and any noncontrolling interest in the acquired business are recorded at their acquisition date fair values. The Company’s acquisition model typically provides for an initial payment at closing and for </span></div><div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">future additional contingent purchase price obligations. Contingent purchase price obligations are recorded as deferred acquisition consideration on the balance sheet at the acquisition date fair value and are remeasured at each reporting period. Changes in such estimated values are recorded in the results of operations. For further information, see Note 8 of the Notes to the Consolidated Financial Statements included herein.</span></div><div style="margin-bottom:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">For each acquisition, the Company undertakes a detailed review to identify other intangible assets and a valuation is performed for all such identified assets. The Company uses several market participant measurements to determine estimated value. This approach includes consideration of similar and recent transactions, as well as utilizing discounted expected cash flow methodologies. A substantial portion of the intangible asset value that the Company acquires is the specialized know-how of the workforce, which is treated as part of goodwill and is not required to be valued separately. The majority of the value of the identifiable intangible assets acquired is derived from customer relationships, including the related customer contracts, as well as trade names. In executing the Company’s overall acquisition strategy, one of the primary drivers in identifying and executing a specific transaction is the existence of, or the ability to, expand the existing client relationships. The expected benefits of the Company’s acquisitions are typically shared across multiple agencies and regions.</span></div> <div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Impairment of Long-Lived Assets</span></div><div style="margin-bottom:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The carrying amounts of our long-lived assets, including property and equipment, lease right-of-use assets, capitalized internal-use software, costs to obtain customer contracts, and acquired intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable or that the useful lives are shorter than originally estimated. Recoverability of assets to be held and used is measured by comparing the carrying amount of an asset to future undiscounted net cash flows the asset is expected to generate over its remaining life. If the asset is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset. If the useful life is shorter than originally estimated, we amortize the remaining carrying value over the new shorter useful life. There was a loss on disposal of approximately $5.1 million in September 2020. The Company recognized accelerated depreciation of fixed assets that were determined to no longer be of future economic benefit to the Company based on the decision to vacate the leased office space. Please refer to Note 14 for additional information regarding this shift to an employee-centric working model.</span></div> -5100000 <div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Revenue Recognition</span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The majority of the Company’s revenue is generated from monthly service revenues and related professional services from the sale of the LivePerson services. Revenues are recognized when control of these services is transferred to the Company's customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services.</span></div><div style="text-align:justify;text-indent:27pt"><span><br/></span></div><div style="margin-bottom:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company determines revenue recognition through the following steps:</span></div><div style="margin-bottom:3pt;padding-left:36pt;text-align:justify;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:5.5pt">Identification of the contract, or contracts, with a customer;</span></div><div style="margin-bottom:3pt;padding-left:36pt;text-align:justify;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:5.5pt">Identification of the performance obligations in the contract;</span></div><div style="margin-bottom:3pt;padding-left:36pt;text-align:justify;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:5.5pt">Determination of the transaction price;</span></div><div style="margin-bottom:3pt;padding-left:36pt;text-align:justify;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:5.5pt">Allocation of the transaction price to the performance obligations in the contract; and</span></div><div style="padding-left:36pt;text-align:justify;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:5.5pt">Recognition of revenue when, or as, the Company satisfies a performance obligation.</span></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">    </span></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">    Total revenue of $366.6 million, $291.6 million, and $249.8 million was recognized during the years ended December 31, 2020, December 31, 2019 and December 31, 2018, respectively.</span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">    </span></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">    The Company has made the following accounting policy election and elected to use a practical expedient specific to certain revenue streams, as permitted by the FASB, in applying Topic 606.  The Company utilizes the right-to-invoice practical expedient with regard to the recognition of revenue upon the invoicing of certain revenue streams, as revenue for those streams are billed monthly.</span></div><div><span><br/></span></div><div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">    Under Topic 606, the Company defers all incremental commission costs ("contract acquisition costs") to obtain the contract. The contract acquisition costs, which are comprised of prepaid sales commissions, have balances at December 31, 2020 and 2019 of $41.0 million and $32.0 million, respectively. The Company amortizes these costs over the related period of benefit using the customer expected life that the Company determined to be <span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOmE4MDY5MzFkOTk0MzQzYTZhMDEwYmU5MzcyZmQ4NTRiL3NlYzphODA2OTMxZDk5NDM0M2E2YTAxMGJlOTM3MmZkODU0Yl8xMDYvZnJhZzozZWRhOTNmZWVkOWQ0NjY5YWVkYjllOGVjODE5YTNlOC90ZXh0cmVnaW9uOjNlZGE5M2ZlZWQ5ZDQ2NjlhZWRiOWU4ZWM4MTlhM2U4XzY1OTcwNjk4NTAzMTQ_3794aeea-0e8f-4f86-b48b-f9e4f62409ee">three</span> to five years which is consistent with the </span></div><div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">transfer to the customer of the services to which the asset relates. The Company classifies contract acquisition costs as long-term unless they have an original amortization period of one year or less.</span></div><div style="text-align:justify"><span><br/></span></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Hosted Services- Business Revenue</span></div><div style="text-align:justify"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Hosted Services Business revenue is reported at the amount that reflects the ultimate consideration expected to be received and primarily consist of fees that provide customers access to the Conversational Cloud, the Company’s enterprise-class, cloud-based platform. The Company has determined such access represents a stand-ready service provided continually throughout the contract term. As such, control and satisfaction of this stand-ready performance obligation is deemed to occur over time. The Company recognizes this revenue over time on a ratable basis over the contract term, beginning on the date that access to the Conversational Cloud platform is made available to the customer. The passage of time is deemed to be the most faithful depiction of the transfer of control of the services as the customer simultaneously receives and consumes the benefit provided by the Company’s performance. Subscription contracts are generally one year or longer in length, billed, monthly, quarterly or annually in advance. There is no significant variable consideration related to these arrangements. Additionally, for certain of the Company’s larger customers, the Company may provide call center labor through an arrangement with one or more of several qualified vendors. For most of these customers, the Company passes the fee it incurs with the labor provider and its fee for the hosted services through to its customers in the form of a fixed fee for each order placed via the Company’s online engagement solutions. For these Gainshare (formerly “Pay for Performance”) arrangements in accordance with ASC-606, ‘‘Principal Agent Considerations’’, the Company acts as a principal in a transaction if it controls the specified goods or services before they are transferred to the customer. </span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Professional Services Revenues</span></div><div style="text-align:justify"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Professional services revenue primarily consists of fees for deployment and optimization services, as well as training delivered on an on-demand basis which is deemed to represent a distinct stand-ready performance obligation. Professional Services Revenues are reported at the amount that reflects the ultimate consideration the Company expects to receive in exchange for such services. Control for the majority of the Company’s Professional Services contracts passes over time to the customer and is recognized ratably over the contracted period, as the passage of time is deemed to be the most faithful depiction of the transfer of control. For certain deployment services, which are not deemed to represent a distinct performance obligation, revenue will be recognized in the same manner as the fee for access to the Conversational Cloud platform, and as such will be recognized on a straight-line basis over the contract term. For services billed on a fixed price basis, revenue is recognized over time based on the proportion performed using time and materials as the measure of progress toward complete satisfaction of the performance obligation. Professional service contracts are generally one year or longer in length, billed, monthly, quarterly or annually in advance. There is no significant variable consideration related to these arrangements.</span></div><div style="text-align:justify"><span><br/></span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Remaining Performance Obligation</span></div><div><span><br/></span></div><div style="margin-bottom:8pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">    As of December 31, 2020, the aggregate amount of the total transaction price allocated in contracts with original duration of greater than one year to the remaining performance obligations was $285.7 million. Approximately 90% of the Company’s remaining performance obligations is expected to be recognized during the next 24 months, with the balance recognized thereafter. The aggregate balance of unsatisfied performance obligations represents contracted revenue that has not yet been recognized, and does not include contract amounts that are cancellable by the customer, amounts associated with optional renewal periods, and any amounts related to performance obligations, which are billed and recognized as they are delivered. The Company has elected the optional exemption, which allows for the exclusion of the amounts for remaining performance obligations that are part of contracts with an original expected duration of one year or less. Such remaining performance obligations represent unsatisfied or partially unsatisfied performance obligation pursuant to ASC 606.</span></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Contracts with Multiple Performance Obligations</span></div><div style="text-align:justify"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Some of the Company’s contracts with customers contain multiple performance obligations. For these contracts, the Company accounts for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. The Company determines the standalone selling prices based on its overall pricing objectives, taking into consideration market conditions and other factors, including the value of its contracts, the cloud applications sold, and the number and types of users within its contracts.</span></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Hosted Services- Consumer Revenue</span></div><div style="text-align:justify"><span><br/></span></div><div style="margin-bottom:8pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">    For revenue from the Company’s Consumer segment generated from online transactions between Experts and Users, revenue is recognized at an amount net of Expert fees in accordance with ASC 606, “Principal Agent Considerations”, due primarily to the fact that the Expert is the primary obligor. Additionally, the Company performs as an agent without any risk of loss for collection, and is not involved in selecting the Expert or establishing the Expert’s fee. The Company collects a fee from the consumer and retains a portion of the fee, and then remits the balance to the Expert. Revenue from these transactions is recognized at the point in time when the transaction is complete and no significant performance obligations remain.</span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Deferred Revenues</span></div><div style="text-align:justify"><span><br/></span></div><div style="margin-bottom:9pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">    The Company records deferred revenues when cash payments are received or due in advance of its performance. The decrease in the deferred revenue balance for the year ended December 31, 2020 is primarily driven by satisfying our performance obligations and the revenue recognized of approximately $103.2 million that were included in the deferred revenue balance as of December 31, 2019. </span></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">    The following table presents deferred revenue by revenue source (amounts in thousands): </span></div><div style="margin-bottom:9pt;margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:71.773%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.389%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.072%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Hosted services – Business</span></td><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">86,144 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">82,892 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Hosted services – Consumer</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">835 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">687 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Professional services – Business</span></td><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">1,869 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">5,172 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Total deferred revenue - short term</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">88,848 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">88,751 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:14pt"><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Hosted services – Business</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Professional services – Business</span></td><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">409 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">438 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Total deferred revenue - long term</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">409 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">438 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Disaggregated Revenue</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">    </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table presents the Company's revenues disaggregated by revenue source (amounts in thousands):</span></div><div style="margin-bottom:6pt;margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:60.043%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.363%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.363%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.365%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2019</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2018</span></td></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Revenue:</span></td><td colspan="3" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Hosted services – Business</span></td><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">286,588 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">225,705 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">197,474 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Hosted services – Consumer</span></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">29,764 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">24,480 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">19,553 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Professional services</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">50,268 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">41,424 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">32,811 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Total revenue</span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">366,620 </span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">291,609 </span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">249,838 </span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Revenue by Geographic Location</span></div><div><span><br/></span></div><div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">    The Company is domiciled in the United States and has international operations in the United Kingdom, Asia-Pacific, Latin America and Western Europe, particularly France and Germany. The following table presents the Company's revenues attributable to domestic and foreign operations for the years ended (amounts in thousands):</span></div><div style="margin-bottom:6pt;margin-top:5pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:60.043%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.363%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.363%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.365%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2019</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2018</span></td></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">United States </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">230,557 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">170,815 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">146,702 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other Americas </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13,420 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,462 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,315 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total Americas</span></td><td colspan="2" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">243,977 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">182,277 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">154,017 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">EMEA </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(2) (4)</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">83,326 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">78,301 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">71,318 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">APAC </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(3)</span></div></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">39,317 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">31,031 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">24,503 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total revenue</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">366,620 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">291,609 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">249,838 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:5.85pt;font-weight:400;line-height:120%;position:relative;top:-3.15pt;vertical-align:baseline">(1)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%"> Canada, Latin America and South America</span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:5.85pt;font-weight:400;line-height:120%;position:relative;top:-3.15pt;vertical-align:baseline">(2)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%"> Europe, the Middle East and Africa (“EMEA”)</span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:5.85pt;font-weight:400;line-height:120%;position:relative;top:-3.15pt;vertical-align:baseline">(3)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%"> Asia-Pacific (“APAC”)</span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:5.85pt;font-weight:400;line-height:120%;position:relative;top:-3.15pt;vertical-align:baseline">(4) </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Includes revenue from the United Kingdom of $53.4 million, $50.4 million, and $46.5 million for the years ended December 31, 2020</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">, </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">2019, and 2018, respectively. and from the Netherlands of $3.2 million, $10.0 million, and $8.7 million for the years ended December 31, 2020</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">, </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">2019, and 2018, respectively.</span></div><div><span><br/></span></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Information about Contract Balances</span></div><div style="text-align:justify"><span><br/></span></div><div style="margin-bottom:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%"> Hosted Services- Business Revenue.</span></div><div style="margin-bottom:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In some arrangements, the Company allows customers to pay for access to the Conversational Cloud over the term of the software license. The Company refers to these as subscription transactions. Amounts recognized as revenue in excess of amounts billed are recorded as unbilled receivables. Unbilled receivables, anticipated to be invoiced in the next twelve months, are included in accounts receivable on the consolidated balance sheet. The opening and closing balances of the Company's accounts receivable, unbilled receivables, and deferred revenues are as follows (amounts in thousands):</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:44.075%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.280%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.280%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.280%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.280%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.285%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Accounts Receivable (1)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Unbilled Receivable (1)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Contract Acquisition Costs (noncurrent)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Deferred Revenue (current)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Deferred Revenue (long term)</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Opening Balance as of December 31, 2019</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">70,318 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">17,302 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">31,965 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">88,751 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">438 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Increase (decrease), net</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(8,517)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">1,320 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">9,056 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">97 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(29)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Ending Balance as of December 31, 2020</span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">61,801 </span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-bottom:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">18,622 </span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-bottom:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">41,021 </span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-bottom:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">88,848 </span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-bottom:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">409 </span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr></table></div><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">(1) These accounts include the $0.7 million adjustment in connection with the adoption of ASU 2016-13 (Topic 326).</span></div> 366600000 291600000 249800000 41000000.0 32000000.0 P5Y 285700000 0.90 103200000 The following table presents deferred revenue by revenue source (amounts in thousands): <table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:71.773%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.389%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.072%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Hosted services – Business</span></td><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">86,144 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">82,892 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Hosted services – Consumer</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">835 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">687 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Professional services – Business</span></td><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">1,869 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">5,172 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Total deferred revenue - short term</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">88,848 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">88,751 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:14pt"><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Hosted services – Business</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Professional services – Business</span></td><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">409 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">438 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Total deferred revenue - long term</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">409 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">438 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table> 86144000 82892000 835000 687000 1869000 5172000 88848000 88751000 0 0 409000 438000 409000 438000 <div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Disaggregated Revenue</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">    </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table presents the Company's revenues disaggregated by revenue source (amounts in thousands):</span></div><div style="margin-bottom:6pt;margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:60.043%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.363%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.363%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.365%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2019</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2018</span></td></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Revenue:</span></td><td colspan="3" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Hosted services – Business</span></td><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">286,588 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">225,705 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">197,474 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Hosted services – Consumer</span></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">29,764 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">24,480 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">19,553 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Professional services</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">50,268 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">41,424 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">32,811 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Total revenue</span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">366,620 </span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">291,609 </span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">249,838 </span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 286588000 225705000 197474000 29764000 24480000 19553000 50268000 41424000 32811000 366620000 291609000 249838000 The following table presents the Company's revenues attributable to domestic and foreign operations for the years ended (amounts in thousands):<div style="margin-bottom:6pt;margin-top:5pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:60.043%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.363%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.363%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.365%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2019</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2018</span></td></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">United States </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">230,557 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">170,815 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">146,702 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other Americas </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13,420 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,462 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,315 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total Americas</span></td><td colspan="2" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">243,977 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">182,277 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">154,017 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">EMEA </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(2) (4)</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">83,326 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">78,301 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">71,318 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">APAC </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(3)</span></div></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">39,317 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">31,031 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">24,503 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total revenue</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">366,620 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">291,609 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">249,838 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:5.85pt;font-weight:400;line-height:120%;position:relative;top:-3.15pt;vertical-align:baseline">(1)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%"> Canada, Latin America and South America</span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:5.85pt;font-weight:400;line-height:120%;position:relative;top:-3.15pt;vertical-align:baseline">(2)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%"> Europe, the Middle East and Africa (“EMEA”)</span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:5.85pt;font-weight:400;line-height:120%;position:relative;top:-3.15pt;vertical-align:baseline">(3)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%"> Asia-Pacific (“APAC”)</span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:5.85pt;font-weight:400;line-height:120%;position:relative;top:-3.15pt;vertical-align:baseline">(4) </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Includes revenue from the United Kingdom of $53.4 million, $50.4 million, and $46.5 million for the years ended December 31, 2020</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">, </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">2019, and 2018, respectively. and from the Netherlands of $3.2 million, $10.0 million, and $8.7 million for the years ended December 31, 2020</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">, </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">2019, and 2018, respectively.</span></div> 230557000 170815000 146702000 13420000 11462000 7315000 243977000 182277000 154017000 83326000 78301000 71318000 39317000 31031000 24503000 366620000 291609000 249838000 53400000 50400000 46500000 3200000 10000000.0 8700000 The opening and closing balances of the Company's accounts receivable, unbilled receivables, and deferred revenues are as follows (amounts in thousands):<table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:44.075%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.280%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.280%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.280%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.280%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.285%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Accounts Receivable (1)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Unbilled Receivable (1)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Contract Acquisition Costs (noncurrent)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Deferred Revenue (current)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Deferred Revenue (long term)</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Opening Balance as of December 31, 2019</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">70,318 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">17,302 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">31,965 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">88,751 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">438 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Increase (decrease), net</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(8,517)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">1,320 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">9,056 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">97 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(29)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Ending Balance as of December 31, 2020</span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">61,801 </span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-bottom:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">18,622 </span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-bottom:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">41,021 </span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-bottom:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">88,848 </span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-bottom:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">409 </span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr></table> 70318000 17302000 31965000 88751000 438000 -8517000 1320000 9056000 97000 -29000 61801000 18622000 41021000 88848000 409000 700000 AdvertisingThe Company expenses the cost of advertising and promoting its services as incurred in the sales and marketing expense on the consolidated statement of operations. 29100000 28600000 17400000 <div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Stock-Based Compensation</span></div><div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">    In accordance with ASC Topic 718 -10, "Stock Compensation", the Company measures stock based awards at fair value and recognizes compensation expense for all share-based payment awards made to its employees and directors, including employee stock options.</span></div><div style="margin-bottom:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company estimates the fair value of stock options granted using the Black-Scholes valuation model. This model requires the Company to make estimates and assumptions including, among other things, estimates regarding the length of </span></div>time an employee will retain vested stock options before exercising them, the estimated volatility of its common stock price and the number of options that will be forfeited prior to vesting. The fair value is then recognized on a straight line basis over the requisite service period of the award, which is generally <span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOmE4MDY5MzFkOTk0MzQzYTZhMDEwYmU5MzcyZmQ4NTRiL3NlYzphODA2OTMxZDk5NDM0M2E2YTAxMGJlOTM3MmZkODU0Yl8xMDYvZnJhZzozZWRhOTNmZWVkOWQ0NjY5YWVkYjllOGVjODE5YTNlOC90ZXh0cmVnaW9uOjNlZGE5M2ZlZWQ5ZDQ2NjlhZWRiOWU4ZWM4MTlhM2U4XzI2OTQ4_f0541eba-0d60-4b3b-8e3c-2840e3a932da">three</span> to four years. Changes in these estimates and assumptions can materially affect the determination of the fair value of the stock-based compensation and consequently, the related amount recognized in the consolidated statement of operations. P4Y <div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Deferred Rent</span></div><div style="margin-bottom:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company records rent expense on a straight-line basis over the term of the related lease. The difference between the rent expense recognized for financial reporting purposes and the actual payments made in accordance with the lease agreement is recognized as deferred rent liability included in other liabilities on the Company’s consolidated balance sheets.</span></div> <div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Income Taxes</span></div><div style="margin-bottom:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Income taxes are accounted for under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in results of operations in the period that the tax change occurs. In evaluating our ability to recover our deferred tax assets in the jurisdiction from which they arise, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax-planning strategies, and results of recent operations. We include interest accrued on the underpayment of income taxes in interest expense and penalties, if any, related to unrecognized tax benefits in general and administrative expenses. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.</span></div> <div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Comprehensive Loss</span></div><div style="margin-bottom:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In accordance with ASC 220, ‘‘Comprehensive Income’’, the Company reports by major components and as a single total, the change in its net assets during the period from non-owner sources. Comprehensive income (loss) consists of net income (loss), and accumulated other comprehensive income (loss), which includes certain changes in equity that are excluded from net income (loss). The Company’s comprehensive loss for all periods presented is related to the effect of foreign currency translation.</span></div> <div style="margin-bottom:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Recently Issued Accounting Standards</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">    </span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In August 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-06, “Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity”, which simplifies the accounting for convertible instruments by eliminating existing accounting models that require separation of a cash conversion or beneficial conversion feature from the host contract. Accordingly, a convertible debt instrument will be accounted as a single liability measured at its amortized cost and a convertible preferred stock will be accounted as a single equity instrument measured at its historical cost, as long as no other embedded features require bifurcation as derivatives and the convertible debt was not issued at a substantial premium. The ASU also simplifies the derivative scope exception for accounting for contracts in an entity's own equity by:</span></div><div style="text-align:justify"><span><br/></span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•     removing certain conditions required to meet the settlement criterion</span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•    clarifying that Instruments that are not indexed to the issuer's own stock must be remeasured at fair value through</span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">earnings at each reporting period; and</span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•    clarifying the scope of reassessment guidance and disclosure requirements in Subtopic 815-40. The ASU also makes</span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">targeted improvements to the disclosure requirements for convertible instruments and earnings-per-share guidance.</span></div><div><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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. The Company is assessing and evaluating the impact ASU 2020-06 will have on its consolidated financial statements. </span></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">    </span></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">    In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” The new guidance is intended to simplify the accounting for income taxes by removing certain exceptions and by updating accounting requirements around franchise taxes, goodwill recognized for tax purposes, the allocation of current and deferred tax expense among legal entities, among other minor changes. The ASU is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Early adoption is permitted. The Company is assessing what impact ASU 2019-12 will have on its consolidated financial statements.</span></div><div style="margin-bottom:6pt;text-align:justify"><span><br/></span></div><div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Recently Adopted Accounting Pronouncements</span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In June 2016, the FASB issued Accounting Standards Update ASU 2016-13, “Financial Instruments-Credit Losses (Topic 326)”, in order to improve financial reporting of expected credit losses on financial instruments and other commitments to extend credit. ASU 2016-13 requires that an entity measure and recognize expected credit losses for financial assets held at amortized cost and replaces the incurred loss impairment methodology in prior GAAP with a methodology that requires consideration of a broader range of information to estimate credit losses. Such required disclosures include, but are not limited to, the Company's methodology for estimating its allowance for credit losses. The Company adopted ASU 2016-13 effective January 1, 2020 and applied the guidance using a modified retrospective approach requiring that the Company recognize the cumulative effect of initially applying the impairment standard as an adjustment to opening accumulated deficit for the incremental increase in its allowance for credit losses as of January 1, 2020 over its allowance for bad debts as of December, 31, 2019, which amounted to $0.7 million. The Company will continue to actively monitor the impact of the recent COVID-19 pandemic on expected credit losses. As of December 31, 2020, there has not been an impact to accounts receivable from the recent pandemic. </span></div><div style="text-align:justify"><span style="color:#111111;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">    </span></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">    In January 2017, the FASB issued Accounting Standards Update ASU 2017-04, “Simplifying the Test for Goodwill Impairment”, which eliminates the computation of the implied fair value of goodwill to measure a goodwill impairment charge. Instead, entities will record a goodwill impairment charge based on the excess of a reporting unit’s carrying amount over its fair value. The guidance is effective for interim and annual reporting periods beginning after December 15, 2019, with early adoption permitted. The Company adopted ASU 2017-04 in the first quarter of 2020 which reduced the complexity surrounding the evaluation of goodwill for impairment. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.</span></div><div><span><br/></span></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">    In August 2018, the FASB issued ASU 2018-15, “Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract,” which clarifies the accounting for implementation costs in cloud computing arrangements. The new standard aligns the treatment of implementation costs incurred by customers in cloud computing arrangements that are service contracts with the treatment of similar costs incurred to develop or obtain internal-use software. Under the new standard, implementation costs are deferred and presented in the same financial statement caption on the condensed consolidated balance sheet as a prepayment of related arrangement fees. The deferred costs are recognized over the term of the arrangement in the same financial statement caption in the condensed consolidated income statement as the related fees of the arrangement. The Company adopted ASU 2018-15 in the first quarter of 2020 and the impact of the adoption was not material to the Company's consolidated financial statements.</span></div> -700000 Net Loss per Share<div style="margin-bottom:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company calculates earnings per share (“EPS”) in accordance with the provisions of ASC 260-10 and the guidance of SEC Staff Accounting Bulletin (“SAB”) No. 98. Under ASC 260-10, basic EPS excludes dilution for common stock equivalents and is computed by dividing net income or loss attributable to common shareholders by the weighted average number of common shares 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 treasury stock method and reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock and resulted in the issuance of common stock.</span></div><div style="margin-bottom:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Diluted net loss per common share for the year ended December 31, 2020 does not include the effect of options to purchase 7,283,938 shares of common stock as the effect of their inclusion is anti-dilutive. Diluted net loss per common share for the year ended December 31, 2019 does not include the effect of options to purchase 8,848,907 shares of common stock as the effect of their inclusion is anti-dilutive. Diluted net loss per common share for the year ended December 31, 2018 does not include the effect of options to purchase 8,957,672 shares of common stock as the effect of their inclusion is anti-dilutive. </span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">A reconciliation of shares used in calculating basic and diluted earnings per share follows:</span></div><div style="margin-bottom:6pt;margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.561%"><tr><td style="width:1.0%"/><td style="width:59.986%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.381%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.381%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.384%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2019</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2018</span></td></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Basic</span></td><td colspan="2" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">65,888,450 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">62,593,026 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">59,203,400 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Effect of assumed exercised options</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Diluted</span></td><td colspan="2" style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">65,888,450 </span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">62,593,026 </span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">59,203,400 </span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 7283938 8848907 8957672 <div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">A reconciliation of shares used in calculating basic and diluted earnings per share follows:</span></div><div style="margin-bottom:6pt;margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.561%"><tr><td style="width:1.0%"/><td style="width:59.986%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.381%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.381%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.384%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2019</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2018</span></td></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Basic</span></td><td colspan="2" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">65,888,450 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">62,593,026 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">59,203,400 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Effect of assumed exercised options</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Diluted</span></td><td colspan="2" style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">65,888,450 </span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">62,593,026 </span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">59,203,400 </span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 65888450 62593026 59203400 0 0 0 65888450 62593026 59203400 Segment Information    The Company accounts for its segment information in accordance with the provisions of ASC 280-10, “Segment Reporting.” ASC 280-10 establishes annual and interim reporting standards for operating segments of a company. ASC 280-10 requires disclosures of selected segment-related financial information about products, major customers, and geographic areas based on the Company’s internal accounting methods. The Company is organized into two operating segments for purposes of making operating decisions and assessing performance. The Business segment enables brands to leverage the Conversational Cloud 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 independent service providers (“Experts”) and individual consumers (“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, who is the chief executive officer, evaluates performance, makes operating decisions, and allocates resources based on the operating income of each segment. The reporting segments follow the same accounting polices used in the preparation of the Company’s consolidated financial statements which are described in the summary of significant accounting policies. The Company allocates cost of revenue, sales and marketing and amortization of purchased intangibles to the segments, but it does not allocate product development expenses, general and administrative expenses, restructuring costs and income tax expense because management does not use this information to measure performance of the operating segments. There are currently no inter-segment sales.<div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Summarized financial information by segment for the year ended December 31, 2020, based on the Company’s internal financial reporting system utilized by the Company’s chief operating decision maker, follows (amounts in thousands): </span></div><div style="margin-bottom:6pt;margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"/><td style="width:53.365%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.441%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.441%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.441%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.616%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Business</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Consumer</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Corporate</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Consolidated</span></td></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Revenue:</span></td><td colspan="3" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Hosted services – Business</span></div></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">286,588 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">286,588 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Hosted services – Consumer</span></div></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">29,764 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">29,764 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Professional services – Business</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">50,268 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">50,268 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total revenue</span></div></td><td colspan="2" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">336,856 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">29,764 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">366,620 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cost of revenue</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">99,394 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,874 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">106,268 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Sales and marketing</span></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">128,752 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">21,021 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">149,773 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Amortization of purchased intangibles</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,639 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,639 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Unallocated corporate expenses</span></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">198,391 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">198,391 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating income (loss)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">107,071 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,869 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(198,391)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(89,451)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Summarized financial information by segment for the year ended December 31, 2019, based on the Company’s internal financial reporting system utilized by the Company’s chief operating decision maker, follows (amounts in thousands):</span></div><div style="margin-bottom:6pt;margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"/><td style="width:53.512%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.295%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.441%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.295%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.761%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Business</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Consumer</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Corporate</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Consolidated</span></td></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Revenue:</span></td><td colspan="3" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Hosted services – Business</span></div></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">225,705 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">225,705 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Hosted services – Consumer</span></div></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">24,480 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">24,480 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Professional services – Business</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">41,424 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">41,424 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total revenue</span></div></td><td colspan="2" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">267,129 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">24,480 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">291,609 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cost of revenue</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">74,460 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,418 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">78,878 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Sales and marketing</span></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">140,880 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">15,934 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">156,814 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Amortization of purchased intangibles</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,794 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,794 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Unallocated corporate expenses</span></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">141,155 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">141,155 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating income (loss)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">49,995 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,128 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(141,155)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(87,032)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Summarized financial information by segment for the year ended December 31, 2018, based on the Company’s internal financial reporting system utilized by the Company’s chief operating decision maker, follows (amounts in thousands):</span></div><div style="margin-bottom:6pt;margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.707%"><tr><td style="width:1.0%"/><td style="width:56.964%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.430%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.430%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.430%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.047%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Business</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Consumer</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Corporate</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Consolidated</span></td></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Revenue:</span></td><td colspan="3" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Hosted services – Business</span></div></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">197,474 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">197,474 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Hosted services – Consumer</span></div></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">19,553 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">19,553 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Professional services – Business</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">32,811 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">32,811 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total revenue</span></div></td><td colspan="2" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">230,285 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">19,553 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">249,838 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cost of revenue</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">58,420 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,059 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">62,479 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Sales and marketing</span></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">94,339 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,005 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">103,344 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Amortization of purchased intangibles</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,670 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,670 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Unallocated corporate expenses</span></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">106,048 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">106,048 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating income (loss)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">75,856 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,489 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(106,048)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(23,703)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Geographic Information    </span></div><div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">    The Company is domiciled in the United States and has international operations in the United Kingdom, Asia-Pacific, Latin America and Western Europe, particularly France and Germany. The following table presents the Company's long-lived assets by geographic region for the periods presented (amounts in thousands):</span></div><div style="margin-bottom:6pt;margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:98.976%"><tr><td style="width:1.0%"/><td style="width:74.380%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.716%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.538%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.866%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">December 31, </span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">United States</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">202,275 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">177,776 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Israel</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">16,657 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">16,680 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Australia</span></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13,792 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13,765 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Netherlands</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,301 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,705 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">16,596 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">18,677 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total long-lived assets</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">257,621 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">234,603 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-bottom:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:5.85pt;font-weight:400;line-height:120%;position:relative;top:-3.15pt;vertical-align:baseline">(1)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%"> United Kingdom, Germany, Japan, France, Italy, Spain, Canada, and Singapore</span></div> 2 <div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Summarized financial information by segment for the year ended December 31, 2020, based on the Company’s internal financial reporting system utilized by the Company’s chief operating decision maker, follows (amounts in thousands): </span></div><div style="margin-bottom:6pt;margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"/><td style="width:53.365%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.441%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.441%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.441%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.616%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Business</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Consumer</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Corporate</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Consolidated</span></td></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Revenue:</span></td><td colspan="3" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Hosted services – Business</span></div></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">286,588 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">286,588 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Hosted services – Consumer</span></div></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">29,764 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">29,764 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Professional services – Business</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">50,268 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">50,268 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total revenue</span></div></td><td colspan="2" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">336,856 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">29,764 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">366,620 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cost of revenue</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">99,394 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,874 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">106,268 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Sales and marketing</span></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">128,752 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">21,021 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">149,773 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Amortization of purchased intangibles</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,639 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,639 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Unallocated corporate expenses</span></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">198,391 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">198,391 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating income (loss)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">107,071 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,869 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(198,391)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(89,451)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Summarized financial information by segment for the year ended December 31, 2019, based on the Company’s internal financial reporting system utilized by the Company’s chief operating decision maker, follows (amounts in thousands):</span></div><div style="margin-bottom:6pt;margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"/><td style="width:53.512%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.295%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.441%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.295%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.761%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Business</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Consumer</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Corporate</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Consolidated</span></td></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Revenue:</span></td><td colspan="3" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Hosted services – Business</span></div></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">225,705 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">225,705 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Hosted services – Consumer</span></div></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">24,480 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">24,480 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Professional services – Business</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">41,424 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">41,424 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total revenue</span></div></td><td colspan="2" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">267,129 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">24,480 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">291,609 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cost of revenue</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">74,460 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,418 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">78,878 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Sales and marketing</span></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">140,880 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">15,934 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">156,814 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Amortization of purchased intangibles</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,794 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,794 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Unallocated corporate expenses</span></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">141,155 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">141,155 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating income (loss)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">49,995 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,128 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(141,155)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(87,032)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Summarized financial information by segment for the year ended December 31, 2018, based on the Company’s internal financial reporting system utilized by the Company’s chief operating decision maker, follows (amounts in thousands):</span></div><div style="margin-bottom:6pt;margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.707%"><tr><td style="width:1.0%"/><td style="width:56.964%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.430%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.430%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.430%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.047%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Business</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Consumer</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Corporate</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Consolidated</span></td></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Revenue:</span></td><td colspan="3" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Hosted services – Business</span></div></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">197,474 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">197,474 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Hosted services – Consumer</span></div></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">19,553 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">19,553 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Professional services – Business</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">32,811 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">32,811 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total revenue</span></div></td><td colspan="2" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">230,285 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">19,553 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">249,838 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cost of revenue</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">58,420 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,059 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">62,479 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Sales and marketing</span></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">94,339 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,005 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">103,344 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Amortization of purchased intangibles</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,670 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,670 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Unallocated corporate expenses</span></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">106,048 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">106,048 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating income (loss)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">75,856 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,489 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(106,048)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(23,703)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 286588000 286588000 29764000 29764000 50268000 50268000 336856000 29764000 366620000 99394000 6874000 106268000 128752000 21021000 149773000 1639000 1639000 198391000 198391000 107071000 1869000 -198391000 -89451000 225705000 225705000 24480000 24480000 41424000 41424000 267129000 24480000 291609000 74460000 4418000 78878000 140880000 15934000 156814000 1794000 1794000 141155000 141155000 49995000 4128000 -141155000 -87032000 197474000 197474000 19553000 19553000 32811000 32811000 230285000 19553000 249838000 58420000 4059000 62479000 94339000 9005000 103344000 1670000 1670000 106048000 106048000 75856000 6489000 -106048000 -23703000 The following table presents the Company's long-lived assets by geographic region for the periods presented (amounts in thousands):<div style="margin-bottom:6pt;margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:98.976%"><tr><td style="width:1.0%"/><td style="width:74.380%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.716%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.538%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.866%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">December 31, </span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">United States</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">202,275 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">177,776 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Israel</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">16,657 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">16,680 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Australia</span></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13,792 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13,765 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Netherlands</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,301 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,705 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">16,596 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">18,677 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total long-lived assets</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">257,621 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">234,603 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-bottom:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:5.85pt;font-weight:400;line-height:120%;position:relative;top:-3.15pt;vertical-align:baseline">(1)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%"> United Kingdom, Germany, Japan, France, Italy, Spain, Canada, and Singapore</span></div> 202275000 177776000 16657000 16680000 13792000 13765000 8301000 7705000 16596000 18677000 257621000 234603000 Property and Equipment<div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table presents the detail of property and equipment for the periods presented (amounts in thousands):</span></div><div style="margin-bottom:6pt;margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.707%"><tr><td style="width:1.0%"/><td style="width:73.240%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.363%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.364%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Computer equipment and software</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">107,666 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">92,493 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Furniture, equipment and building improvements</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">16,487 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Internal-use software development costs</span></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">86,454 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">52,544 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Finance lease right-of-use assets</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10,045 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="2" style="background-color:#cdffcc;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">204,165 </span></td><td style="background-color:#cdffcc;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="2" style="background-color:#cdffcc;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">161,524 </span></td><td style="background-color:#cdffcc;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Less: accumulated depreciation and amortization</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(98,110)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(85,288)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cdffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></div></td><td style="background-color:#cdffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cdffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">106,055 </span></td><td style="background-color:#cdffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td style="background-color:#cdffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cdffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">76,236 </span></td><td style="background-color:#cdffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div>    In accordance with its policy, the Company reviews the estimated useful lives of its fixed assets on an ongoing basis. As of December 31, 2020 and 2019, there was approximately $30.5 million, and $25.3 million, respectively, of internal-use software development costs related to projects currently still in development, which are, therefore, not yet subject to amortization. Aggregate depreciation and amortization expense for property and equipment was $22.8 million, $16.4 million and $14.2 million for the years ended December 31, 2020, 2019, and 2018, respectively. <div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table presents the detail of property and equipment for the periods presented (amounts in thousands):</span></div><div style="margin-bottom:6pt;margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.707%"><tr><td style="width:1.0%"/><td style="width:73.240%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.363%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.364%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Computer equipment and software</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">107,666 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">92,493 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Furniture, equipment and building improvements</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">16,487 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Internal-use software development costs</span></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">86,454 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">52,544 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Finance lease right-of-use assets</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10,045 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="2" style="background-color:#cdffcc;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">204,165 </span></td><td style="background-color:#cdffcc;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="2" style="background-color:#cdffcc;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">161,524 </span></td><td style="background-color:#cdffcc;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Less: accumulated depreciation and amortization</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(98,110)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(85,288)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cdffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></div></td><td style="background-color:#cdffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cdffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">106,055 </span></td><td style="background-color:#cdffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td style="background-color:#cdffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cdffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">76,236 </span></td><td style="background-color:#cdffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 107666000 92493000 0 16487000 86454000 52544000 10045000 0 204165000 161524000 98110000 85288000 106055000 76236000 30500000 25300000 22800000 16400000 14200000 Goodwill and Intangible Assets<div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Goodwill</span></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">    The changes in the carrying amount of goodwill for the year ended December 31, 2020 are as follows (amounts in thousands):</span></div><div style="margin-bottom:6pt;margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"/><td style="width:66.981%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.856%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.002%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.297%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Business</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Consumer</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Total</span></td></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance as of December 31, 2019</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">86,963 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,024 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">94,987 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Adjustments to goodwill:</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign exchange adjustments</span></div></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">205 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">205 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance as of December 31, 2020</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">87,168 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,024 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">95,192 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The changes in the carrying amount of goodwill for the year ended December 31, 2019 are as follows (amounts in thousands):</span></div><div style="margin-bottom:6pt;margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"/><td style="width:66.981%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.856%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.002%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.297%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Business</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Consumer</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Total</span></td></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance as of December 31, 2018</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">87,007 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,024 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">95,031 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Adjustments to goodwill:</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Acquisitions</span></div></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign exchange adjustments</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(44)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(44)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance as of December 31, 2019</span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">86,963 </span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,024 </span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">94,987 </span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">    The total accumulated goodwill impairment charges are $23.5 million through December 31, 2020. No impairment was recognized for the years ended December 31, 2020, 2019, and 2018. </span></div><div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Intangible Assets</span></div><div style="margin-bottom:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Intangible assets are summarized as follows (see Note 8) (amounts in thousands):</span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.561%"><tr><td style="width:1.0%"/><td style="width:47.064%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.647%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.969%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.647%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.971%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="21" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">December 31, 2020</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Gross<br/>Carrying<br/>Amount</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Accumulated<br/>Amortization</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Net Carrying Amount</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Weighted<br/>Average<br/>Amortization<br/>Period</span></td></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Amortizing intangible assets:</span></td><td colspan="3" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Technology</span></div></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">30,499 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(26,818)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,681 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.4 years</span></td></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Customer relationships</span></div></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">16,981 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(13,982)</span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,999 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8.4 years</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Patents</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,076 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(908)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,168 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12.5 years</span></td></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other</span></div></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">314 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(235)</span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">79 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.2 years</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></div></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">52,870 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(41,943)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10,927 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr></table></div><div style="margin-bottom:6pt"><span><br/></span></div><div style="margin-bottom:6pt;margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:97.953%"><tr><td style="width:1.0%"/><td style="width:48.601%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.497%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.546%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.586%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.546%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.989%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.546%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.589%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="21" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">December 31, 2019</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Gross<br/>Carrying<br/>Amount</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Accumulated<br/>Amortization</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Net Carrying Amount</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Weighted<br/>Average<br/>Amortization<br/>Period</span></td></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Amortizing intangible assets:</span></td><td colspan="3" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Technology</span></div></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">30,413 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(25,187)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,226 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.3 years</span></td></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Customer relationships</span></div></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">16,964 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(12,958)</span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,006 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8.4 years</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Patents</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,267 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(714)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,553 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12.8 years</span></td></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other</span></div></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">262 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(235)</span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">27 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.7 years</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></div></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">50,906 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(39,094)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,812 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr></table></div><div style="margin-bottom:9pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Amortization expense is calculated over the estimated useful life of the asset. Aggregate amortization expense for intangible assets was $2.8 million, $2.9 million and $2.8 million for the years ended December 31, 2020, 2019 and 2018, respectively. For the years ended December 31, 2020, 2019 and 2018, a portion of this amortization is included in cost of revenue. Estimated amortization expense for the next five years is as follows (amounts in thousands):</span></div><div style="margin-bottom:9pt;margin-top:5pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"/><td style="width:18.372%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:59.075%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:19.253%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Estimated Amortization Expense</span></td></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2021</span></td><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,611 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2022</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,240 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2023</span></td><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">959 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2024</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">756 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2025</span></td><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">334 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Thereafter</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,027 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10,927 </span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> The changes in the carrying amount of goodwill for the year ended December 31, 2020 are as follows (amounts in thousands):<table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"/><td style="width:66.981%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.856%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.002%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.297%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Business</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Consumer</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Total</span></td></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance as of December 31, 2019</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">86,963 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,024 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">94,987 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Adjustments to goodwill:</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign exchange adjustments</span></div></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">205 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">205 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance as of December 31, 2020</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">87,168 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,024 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">95,192 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The changes in the carrying amount of goodwill for the year ended December 31, 2019 are as follows (amounts in thousands):</span></div><div style="margin-bottom:6pt;margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"/><td style="width:66.981%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.856%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.002%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.297%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Business</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Consumer</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Total</span></td></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance as of December 31, 2018</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">87,007 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,024 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">95,031 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Adjustments to goodwill:</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Acquisitions</span></div></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign exchange adjustments</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(44)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(44)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance as of December 31, 2019</span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">86,963 </span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,024 </span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">94,987 </span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 86963000 8024000 94987000 205000 0 205000 87168000 8024000 95192000 87007000 8024000 95031000 0 0 0 -44000 0 -44000 86963000 8024000 94987000 23500000 0 0 0 <div style="margin-bottom:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Intangible assets are summarized as follows (see Note 8) (amounts in thousands):</span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.561%"><tr><td style="width:1.0%"/><td style="width:47.064%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.647%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.969%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.647%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.971%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="21" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">December 31, 2020</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Gross<br/>Carrying<br/>Amount</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Accumulated<br/>Amortization</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Net Carrying Amount</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Weighted<br/>Average<br/>Amortization<br/>Period</span></td></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Amortizing intangible assets:</span></td><td colspan="3" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Technology</span></div></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">30,499 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(26,818)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,681 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.4 years</span></td></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Customer relationships</span></div></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">16,981 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(13,982)</span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,999 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8.4 years</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Patents</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,076 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(908)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,168 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12.5 years</span></td></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other</span></div></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">314 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(235)</span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">79 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.2 years</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></div></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">52,870 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(41,943)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10,927 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr></table></div><div style="margin-bottom:6pt"><span><br/></span></div><div style="margin-bottom:6pt;margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:97.953%"><tr><td style="width:1.0%"/><td style="width:48.601%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.497%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.546%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.586%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.546%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.989%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.546%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.589%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="21" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">December 31, 2019</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Gross<br/>Carrying<br/>Amount</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Accumulated<br/>Amortization</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Net Carrying Amount</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Weighted<br/>Average<br/>Amortization<br/>Period</span></td></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Amortizing intangible assets:</span></td><td colspan="3" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Technology</span></div></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">30,413 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(25,187)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,226 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.3 years</span></td></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Customer relationships</span></div></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">16,964 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(12,958)</span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,006 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8.4 years</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Patents</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,267 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(714)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,553 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12.8 years</span></td></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other</span></div></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">262 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(235)</span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">27 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.7 years</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></div></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">50,906 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(39,094)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,812 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr></table></div> 30499000 26818000 3681000 P5Y4M24D 16981000 13982000 2999000 P8Y4M24D 5076000 908000 4168000 P12Y6M 314000 235000 79000 P2Y2M12D 52870000 41943000 10927000 30413000 25187000 5226000 P5Y3M18D 16964000 12958000 4006000 P8Y4M24D 3267000 714000 2553000 P12Y9M18D 262000 235000 27000 P2Y8M12D 50906000 39094000 11812000 2800000 2900000 2800000 Estimated amortization expense for the next five years is as follows (amounts in thousands):<table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"/><td style="width:18.372%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:59.075%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:19.253%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Estimated Amortization Expense</span></td></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2021</span></td><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,611 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2022</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,240 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2023</span></td><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">959 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2024</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">756 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2025</span></td><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">334 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Thereafter</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,027 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10,927 </span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table> 2611000 2240000 959000 756000 334000 4027000 10927000 Accrued Liabilities and Other Current Liabilities<div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table presents the detail of accrued liabilities and other current liabilities for the periods presented (amounts in thousands):</span></div><div style="margin-bottom:9pt;margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.707%"><tr><td style="width:1.0%"/><td style="width:73.240%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.363%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.364%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Payroll and other employee related costs</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">39,820 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">27,920 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Professional services, consulting and other vendor fees</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">38,796 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">20,382 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Unrecognized tax benefits</span></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,039 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,053 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Sales commissions</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,988 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,654 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Contingent earn-out (Note 8)</span></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">557 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Restructuring</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,732 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">314 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Non Income Tax</span></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,954 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,541 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,898 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></div></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">99,870 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">62,778 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:15pt"><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:3pt double #000000;padding:0 1pt"/></tr></table></div> <div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table presents the detail of accrued liabilities and other current liabilities for the periods presented (amounts in thousands):</span></div><div style="margin-bottom:9pt;margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.707%"><tr><td style="width:1.0%"/><td style="width:73.240%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.363%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.364%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Payroll and other employee related costs</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">39,820 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">27,920 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Professional services, consulting and other vendor fees</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">38,796 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">20,382 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Unrecognized tax benefits</span></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,039 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,053 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Sales commissions</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,988 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,654 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Contingent earn-out (Note 8)</span></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">557 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Restructuring</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,732 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">314 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Non Income Tax</span></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,954 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,541 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,898 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></div></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">99,870 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">62,778 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:15pt"><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:3pt double #000000;padding:0 1pt"/></tr></table></div> 39820000 27920000 38796000 20382000 2039000 2053000 6988000 9654000 0 557000 4732000 314000 2954000 0 4541000 1898000 99870000 62778000 Convertible Senior Notes and Capped Call Transactions <div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">March 2019 Convertible Senior Notes</span></div><div style="margin-bottom:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In March 2019, the Company issued $230.0 million aggregate principal amount of 0.750% Convertible Senior Notes due 2024 in a private placement, which amount includes $30.0 million aggregate principal amount of such Notes pursuant to the exercise in full of the over-allotment options of the initial purchasers (collectively, the “2024 Notes”). The 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. </span></div><div style="margin-bottom:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> 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 debt offering, after deducting debt issuance costs, paid or payable by us, was approximately $221.4 million.</span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> Each $1,000 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 we undergo a fundamental change (as defined in the indenture governing the 2024 Notes) prior to the maturity date, holders may require us 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.</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="margin-bottom:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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. </span></div><div style="margin-bottom:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">It is the Company’s current intent to settle the principal amount of its outstanding 2024 Notes in cash and any excess in shares of the Company’s common stock. </span></div><div style="margin-bottom:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">During the year ended December 31, 2020, the conditions allowing holders of the 2024 Notes to convert were met, and, thus, holders of the 2024 Notes maintain the option to convert their 2024 Notes. No 2024 Notes were converted during the year ended December 31, 2020. The Company continues to classify the 2024 Notes as a long-term liability in its consolidated balance sheet as at December 31, 2020, based on contractual settlement provisions.</span></div><div style="margin-bottom:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-bottom:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In accounting for the issuance of the 2024 Notes, 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 does 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 is not remeasured as long as it continues 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, is amortized to interest expense at an effective interest rate over the contractual terms of the 2024 Notes.</span></div><div style="margin-top:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In accounting for the transaction costs related to the 2024 Notes, 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 are amortized to interest expense using the effective interest method over the contractual terms 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.</span></div><div style="margin-top:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In connection with the offering of the 2024 Notes, the Company entered into privately-negotiated capped call option transactions with certain counterparties (the “capped calls”). The 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 capped calls have initial cap prices of $57.16 per share, subject to certain adjustment events. The capped calls cover, subject to anti-dilution adjustments, approximately 5.96 million shares of common stock. The 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 capped calls expire on March 1, 2024, subject to earlier exercise. The 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 capped calls are subject to certain specified additional disruption events that may give rise to a termination of the capped calls, including changes in law, failure to deliver, and hedging disruptions. The 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 capped calls was recorded as a reduction to additional paid-in capital in the accompanying consolidated balance sheet.</span></div><div style="margin-top:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The remaining term over which the March 2019 Convertible Senior Notes debt discount and debt issuance costs will be amortized is 3.2 years. The effective interest rate on the debt was 4.66% for the year ended December 31 2020. </span></div><div style="margin-top:6pt;text-align:justify;text-indent:36pt"><span><br/></span></div><div style="margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">December 2020 Convertible Senior Notes</span></div><div style="margin-top:6pt;text-align:justify"><span><br/></span></div><div style="margin-bottom:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In December 2020, the Company issued $517.5 million aggregate principal amount of 0% Convertible Senior Notes due 2026 in a private placement, which amount includes $67.5 million aggregate principal amount of such Notes pursuant to the exercise in full of the over-allotment options of the initial purchasers (collectively, the “2026 Notes”, and, together with the 2024 Notes, the "Notes").</span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 debt offering, after deducting debt issuance costs, paid or payable by us, was approximately $505.3 million.</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Each $1,000 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 </span></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">rate is subject to adjustment upon the occurrence of certain specified events but will not be adjusted for any accrued and unpaid interest.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:12pt;font-weight:400;line-height:120%"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 we undergo a fundamental change (as defined in the indenture governing the 2026 Notes) prior to the maturity date, holders may require us to repurchase for cash all or any portion of their 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 interest to, but excluding, the fundamental change repurchase date.</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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; or (3) 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.</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="margin-bottom:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">It is the Company’s current intent to settle the principal amount of its outstanding 2026 Notes in cash and any excess in shares of the Company’s common stock.</span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of December 31, 2020, the conditions allowing holders of the 2026 Notes to convert were not met.</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="margin-bottom:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:115%">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.</span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> In accounting for the issuance of the 2026 Notes, 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 does 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 is not remeasured as long as it continues 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, is amortized to interest expense at an effective interest rate over the contractual terms of the 2026 Notes.</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In accounting for the transaction costs related to the 2026 Notes, 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 terms 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.</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In connection with the offering of the 2026 Notes, the Company entered into privately-negotiated capped call</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:12pt;font-weight:400;line-height:120%"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">option transactions with certain counterparties (the “capped calls”). The 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 capped calls have initial cap prices of $105.58 per share, subject to certain adjustment events. The capped calls cover, subject to anti-dilution adjustments, approximately 6.88 million shares of common stock. The 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 capped calls expire on December 15, 2026, subject to earlier exercise. The capped calls are subject to either adjustment or termination upon the occurrence of specified extraordinary </span></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">events affecting the Company, including a merger event, a tender offer, and a nationalization, insolvency or delisting involving the Company. In addition, the capped calls are subject to certain specified additional disruption events that may give rise to a termination of the capped calls, including changes in law, failure to deliver, and hedging disruptions. The 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 capped calls was recorded as a reduction to additional paid-in capital in the accompanying consolidated balance sheet.</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The remaining term over which the December 2020 Convertible Senior Notes debt discount and debt issuance costs will be amortized is 5.9 years. The effective interest rate on the debt was 6.61% for the year ended December 31 2020.</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The net carrying amount of the liability component of the Notes was as follows (in thousands):</span></div><div style="margin-bottom:6pt;margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:62.350%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:17.174%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:17.176%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">As of December 31, 2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">As of December 31, 2019</span></td></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Principal</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">747,500 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">230,000 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Unamortized discount</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(196,269)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(45,295)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Unamortized issuance costs</span></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(12,799)</span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(5,693)</span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Net carrying amount</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">538,432 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">179,012 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:0.05pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The net carrying amount of the equity component of the Notes was as follows (in thousands):</span></div><div style="margin-bottom:6pt;margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:62.350%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:17.174%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:17.176%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">As of December 31, 2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">As of December 31, 2019</span></td></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Proceeds allocated to the conversion options (debt discount)</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">215,434 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">52,900 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Issuance costs</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(5,783)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(1,986)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Net carrying amount</span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">209,651 </span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">50,914 </span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:0.05pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table sets forth the interest expense recognized related to the Notes (in thousands):</span></div><div style="margin-top:5.05pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:62.350%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:17.174%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:17.176%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">For the Year Ended December 31, 2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">For the Year Ended December 31, 2019</span></td></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Contractual interest expense</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">1,725 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">1,438 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Amortization of issuance costs</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">1,340 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">956 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Amortization of debt discount</span></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">11,564 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">7,605 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Total interest expense</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">14,629 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">9,999 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:0.05pt;text-align:justify;text-indent:36pt"><span><br/></span></div><div style="margin-bottom:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Interest expense of $14.6 million is reflected as a component of interest (expense) income, net in the accompanying consolidated statement of operations for the year ended December 31, 2020.</span></div> 230000000.0 0.00750 30000000.0 221400000 1000 25.9182 0.001 38.58 1000 1 1000 20 30 1.30 1000 0.98 52900000 8600000 6600000 2000000.0 38.58 57.16 5960000 23200000 P3Y2M12D 0.0466 517500000 67500000 505300000 1000 13.2933 0.001 75.23 1000 1 1000 20 30 1.30 1000 0.98 162500000 12200000 8500000 3700000 75.23 105.58 6880000 46100000 P5Y10M24D 0.0661 <div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The net carrying amount of the liability component of the Notes was as follows (in thousands):</span></div><div style="margin-bottom:6pt;margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:62.350%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:17.174%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:17.176%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">As of December 31, 2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">As of December 31, 2019</span></td></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Principal</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">747,500 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">230,000 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Unamortized discount</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(196,269)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(45,295)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Unamortized issuance costs</span></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(12,799)</span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(5,693)</span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Net carrying amount</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">538,432 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">179,012 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:0.05pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The net carrying amount of the equity component of the Notes was as follows (in thousands):</span></div><div style="margin-bottom:6pt;margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:62.350%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:17.174%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:17.176%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">As of December 31, 2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">As of December 31, 2019</span></td></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Proceeds allocated to the conversion options (debt discount)</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">215,434 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">52,900 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Issuance costs</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(5,783)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(1,986)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Net carrying amount</span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">209,651 </span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">50,914 </span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:0.05pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table sets forth the interest expense recognized related to the Notes (in thousands):</span></div><div style="margin-top:5.05pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:62.350%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:17.174%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:17.176%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">For the Year Ended December 31, 2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">For the Year Ended December 31, 2019</span></td></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Contractual interest expense</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">1,725 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">1,438 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Amortization of issuance costs</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">1,340 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">956 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Amortization of debt discount</span></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">11,564 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">7,605 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Total interest expense</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">14,629 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">9,999 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 747500000 230000000 196269000 45295000 12799000 5693000 538432000 179012000 215434000 52900000 5783000 1986000 209651000 50914000 1725000 1438000 1340000 956000 11564000 7605000 14629000 9999000 14600000 Acquisitions<div style="margin-bottom:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">AdvantageTec Inc.</span></div><div style="margin-bottom:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In October 2018, the Company entered into a stock purchase agreement to acquire the outstanding equity interest of AdvantageTec Inc. (“AdvantageTec”), a leading provider of texting solutions for service departments of automotive dealerships that helps enable the conversational experience across the entire dealership, including both front end/variable operations (new and used vehicle sales) and back end/fixed operations (parts and services). The purchase agreement was for total consideration of approximately $11.2 million, which includes approximately $6.0 million in cash, approximately $4.3 million in shares of common stock, and approximately $0.9 million of potential earn-out consideration in cash and shares of common stock. The earn-out is contingent upon achieving certain targeted financial, strategic and integration objectives and milestones and is included as part of the purchase price. During 2019, the Company recorded a $0.2 million fair value re-measurement adjustment and made payments of $0.5 million in earn-out consideration. The Company settled the remaining contingent earn-out of approximately $0.3 million in stock. As of December 31, 2020, there are no additional contingent earn-out payments.</span></div><div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">    The purchase price allocation resulted in approximately $9.1 million of goodwill and approximately $2.2 million of intangible assets. The goodwill will not be deductible for tax purposes. The intangible assets are being amortized over their expected period of benefit. A deferred tax liability for the identified intangibles has been recorded.</span></div><div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">     AdvantageTec Inc. enhances the Company’s messaging platform available for the automotive industry and is included in the Company's business segment. </span></div><div style="margin-bottom:6pt;text-align:justify"><span><br/></span></div><div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Conversable, Inc.</span></div><div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">    In September 2018, the Company acquired the employees and technology assets of Conversable, Inc. a SaaS based Artificial Intelligence powered conversational platform, headquartered in Austin, Texas, for an aggregate estimated purchase price of $5.7 million. The estimated purchase price consisted of $1.3 million in cash, approximately $2.9 million in shares of common stock of the Company, and a potential earn-out consideration of $1.5 million in cash, which is based on achieving certain targeted financial, strategic, and integration objectives and milestones and is included as part of the purchase price. During 2019, the Company recorded a $0.5 million fair value re-measurement adjustment and settled the remaining contingent earn-out in stock. </span></div><div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">    The purchase price allocation resulted in approximately $5.5 million of goodwill and approximately $0.5 million of intangible assets. The goodwill will be deductible for tax purposes. The intangible assets are being amortized over their expected period of benefit. The allocation of the purchase price to net book value of acquired assets and liabilities resulted in a net liability $0.3 million, which includes accounts receivable, property and equipment, accrued expenses, and deferred revenue.</span></div><div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">    Conversable Inc.’s capabilities will accelerate the ongoing expansion of the Company’s Conversational Space solutions and enhance the Company’s ability to deliver proactive and personalized content and services when and where the customer needs it, helping consumers find immediate service through messaging. Conversable, Inc. will be included in the Company’s business segment. The results of this acquisition were not significant to the results of operations for the year ended December 31, 2018.</span></div><div style="margin-bottom:6pt;text-align:justify"><span><br/></span></div><div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">BotCentral, Inc. </span></div><div style="margin-bottom:9pt;margin-top:12pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">    </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In January 2018, the Company acquired the employees and technology assets of BotCentral, Inc., a Silicon Valley based startup, for an approximate purchase price of $1.0 million in common stock of the Company. The Company incurred an additional $0.2 million related to acquisition costs. This transaction was accounted for as an asset purchase. The aggregate amount of approximately $0.2 million is included in intangibles on the Company’s consolidated balance sheet. With the team’s expertise and knowledge of the Conversational Cloud platform, the team is bringing valuable insight for the Company’s customers and partners, and enabling the Company to more rapidly optimize its bot deployment capabilities, and grow the ecosystem. BotCentral, Inc. will be included in the Company’s business segment. The results of this acquisition were not significant to the results of operations for the year ended December 31, 2018.</span></div> 11200000 6000000.0 4300000 900000 200000 500000 300000 9100000 2200000 5700000 1300000 2900000 1500000 500000 5500000 500000 -300000 1000000.0 200000 200000 Fair Value Measurements<div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">    The Company measures its cash equivalents at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value:</span></div><div style="margin-bottom:3pt;padding-left:72pt;text-align:justify;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:14.5pt">Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.</span></div><div style="margin-bottom:3pt;padding-left:72pt;text-align:justify;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:14.5pt">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.</span></div><div style="margin-bottom:6pt;padding-left:72pt;text-align:justify;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:14.5pt">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.</span></div><div style="margin-bottom:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Financial Assets and Liabilities</span></div><div style="margin-bottom:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The carrying amount of cash, accounts receivable, and accounts payable approximate their fair value due to their short-term nature. The Company's assets and liabilities that are measured at fair value on a recurring basis, by level, within the fair value hierarchy as of December 31, 2020 and December 31, 2019, are summarized as follows (amounts in thousands).</span></div><div style="margin-bottom:6pt;margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"/><td style="width:30.964%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.952%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.074%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.513%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.952%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:1.996%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.952%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.074%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.074%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.957%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="21" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">December 31, 2020</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="21" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">December 31, 2019</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Level 1</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Level 2</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Level 3</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Total</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Level 1</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Level 2</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Level 3</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Total</span></td></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Assets:</span></td><td colspan="3" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Cash equivalents:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Money market funds</span></td><td style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">328,195 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">328,195 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2,899 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2,899 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Total assets</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">328,195 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">328,195 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2,899 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2,899 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:14pt"><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Liabilities:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Contingent earn-out</span></td><td style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">557 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">557 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Total liabilities</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">557 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">557 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-bottom:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-bottom:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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. During the third quarter of each year, the Company evaluates goodwill for impairment at the reporting unit level. The Company uses qualitative factors in accordance with ASU No. 2011-08 to determine whether it is ‘‘more likely than not’’ that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform a goodwill impairment test.  This measurement is classified based on level 3 input.</span></div><div style="margin-bottom:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of December 31, 2020 the fair value of the Notes issued in the two Convertible Senior Note transactions, as further described in Note 7 above, was approximately $557.5 million. Management determines the fair value by utilizing an independent valuation specialist using the antithetic variable technique and is considered a Level 2 fair value measurement.</span></div><div style="margin-bottom:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company recorded a contingent earn-out of $2.4 million in December 2018 in connection with the acquisitions of Conversable, Inc. and AdvantageTec Inc. The contingent earn-out is based on achieving certain targeted financial, strategic, and integration objectives. The unobservable inputs considered are probability factors and the time value of money. During the year ended December 31, 2020, the contingent earn-out decreased by $0.6 million due to a decrease in re-measurement to fair value of AdvantageTec Inc, Inc. of approximately $0.3 million and payments of approximately $0.3 million in shares. </span></div><div style="margin-bottom:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The changes in fair value of the Level 3 liabilities are as follows (amounts in thousands):</span></div><div style="margin-bottom:9pt;margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:74.777%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.595%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.598%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="border-bottom:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Contingent Earn-Out</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance, Beginning of year</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">557 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,372 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Conversable, Inc. fair value adjustment (see Note 8)</span></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(496)</span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">AdvantageTec, Inc. fair value adjustment (see Note 8)</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(263)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">168 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Payments</span></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(294)</span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,487)</span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance, End of year</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">557 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> The Company's assets and liabilities that are measured at fair value on a recurring basis, by level, within the fair value hierarchy as of December 31, 2020 and December 31, 2019, are summarized as follows (amounts in thousands).<table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"/><td style="width:30.964%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.952%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.074%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.513%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.952%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:1.996%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.952%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.074%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.074%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.957%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="21" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">December 31, 2020</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="21" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">December 31, 2019</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Level 1</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Level 2</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Level 3</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Total</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Level 1</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Level 2</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Level 3</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Total</span></td></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Assets:</span></td><td colspan="3" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Cash equivalents:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Money market funds</span></td><td style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">328,195 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">328,195 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2,899 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2,899 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Total assets</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">328,195 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">328,195 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2,899 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2,899 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:14pt"><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Liabilities:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Contingent earn-out</span></td><td style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">557 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">557 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Total liabilities</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">557 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">557 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table> 328195000 0 0 328195000 2899000 0 0 2899000 328195000 0 0 328195000 2899000 0 0 2899000 0 0 0 0 0 0 0 557000 557000 0 0 0 0 0 0 557000 557000 557500000 2400000 -600000 -300000 300000 <div style="margin-bottom:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The changes in fair value of the Level 3 liabilities are as follows (amounts in thousands):</span></div><div style="margin-bottom:9pt;margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:74.777%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.595%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.598%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="border-bottom:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Contingent Earn-Out</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance, Beginning of year</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">557 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,372 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Conversable, Inc. fair value adjustment (see Note 8)</span></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(496)</span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">AdvantageTec, Inc. fair value adjustment (see Note 8)</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(263)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">168 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Payments</span></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(294)</span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,487)</span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance, End of year</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">557 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 557000 2372000 0 -496000 -263000 168000 294000 1487000 0 557000 Commitments and Contingencies<div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Contractual Obligations</span></div><div style="margin-bottom:8pt;text-align:justify"><span style="color:#111111;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">    The Company has entered into various non-cancelable operating lease agreements for certain of our offices and vehicles. We have also entered into various non-cancelable finance lease agreements for certain network equipment. The</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> leases have initial lease terms ranging from 1 to 12 years. Payments due under the lease contracts include primarily fixed payments. The lease terms include periods under options to extend or terminate the lease when it is reasonably certain that we will exercise that option. We do not assume renewals in our determination of the lease term unless the renewals are deemed to be reasonably assured. Our lease agreements generally do not contain any material residual value guarantees or material restrictive covenants.</span></div><div style="margin-bottom:8pt;text-align:justify"><span style="color:#111111;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">    The Company has evaluated its facility leases and determined which leases met the definition of the new standard in accordance with Topic 842. The Company also performed an evaluation of their other contracts with suppliers in accordance with Topic 842 and have determined that, except for the facilities, car, and network equipment leases described above, none of its supply contracts contain a lease. Further, the Company has made an accounting policy election to keep leases with a term of twelve months or less off the balance sheet. This policy applies to all classes of the underlying assets. The Company will recognize those lease payments and associated interest expense in the consolidated statement of operations evenly over the lease term.</span></div><div style="margin-bottom:8pt;text-align:justify;text-indent:36pt"><span style="color:#111111;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company elected the “package of practical expedients,” which permits the Company not to reassess under ASC 842 its prior conclusions about lease identification, lease classification and initial direct costs. The Company also made a policy election not to separate non-lease components from lease components. Furthermore, the Company elected to not capitalize leases with a term of 12 months or less and recognize the lease expense for such leases generally on a straight-line basis over the lease term.</span></div><div style="margin-bottom:8pt;text-align:justify"><span style="color:#111111;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">    The determination of the discount rate used to calculate the present value of the right-of-use assets and lease liabilities depends on whether an interest rate is implicit in the lease or not. If a rate is implicit in the lease, that rate is used when calculating the present value of lease payments. </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">If the rate is not readily determinable, which is generally the case for the Company, the Company’s incremental borrowing rate (“IBR”) as of the date of inception of the lease is used (for initial measurement, the IBR was determined as of the adoption date of the standard). The IBR is the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term and amount equal to the lease payments in a similar economic environment. The Company used a ratings benchmark report against its peers in the technology sector. </span></div><div style="margin-bottom:8pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">    The Company has operating and finance leases for its corporate offices and other service agreements. The Company's leases have remaining lease terms of 1 to 5 years, some of which include options to extend. The Company's lease expense for the year ended December 31, 2020 consisted of operating and finance leases was approximately $13.5 million. </span></div><div style="margin-bottom:8pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Operating leases are included in operating lease right of use (“ROU”) assets and current and noncurrent operating lease liabilities on the Company’s consolidated balance sheets. Finance leases are included in property and equipment, accrued expenses and other liabilities, and other noncurrent liabilities on the Company’s consolidated balance sheets.</span></div><div style="margin-bottom:8pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On July 13, 2020, the Company announced its decision to transition to an employee-centric model under which employees will work remotely rather than in traditional offices. In connection with this decision, the Company abandoned 14 leases in its global portfolio of office leases during the twelve months ended December 31, 2020. As a result, the Company recognized accelerated amortization to fully reduce the carrying value of the associated ROU assets between the decision date, which was determined to be July 13, 2020 and the cease use date. There were no changes to the accounting for the lease liabilities associated with the leased office spaces. Additionally, the Company recognized accelerated depreciation of fixed assets that were determined to no longer be of future economic benefit to the Company based on the decision to vacate the leased office space. Lease restructuring expenses of $24.3 million are included in restructuring costs in the condensed consolidated statements of operations for the twelve months ended December 31, 2020. The Company also incurred other non-recurring expenses of $5.1 million in restructuring costs in the condensed consolidated statements of operations for the twelve months ended December 31, 2020 associated with the transition to an employee-centric workforce model that does not rely on traditional offices. These expenses include termination penalties, moving expenses, storage expenses and incremental legal and consulting fees. The associated liability is presented on the condensed consolidated balance sheets within accrued expenses and other current liabilities as of December 31, 2020. Subsequent adjustments to these liabilities, including final settlement of the amounts, will be reflected in future period earnings.</span></div><div style="margin-bottom:8pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Supplemental cash flow information related to leases for the years ended December 31, 2020 and 2019 are as follows (in thousands):</span></div><div style="margin-bottom:8pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:98.245%"><tr><td style="width:1.0%"/><td style="width:57.084%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:19.138%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:1.139%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:19.139%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#cdffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cash paid for amounts included in the measurement of lease liabilities:</span></td><td colspan="3" style="background-color:#cdffcc;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">   Operating cash flows for operating leases</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,901 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,963 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cdffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">   Operating cash flows for finance leases</span></td><td colspan="2" style="background-color:#cdffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">88 </span></td><td style="background-color:#cdffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="2" style="background-color:#cdffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cdffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">   Financing cash flows for finance leases</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,154 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-bottom:8pt;text-align:justify"><span><br/></span></div><div style="margin-bottom:8pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The components of lease costs for the years ended December 31, 2020 and 2019 are as follows (in thousands):</span></div><div style="margin-bottom:8pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:57.525%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:18.783%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:1.408%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:18.784%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#cdffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Finance lease cost</span></td><td colspan="3" style="background-color:#cdffcc;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">   Amortization of right-of-use assets</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">772 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cdffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">   Interest</span></td><td colspan="2" style="background-color:#cdffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">88 </span></td><td style="background-color:#cdffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="2" style="background-color:#cdffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cdffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating lease cost</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12,649 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12,984 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cdffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">   Total lease cost</span></td><td colspan="2" style="background-color:#cdffcc;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13,509 </span></td><td style="background-color:#cdffcc;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="2" style="background-color:#cdffcc;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12,984 </span></td><td style="background-color:#cdffcc;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-bottom:8pt;text-align:justify;text-indent:36pt"><span><br/></span></div><div style="margin-bottom:8pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">    Supplemental balance sheet information related to leases is as follows:</span></div><div style="margin-bottom:8pt;margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:53.432%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:1.115%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:20.391%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.969%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:20.393%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">As of December 31, 2020</span></td><td colspan="3" style="border-bottom:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">As of December 31, 2019</span></td></tr><tr><td colspan="3" style="background-color:#cdffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Operating Leases</span></td><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="9" style="background-color:#cdffcc;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">(in thousands, except lease term and discount rate)</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-indent:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Right-of-use asset, net</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">614 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">15,680 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:14pt"><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Current operating lease liability</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,718 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,602 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cdffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Long term operating lease liability</span></td><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="2" style="background-color:#cdffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,180 </span></td><td style="background-color:#cdffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="2" style="background-color:#cdffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12,865 </span></td><td style="background-color:#cdffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-indent:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Total operating lease liability</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12,898 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">19,467 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:14pt"><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Finance Leases</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cdffcc;padding:2px 1pt;text-align:left;text-indent:9pt;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Right-of-use asset, net</span></td><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="2" style="background-color:#cdffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10,045 </span></td><td style="background-color:#cdffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="2" style="background-color:#cdffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cdffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:14pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cdffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Current finance lease liability</span></td><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="2" style="background-color:#cdffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,488 </span></td><td style="background-color:#cdffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="2" style="background-color:#cdffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cdffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Long term finance lease liability</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,176 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cdffcc;padding:2px 1pt;text-align:left;text-indent:9pt;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Total finance lease liability</span></td><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="2" style="background-color:#cdffcc;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,664 </span></td><td style="background-color:#cdffcc;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="2" style="background-color:#cdffcc;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cdffcc;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:14pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cdffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Weighted Average Remaining Lease Term</span></td><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-indent:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Operating leases</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.0 years</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.5 years</span></td></tr><tr><td colspan="3" style="background-color:#cdffcc;padding:2px 1pt;text-align:left;text-indent:9pt;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Finance leases</span></td><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.8 years</span></td><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="2" style="background-color:#cdffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cdffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:14pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cdffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Weighted Average Discount Rate</span></td><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-indent:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Operating leases</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#cdffcc;padding:2px 1pt;text-align:left;text-indent:9pt;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Finance leases</span></td><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="2" style="background-color:#cdffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4 </span></td><td style="background-color:#cdffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="2" style="background-color:#cdffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cdffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-bottom:6pt;text-align:justify;text-indent:15.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">    </span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Future minimum lease payments under non-cancellable operating and finance leases (with an initial or remaining lease terms in excess of one year) are as follows (amounts in thousands):</span></div><div style="margin-bottom:6pt;margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:73.315%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.057%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.598%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Year Ending December 31,</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Operating<br/>Leases</span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Finance Leases</span></td></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2021</span></td><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,377 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,814 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2022</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,804 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,814 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2023</span></td><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,955 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,572 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2024</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,166 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2025</span></td><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">632 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Thereafter</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">263 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total minimum lease payments</span></td><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">14,197 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td style="background-color:#ccffcc;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10,200 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Less: present value adjustment</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,299)</span></td><td style="border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(536)</span></td><td style="border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total lease liability</span></td><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12,898 </span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,664 </span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The timing and amounts of future minimum lease payments under non-cancellable operating leases in the above table may be subject to change as a result of the restructuring (see Note 14).    </span></div><div><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Rental expense for operating leases and other service agreements was approximately $13.5 million, $13.0 million and $10.9 million for the years ended December 31, 2020, 2019 and 2018 respectively.</span></div><div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Employee Benefit Plans</span></div><div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">    The Company has a 401(k) defined contribution plan covering all eligible employees. In 2018, the Company provided for employer matching contributions equal to 50% of employee contributions, up to the lesser of 5% of eligible compensation or $6,000. Matching contributions are deposited into the employee’s 401(k) account and are subject to 5 year graded vesting. Beginning in 2019, the Company’s 401(k) policy was changed to a Safe Harbor Plan, whereby the Company matches 100% of the first 3% of eligible compensation and 50% of the next 2% of eligible compensation. Furthermore, the match is immediately vested. Total Company matching contributions were $3.1 million, $3.2 million, and $1.6 million for the years ended December 31, 2020, 2019 and 2018, respectively.</span></div><div style="margin-bottom:6pt;text-align:justify"><span><br/></span></div><div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Letters of Credit</span></div><div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">    As of December 31, 2020, the Company has a $0.1 million letter of credit outstanding substantially in favor of a certain landlord for office space. In addition, the Company has a letter of credit totaling $0.1 million as a security deposit for the due performance by the Company of the terms and conditions of a supply contract. As a result of our transition to an employee-centric workforce model that does not rely on traditional offices, there were two draws against our letter of credit in the aggregate amount of $1.8 million in connection with exiting leases in Alpharetta Georgia and Israel during the twelve months ended December 31, 2020.</span></div><div style="margin-bottom:6pt;text-align:justify"><span><br/></span></div><div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Indemnifications</span></div><div style="margin-bottom:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company enters into service and license agreements in its ordinary course of business. Pursuant to some of these agreements, the Company agrees to indemnify certain customers from and against certain types of claims and losses suffered or incurred by them as a result of using the Company’s products.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company also has agreements whereby its executive officers and directors are indemnified for certain events or occurrences while the officer or director is, or was serving, at the Company’s request in such capacity. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company has a directors and officers insurance policy that reduces its exposure and enables the Company to recover a portion of any future amounts paid. As a result of its insurance policy coverage, the Company believes the estimated fair value of these indemnification agreements is minimal. The Company has no liabilities recorded for these agreements as of December 31, 2020 and 2019. </span></div><div style="margin-bottom:9pt;text-align:justify"><span><br/></span></div><div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Non-Income Related Taxes</span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company is in the process of finalizing its sales tax liability analysis for states in which it has economic nexus. During the first quarter of 2020, the Company determined it was probable the Company would be subject to sales tax liabilities plus applicable interest in these states and has estimated the potential exposure to range between $2.5 million to $6.3 million. The Company determined that its best estimate of what would be reasonably expected for the Company to settle the potential exposure was $2.5 million and accordingly, the Company accrued this amount with a corresponding charge to earnings as of March 31, 2020. There has not been any significant changes in the Company’s process of finalizing its sales tax liability nor in the overall accrued amount. </span></div><div style="text-align:justify"><span><br/></span></div><div style="text-align:justify"><span><br/></span></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:174%">COVID-19 Pandemic</span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In December 2019, a novel coronavirus disease (“COVID-19”) was first reported. On March 11, 2020, due to worldwide spread of the virus, the World Health Organization characterized COVID-19 as a pandemic. The COVID-19 global pandemic has resulted in a widespread health crisis, and the resulting impact on governments, businesses and individuals and actions taken by them in response to the situation have resulted in widespread economic disruptions, significantly affecting broader economies, financial markets, and overall demand for the Company’s products. The COVID-19 outbreak also has caused increased uncertainty in estimates and assumptions affecting the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities in the Company’s Condensed Consolidated Financial Statements as the extent and period of recovery from the COVID-19 outbreak and related economic disruption is difficult to forecast. </span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The extent to which COVID-19 impacts the Company’s business and financial results will depend on numerous evolving factors including, but not limited to, the magnitude and duration of COVID-19, the extent to which it will impact worldwide macroeconomic conditions, the speed of the anticipated recovery, and governmental and business reactions to the pandemic. The Company assessed certain accounting matters that generally require consideration of forecasted financial information in context with the information reasonably available to the Company and the unknown future impacts of COVID-19. The accounting matters assessed included, but were not limited to, the Company’s allowance for credit losses and the carrying value of the goodwill and other long-lived assets. While there was not any significant impact to the operations of the Company, during the twelve months ended December 31, 2020, the Company moved to an employee-centric model under which employees will work remotely rather than in traditional offices due to concerns about COVID-19. As a result of this decision, the Company recognized accelerated amortization to fully reduce the carrying value of the associated right of use assets (“ROU assets”) for 14 leases within its global lease portfolio, which is a material impact to the Company’s consolidated financial statements as of and for the twelve months ended December 31, 2020. Refer to earlier paragraphs of this Note 10 for a detailed discussion of the impacts of this lease restructuring.</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company’s future assessment of the magnitude and duration of COVID-19, as well as other factors, could result in other material impacts to the Company’s consolidated financial statements in future reporting periods.</span></div> P1Y P12Y P1Y P1Y P5Y P5Y 13500000 14 24300000 5100000 <div style="margin-bottom:8pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Supplemental cash flow information related to leases for the years ended December 31, 2020 and 2019 are as follows (in thousands):</span></div><div style="margin-bottom:8pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:98.245%"><tr><td style="width:1.0%"/><td style="width:57.084%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:19.138%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:1.139%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:19.139%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#cdffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cash paid for amounts included in the measurement of lease liabilities:</span></td><td colspan="3" style="background-color:#cdffcc;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">   Operating cash flows for operating leases</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,901 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,963 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cdffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">   Operating cash flows for finance leases</span></td><td colspan="2" style="background-color:#cdffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">88 </span></td><td style="background-color:#cdffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="2" style="background-color:#cdffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cdffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">   Financing cash flows for finance leases</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,154 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-bottom:8pt;text-align:justify"><span><br/></span></div><div style="margin-bottom:8pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The components of lease costs for the years ended December 31, 2020 and 2019 are as follows (in thousands):</span></div><div style="margin-bottom:8pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:57.525%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:18.783%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:1.408%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:18.784%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#cdffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Finance lease cost</span></td><td colspan="3" style="background-color:#cdffcc;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">   Amortization of right-of-use assets</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">772 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cdffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">   Interest</span></td><td colspan="2" style="background-color:#cdffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">88 </span></td><td style="background-color:#cdffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="2" style="background-color:#cdffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cdffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating lease cost</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12,649 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12,984 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cdffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">   Total lease cost</span></td><td colspan="2" style="background-color:#cdffcc;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13,509 </span></td><td style="background-color:#cdffcc;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="2" style="background-color:#cdffcc;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12,984 </span></td><td style="background-color:#cdffcc;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-bottom:8pt;text-align:justify;text-indent:36pt"><span><br/></span></div><div style="margin-bottom:8pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">    Supplemental balance sheet information related to leases is as follows:</span></div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:53.432%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:1.115%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:20.391%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.969%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:20.393%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">As of December 31, 2020</span></td><td colspan="3" style="border-bottom:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">As of December 31, 2019</span></td></tr><tr><td colspan="3" style="background-color:#cdffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Operating Leases</span></td><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="9" style="background-color:#cdffcc;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">(in thousands, except lease term and discount rate)</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-indent:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Right-of-use asset, net</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">614 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">15,680 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:14pt"><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Current operating lease liability</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,718 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,602 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cdffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Long term operating lease liability</span></td><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="2" style="background-color:#cdffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,180 </span></td><td style="background-color:#cdffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="2" style="background-color:#cdffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12,865 </span></td><td style="background-color:#cdffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-indent:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Total operating lease liability</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12,898 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">19,467 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:14pt"><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Finance Leases</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cdffcc;padding:2px 1pt;text-align:left;text-indent:9pt;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Right-of-use asset, net</span></td><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="2" style="background-color:#cdffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10,045 </span></td><td style="background-color:#cdffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="2" style="background-color:#cdffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cdffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:14pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cdffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Current finance lease liability</span></td><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="2" style="background-color:#cdffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,488 </span></td><td style="background-color:#cdffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="2" style="background-color:#cdffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cdffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Long term finance lease liability</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,176 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cdffcc;padding:2px 1pt;text-align:left;text-indent:9pt;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Total finance lease liability</span></td><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="2" style="background-color:#cdffcc;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,664 </span></td><td style="background-color:#cdffcc;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="2" style="background-color:#cdffcc;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cdffcc;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:14pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cdffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Weighted Average Remaining Lease Term</span></td><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-indent:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Operating leases</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.0 years</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.5 years</span></td></tr><tr><td colspan="3" style="background-color:#cdffcc;padding:2px 1pt;text-align:left;text-indent:9pt;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Finance leases</span></td><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.8 years</span></td><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="2" style="background-color:#cdffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cdffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:14pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cdffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Weighted Average Discount Rate</span></td><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-indent:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Operating leases</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#cdffcc;padding:2px 1pt;text-align:left;text-indent:9pt;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Finance leases</span></td><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="2" style="background-color:#cdffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4 </span></td><td style="background-color:#cdffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="2" style="background-color:#cdffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cdffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table> 4901000 6963000 88000 0 1154000 0 772000 0 88000 0 12649000 12984000 13509000 12984000 614000 15680000 5718000 6602000 7180000 12865000 12898000 19467000 10045000 0 3488000 0 6176000 0 9664000 0 P3Y P3Y6M P2Y9M18D 0.07 0.07 0.04 <div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Future minimum lease payments under non-cancellable operating and finance leases (with an initial or remaining lease terms in excess of one year) are as follows (amounts in thousands):</span></div><div style="margin-bottom:6pt;margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:73.315%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.057%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.598%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Year Ending December 31,</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Operating<br/>Leases</span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Finance Leases</span></td></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2021</span></td><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,377 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,814 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2022</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,804 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,814 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2023</span></td><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,955 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,572 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2024</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,166 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2025</span></td><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">632 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Thereafter</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">263 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total minimum lease payments</span></td><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">14,197 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td style="background-color:#ccffcc;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10,200 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Less: present value adjustment</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,299)</span></td><td style="border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(536)</span></td><td style="border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total lease liability</span></td><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12,898 </span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,664 </span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 6377000 3814000 3804000 3814000 1955000 2572000 1166000 0 632000 0 263000 0 14197000 10200000 1299000 536000 12898000 9664000 13500000 13000000.0 10900000 0.50 0.05 6000 P5Y 1 0.03 0.50 0.02 3100000 3200000 1600000 100000 100000 2 1800000 2500000 6300000 2500000 Stockholders’ Equity<div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Common Stock</span></div><div style="margin-bottom:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In November 2019, the Company filed an amendment to its Certificate of Incorporation to authorize an additional 100,000,000 shares of common stock. As December 31, 2020, there were 200,000,000 shares of common stock authorized, and 70,264,265 and 67,554,435 shares issued and outstanding, respectively. As of December 31, 2019, there were 200,000,000 shares of common stock authorized, and 66,543,073 and 63,833,243 shares issued and outstanding, respectively. The par value for the common stock is $0.001 per share.</span></div><div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Preferred Stock</span></div><div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">    As of December 31, 2020 and 2019, there were 5,000,000 shares of preferred stock authorized, and zero shares issued and outstanding. The par value for the preferred stock is $0.001 per share.</span></div><div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Stock Repurchase Program</span></div><div style="margin-bottom:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">From 2012 through 2018, the Company had a stock repurchase program in place pursuant to which the Company was authorized to repurchase shares of its common stock, in the open market or privately negotiated transactions, at times and prices considered appropriate by the Board of Directors depending upon prevailing market conditions and other corporate considerations. The timing and actual number of shares repurchased depend on a variety of factors including the timing of open trading windows, price, corporate and regulatory requirements and other market conditions. The program was discontinued at the end of 2018. The Company may or may not enter into a new stock repurchase program in the future. </span></div><div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Stock-Based Compensation</span></div><div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">    The Company follows FASB ASC 718-10, “Stock Compensation,” which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. Incremental compensation co</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">sts arising from subsequent modifications of awards after the grant date must be recognized.</span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The per share weighted average fair value of stock options granted during the years ended December 31, 2020, 2019 and 2018 was $13.84, $12.12, and $6.60, respectively. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions for the years ended December 31, 2020, 2019 and 2018:</span></div><div style="margin-bottom:6pt;margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:98.684%"><tr><td style="width:1.0%"/><td style="width:51.640%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.159%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.540%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.159%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.540%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.162%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2019</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2018</span></td></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Dividend yield</span></td><td colspan="3" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">—%</span></td><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">—%</span></td><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">—%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Risk-free interest rate</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.26% – 0.66%</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1.66% – 3.05%</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.5% – 3.1%</span></div></td></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Expected life (in years)</span></td><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.0</span></td><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.0</span></td><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.0</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Historical volatility</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">46.50% – 53.91%</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">43.42% – 44%</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">43.5% – 48.4%</span></div></td></tr></table></div><div style="margin-bottom:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">A description of the methods used in the significant assumptions used to estimate the fair value of stock-based-based compensation awards follows:</span></div><div style="margin-bottom:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Dividend yield –</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> The Company uses 0% as it has never issued dividends and does not anticipate issuing dividends in the near term.</span></div><div style="margin-bottom:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Risk-free interest rate –</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> 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.</span></div><div style="margin-bottom:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Expected life –</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> The Company uses historical data to estimate the expected life of a stock option.</span></div><div style="margin-bottom:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Historical volatility –</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> The Company uses a trailing five year from grant date to determine volatility.</span></div><div style="margin-bottom:6pt;text-align:justify"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Stock Option Plans</span></div><div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">    During 1998, the Company established the Stock Option and Restricted Stock Purchase Plan (the “1998 Plan”). Under the 1998 Plan, the Board of Directors could issue incentive stock options or nonqualified stock options to purchase up to 5,850,000 shares of common stock. The 2000 Stock Incentive Plan (the “2000 Plan”) succeeded the 1998 Plan. Under the 2000 Plan, the options which had been outstanding under the 1998 Plan were incorporated in the 2000 Plan increasing the number of shares available for issuance under the plan by approximately 4,150,000, thereby reserving for issuance 10,000,000 shares of common stock in the aggregate.</span></div><div style="margin-bottom:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company established the 2009 Stock Incentive Plan (the “2009 Plan”) as a successor to the 2000 Plan. Under the 2009 Plan, the options which had been outstanding under the 2000 Plan were incorporated into the 2009 Plan and the Company increased the number of shares available for issuance under the plan by 6,000,000. The Company amended the 2009 Plan (the “Amended 2009 Plan”) effective June 7, 2012. The Amended 2009 Plan increased the number of shares authorized for issuance under the plan by an additional 4,250,000. On June 2, 2017, the Company's Board of Directors amended and restated the Amended 2009 Plan effective April 30, 2017. The amended and restated plan increased the number of shares authorized for issuance under the plan by an additional 4,000,000.</span></div><div style="margin-bottom:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On April 11, 2019, the Company’s Board of Directors adopted, and on June 6, 2019, the Company’s stockholders approved, the 2019 Stock Incentive Plan (‘‘2019 Stock Incentive Plan’’) to replace the Amended 2009 Plan, which was set to expire under its terms on June 9, 2019. Under the 2019 Stock Incentive Plan, the number of shares underlying options and other equity awards which remain outstanding, as well as the number of shares that remained available for grant, under the Amended 2009 Plan and under the Amended 2000 Plan were incorporated, as of June 6, 2019, into the 2019 Stock Incentive Plan. In addition, under the 2019 Stock Incentive Plan, 4,250,000 new shares were authorized for issuance. </span></div><div style="margin-bottom:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On April 29, 2020, the Company's Board of Directors adopted, and on June 11, 2020, the company's stockholders approved, certain amendments to the 2019 Stock Incentive Plan, including an increase in the number of shares authorized for issuance by 3,000,000 new shares. </span></div><div style="margin-bottom:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The number of shares authorized for issuance under the 2019 Stock Incentive Plan, the Amended 2009 Plan, and the 2000 Plan is 35,067,744 shares in the aggregate. Options to acquire common stock granted thereunder have 10-year terms. As of December 31, 2020, approximately 3.3 million shares of common stock remained available for issuance under the 2019 Stock Incentive Plan (taking into account all option exercises and other equity award settlements through December 31, 2020). </span></div><div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Employee Stock Purchase Plan</span></div><div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">    In June 2010, the Company’s stockholders approved the 2010 Employee Stock Purchase Plan with 1,000,000 shares of common stock initially reserved for issuance. Subject to stockholder approval, which was obtained on June 2, 2017, the Company's Board of Directors amended and restated the 2010 Employee Stock Purchase Plan effective April 30, 2017. The amended and restated plan increased the number of shares authorized for issuance under the plan by an additional 1,000,000, thereby reserving for issuance 2,000,000 shares of common stock in the aggregate.</span></div><div style="margin-bottom:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On April 11, 2019, the Company’s Board of Directors adopted, and on June 6, 2019, the Company’s stockholders approved, the 2019 Employee Stock Purchase Plan (the ‘‘2019 Employee Stock Purchase Plan’’) to replace the Amended and Restated 2010 Employee Stock Purchase Plan which was set to expire under its terms in June 2020. There are 1,000,000 shares authorized and reserved for issuance under the 2019 Employee Stock Purchase Plan. As of December 31, 2020, approximately 0.8 million shares of common stock remain available for issuance under the 2019 Employee Stock Purchase Plan (taking into account all share purchases through December 31 2019).</span></div><div style="margin-bottom:6pt;text-align:justify"><span><br/></span></div><div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Inducement Plan</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="margin-bottom:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">During January 2018, the Company established the Inducement Plan (the “2018 Plan”). Under the 2018 Plan, the Board of Directors can issue nonqualified stock options or other equity-based awards in respect of up to 1,500,000 shares of common stock. On April 25, 2018, the Company’s Board of Directors amended and restated the 2018 Plan (the ‘‘Amended 2018 Plan’’). The Amended 2018 Plan increased the number of shares authorized for issuance under the plan by an additional 500,000 shares, and subsequently the Board of Directors approved and ratified, effective as of July 31, 2018, October 29, 2018 and February 13, 2019, increases of the number of shares authorized for issuance under the Amended 2018 Plan by 500,000, 250,000 and 618,048 shares, respectively, constituting 3,368,048 shares of common stock in the aggregate being reserved for issuance pursuant to grants under the Amended 2018 Plan. As of December 31, 2020, approximately 1.2 million shares of common stock remained available for issuance under the Amended 2018 Plan (taking into account all option exercises and other equity award settlements through December 31, 2020). </span></div><div style="margin-bottom:6pt;text-align:justify"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Stock Option Activity    </span></div><div style="text-align:justify"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">    A summary of the Company’s stock option activity and weighted average exercise prices follows:</span></div><div style="margin-bottom:6pt;margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:42.613%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.204%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.128%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.746%"/><td style="width:0.1%"/></tr><tr style="height:14pt"><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Stock Option Activity</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" rowspan="2" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Weighted Average Remaining Contractual Term (in years)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" rowspan="2" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Aggregate Intrinsic Value (in thousands)</span></td></tr><tr style="height:32pt"><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Options (in thousands)</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Weighted<br/>Average<br/>Exercise Price</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cdffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance outstanding at December 31, 2017</span></td><td colspan="2" style="background-color:#cdffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,959 </span></td><td style="background-color:#cdffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td style="background-color:#cdffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cdffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10.71 </span></td><td style="background-color:#cdffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Granted</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,033 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">15.00 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cdffcc;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Exercised</span></td><td colspan="2" style="background-color:#cdffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3,120)</span></td><td style="background-color:#cdffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="2" style="background-color:#cdffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10.70 </span></td><td style="background-color:#cdffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cancelled or expired</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(606)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10.03 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cdffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance outstanding at December 31, 2018</span></td><td colspan="2" style="background-color:#cdffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,266 </span></td><td style="background-color:#cdffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td style="background-color:#cdffcc;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cdffcc;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12.13 </span></td><td style="background-color:#cdffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6.55</span></td><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td style="background-color:#cdffcc;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cdffcc;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">43,348 </span></td><td style="background-color:#cdffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Options vested and expected to vest</span></td><td colspan="2" style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,550 </span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11.89 </span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6.28</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">39,521 </span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cdffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Options exercisable at December 31, 2018</span></td><td colspan="2" style="background-color:#cdffcc;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,278 </span></td><td style="background-color:#cdffcc;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cdffcc;border-top:3pt double #000000;padding:0 1pt"/><td style="background-color:#cdffcc;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cdffcc;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11.12 </span></td><td style="background-color:#cdffcc;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;border-top:3pt double #000000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.64</span></td><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td style="background-color:#cdffcc;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cdffcc;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">25,367 </span></td><td style="background-color:#cdffcc;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:14pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cdffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance outstanding at December 31, 2018</span></td><td colspan="2" style="background-color:#cdffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,266 </span></td><td style="background-color:#cdffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td style="background-color:#cdffcc;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cdffcc;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12.13 </span></td><td style="background-color:#cdffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Granted</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,425 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">29.76 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cdffcc;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Exercised</span></td><td colspan="2" style="background-color:#cdffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,523)</span></td><td style="background-color:#cdffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="2" style="background-color:#cdffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11.12 </span></td><td style="background-color:#cdffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cancelled or expired</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(369)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">14.76 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cdffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance outstanding at December 31, 2019</span></td><td colspan="2" style="background-color:#cdffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,799 </span></td><td style="background-color:#cdffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td style="background-color:#cdffcc;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cdffcc;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">16.57 </span></td><td style="background-color:#cdffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6.79</span></td><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td style="background-color:#cdffcc;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cdffcc;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">119,064 </span></td><td style="background-color:#cdffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Options vested and expected to vest</span></td><td colspan="2" style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,096 </span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">15.29 </span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6.49</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">110,934 </span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cdffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Options exercisable at December 31, 2019</span></td><td colspan="2" style="background-color:#cdffcc;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,901 </span></td><td style="background-color:#cdffcc;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cdffcc;border-top:3pt double #000000;padding:0 1pt"/><td style="background-color:#cdffcc;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cdffcc;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12.03 </span></td><td style="background-color:#cdffcc;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;border-top:3pt double #000000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.95</span></td><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td style="background-color:#cdffcc;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cdffcc;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">72,424 </span></td><td style="background-color:#cdffcc;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:14pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cdffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance outstanding at December 31, 2019</span></td><td colspan="2" style="background-color:#cdffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,799 </span></td><td style="background-color:#cdffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td style="background-color:#cdffcc;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cdffcc;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">16.57 </span></td><td style="background-color:#cdffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Granted</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">737 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">31.21 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cdffcc;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Exercised</span></td><td colspan="2" style="background-color:#cdffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,683)</span></td><td style="background-color:#cdffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="2" style="background-color:#cdffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12.69 </span></td><td style="background-color:#cdffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cancelled or expired</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(521)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">23.27 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cdffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance outstanding at December 31, 2020</span></td><td colspan="2" style="background-color:#cdffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,332 </span></td><td style="background-color:#cdffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td style="background-color:#cdffcc;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cdffcc;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">19.78 </span></td><td style="background-color:#cdffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6.79</span></td><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td style="background-color:#cdffcc;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cdffcc;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">183,825 </span></td><td style="background-color:#cdffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Options vested and expected to vest</span></td><td colspan="2" style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,470 </span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">23.88 </span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8.19</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">56,382 </span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cdffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Options exercisable at December 31, 2020</span></td><td colspan="2" style="background-color:#cdffcc;border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,280 </span></td><td style="background-color:#cdffcc;border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cdffcc;border-bottom:3pt double #000000;border-top:3pt double #000000;padding:0 1pt"/><td style="background-color:#cdffcc;border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cdffcc;border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">14.80 </span></td><td style="background-color:#cdffcc;border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.40</span></td><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td style="background-color:#cdffcc;border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cdffcc;border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">108,128 </span></td><td style="background-color:#cdffcc;border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-bottom:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The total fair value of stock options exercised during the years ended December 31, 2020 and 2019 was approximately $10.0 million and $8.0 million, respectively. As of December 31, 2020, there was approximately $17.9 million of total unrecognized compensation cost related to nonvested share-based compensation arrangements. That cost is expected to be recognized over a weighted average period of approximately 2.5 years.</span></div><div style="margin-bottom:6pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Restricted Stock Unit Activity</span></div><div><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">    A summary of the Company’s restricted stock units (“RSUs”) activity and weighted average exercise prices follows:</span></div><div style="margin-bottom:9pt;margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.415%"><tr><td style="width:1.0%"/><td style="width:49.635%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.047%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.535%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.047%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.535%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:16.401%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Restricted Stock Unit Activity</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Number of Shares (in thousands)</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Weighted Average <br/>Grant Date Fair Value (Per Share)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Aggregate Fair Value (in thousands)</span></td></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Balance outstanding at December 31, 2017</span></td><td colspan="2" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">873 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">8.29 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">10,053 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Awarded</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2,568 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">17.02 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Released</span></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(361)</span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">9.49 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Forfeited</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(390)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">9.49 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Non-vested and outstanding at December 31, 2018</span></td><td colspan="2" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2,690 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">15.81 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">50,756 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:15pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Balance outstanding at December 31, 2018</span></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2,690 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">15.81 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">50,756 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Awarded</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">1,979 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">30.99 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Released</span></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(1,197)</span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">14.24 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Forfeited</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(423)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">20.28 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Non-vested and outstanding at December 31, 2019</span></td><td colspan="2" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">3,049 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">24.73 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">112,848 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr style="height:15pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Balance outstanding at December 31, 2019</span></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">3,049 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">24.73 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">112,848 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Awarded</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2,530 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">26.51 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Released</span></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(1,906)</span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">23.40 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Forfeited</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(723)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">25.19 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Non-vested and outstanding at December 31, 2020</span></td><td colspan="2" style="background-color:#ccffcc;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2,950 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">27.00 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">183,781 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Expected to vest</span></td><td colspan="2" style="background-color:#ffffff;border-bottom:3pt double #000;border-top:3pt double #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">1,939 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:3pt double #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:3pt double #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">26.17 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:3pt double #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:3pt double #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">120,674 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">        RSUs granted to employees generally vest over a <span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOmE4MDY5MzFkOTk0MzQzYTZhMDEwYmU5MzcyZmQ4NTRiL3NlYzphODA2OTMxZDk5NDM0M2E2YTAxMGJlOTM3MmZkODU0Yl8xNDIvZnJhZzpmMmI3N2UzOTI3NDQ0MzIxOWJjNTYzNWYxNzkwNzYzMC90ZXh0cmVnaW9uOmYyYjc3ZTM5Mjc0NDQzMjE5YmM1NjM1ZjE3OTA3NjMwXzY1OTcwNjk3ODU1MjE_76758079-ce6d-4b91-a2d5-b38b70244b34">three</span> to four-year period, or upon achievement of certain performance conditions. As of December 31, 2020, total unrecognized compensation cost, adjusted for estimated forfeitures, related to nonvested RSUs was approximately $66.8 million and the weighted-average remaining vesting period was 2.8 years.</span></div><div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">    For the year ended December 31, 2020, the Company accrued approximately $20.4 million and $8.9 million for cash awards related to bonus and for the achievement of long term incentive plan 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 consolidated financial statements. For the year ended December 31, 2019, the Company accrued approximately $19.0 million in cash awards to be settled in shares of the Company's stock and recorded a corresponding expense, which is included as a component of stock-based compensation expense in the accompanying consolidated financial statements.</span></div><div style="margin-bottom:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Stock-based compensation expense recognized in the Company’s consolidated statements of operations and cash flows was $65.9 million and $44.1 million for the years ended December 31, 2020 and 2019, respectively.</span></div> 100000000 200000000 70264265 67554435 200000000 66543073 63833243 0.001 0.001 5000000 5000000 0 0 0 0 0.001 0.001 13.84 12.12 6.60 The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions for the years ended December 31, 2020, 2019 and 2018:<table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:98.684%"><tr><td style="width:1.0%"/><td style="width:51.640%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.159%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.540%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.159%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.540%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.162%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2019</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2018</span></td></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Dividend yield</span></td><td colspan="3" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">—%</span></td><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">—%</span></td><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">—%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Risk-free interest rate</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.26% – 0.66%</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1.66% – 3.05%</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.5% – 3.1%</span></div></td></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Expected life (in years)</span></td><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.0</span></td><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.0</span></td><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.0</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Historical volatility</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">46.50% – 53.91%</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">43.42% – 44%</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">43.5% – 48.4%</span></div></td></tr></table> 0 0 0 0.0026 0.0066 0.0166 0.0305 0.025 0.031 P5Y P5Y P5Y 0.4650 0.5391 0.4342 0.44 0.435 0.484 0 P5Y 5850000 4150000 10000000 6000000 4250000 4000000 4250000 3000000 35067744 P10Y 3300000 1000000 1000000 2000000 1000000 800000 1500000 500000 500000 250000 618048 3368048 1200000 A summary of the Company’s stock option activity and weighted average exercise prices follows:<table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:42.613%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.204%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.128%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.746%"/><td style="width:0.1%"/></tr><tr style="height:14pt"><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Stock Option Activity</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" rowspan="2" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Weighted Average Remaining Contractual Term (in years)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" rowspan="2" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Aggregate Intrinsic Value (in thousands)</span></td></tr><tr style="height:32pt"><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Options (in thousands)</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Weighted<br/>Average<br/>Exercise Price</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cdffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance outstanding at December 31, 2017</span></td><td colspan="2" style="background-color:#cdffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,959 </span></td><td style="background-color:#cdffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td style="background-color:#cdffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cdffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10.71 </span></td><td style="background-color:#cdffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Granted</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,033 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">15.00 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cdffcc;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Exercised</span></td><td colspan="2" style="background-color:#cdffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3,120)</span></td><td style="background-color:#cdffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="2" style="background-color:#cdffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10.70 </span></td><td style="background-color:#cdffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cancelled or expired</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(606)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10.03 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cdffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance outstanding at December 31, 2018</span></td><td colspan="2" style="background-color:#cdffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,266 </span></td><td style="background-color:#cdffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td style="background-color:#cdffcc;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cdffcc;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12.13 </span></td><td style="background-color:#cdffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6.55</span></td><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td style="background-color:#cdffcc;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cdffcc;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">43,348 </span></td><td style="background-color:#cdffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Options vested and expected to vest</span></td><td colspan="2" style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,550 </span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11.89 </span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6.28</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">39,521 </span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cdffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Options exercisable at December 31, 2018</span></td><td colspan="2" style="background-color:#cdffcc;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,278 </span></td><td style="background-color:#cdffcc;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cdffcc;border-top:3pt double #000000;padding:0 1pt"/><td style="background-color:#cdffcc;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cdffcc;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11.12 </span></td><td style="background-color:#cdffcc;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;border-top:3pt double #000000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.64</span></td><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td style="background-color:#cdffcc;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cdffcc;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">25,367 </span></td><td style="background-color:#cdffcc;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:14pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cdffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance outstanding at December 31, 2018</span></td><td colspan="2" style="background-color:#cdffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,266 </span></td><td style="background-color:#cdffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td style="background-color:#cdffcc;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cdffcc;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12.13 </span></td><td style="background-color:#cdffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Granted</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,425 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">29.76 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cdffcc;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Exercised</span></td><td colspan="2" style="background-color:#cdffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,523)</span></td><td style="background-color:#cdffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="2" style="background-color:#cdffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11.12 </span></td><td style="background-color:#cdffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cancelled or expired</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(369)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">14.76 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cdffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance outstanding at December 31, 2019</span></td><td colspan="2" style="background-color:#cdffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,799 </span></td><td style="background-color:#cdffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td style="background-color:#cdffcc;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cdffcc;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">16.57 </span></td><td style="background-color:#cdffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6.79</span></td><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td style="background-color:#cdffcc;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cdffcc;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">119,064 </span></td><td style="background-color:#cdffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Options vested and expected to vest</span></td><td colspan="2" style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,096 </span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">15.29 </span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6.49</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">110,934 </span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cdffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Options exercisable at December 31, 2019</span></td><td colspan="2" style="background-color:#cdffcc;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,901 </span></td><td style="background-color:#cdffcc;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cdffcc;border-top:3pt double #000000;padding:0 1pt"/><td style="background-color:#cdffcc;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cdffcc;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12.03 </span></td><td style="background-color:#cdffcc;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;border-top:3pt double #000000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.95</span></td><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td style="background-color:#cdffcc;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cdffcc;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">72,424 </span></td><td style="background-color:#cdffcc;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:14pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cdffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance outstanding at December 31, 2019</span></td><td colspan="2" style="background-color:#cdffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,799 </span></td><td style="background-color:#cdffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td style="background-color:#cdffcc;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cdffcc;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">16.57 </span></td><td style="background-color:#cdffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Granted</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">737 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">31.21 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cdffcc;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Exercised</span></td><td colspan="2" style="background-color:#cdffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,683)</span></td><td style="background-color:#cdffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="2" style="background-color:#cdffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12.69 </span></td><td style="background-color:#cdffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cancelled or expired</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(521)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">23.27 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cdffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance outstanding at December 31, 2020</span></td><td colspan="2" style="background-color:#cdffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,332 </span></td><td style="background-color:#cdffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td style="background-color:#cdffcc;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cdffcc;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">19.78 </span></td><td style="background-color:#cdffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6.79</span></td><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td style="background-color:#cdffcc;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cdffcc;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">183,825 </span></td><td style="background-color:#cdffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Options vested and expected to vest</span></td><td colspan="2" style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,470 </span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">23.88 </span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8.19</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">56,382 </span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cdffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Options exercisable at December 31, 2020</span></td><td colspan="2" style="background-color:#cdffcc;border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,280 </span></td><td style="background-color:#cdffcc;border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cdffcc;border-bottom:3pt double #000000;border-top:3pt double #000000;padding:0 1pt"/><td style="background-color:#cdffcc;border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cdffcc;border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">14.80 </span></td><td style="background-color:#cdffcc;border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.40</span></td><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td style="background-color:#cdffcc;border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cdffcc;border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">108,128 </span></td><td style="background-color:#cdffcc;border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table> 7959000 10.71 2033000 15.00 3120000 10.70 606000 10.03 6266000 12.13 P6Y6M18D 43348000 5550000 11.89 P6Y3M10D 39521000 3278000 11.12 P4Y7M20D 25367000 6266000 12.13 1425000 29.76 1523000 11.12 369000 14.76 5799000 16.57 P6Y9M14D 119064000 5096000 15.29 P6Y5M26D 110934000 2901000 12.03 P4Y11M12D 72424000 5799000 16.57 737000 31.21 1683000 12.69 521000 23.27 4332000 19.78 P6Y9M14D 183825000 1470000 23.88 P8Y2M8D 56382000 2280000 14.80 P5Y4M24D 108128000 10000000.0 8000000.0 17900000 P2Y6M <div style="margin-bottom:6pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Restricted Stock Unit Activity</span></div><div><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">    A summary of the Company’s restricted stock units (“RSUs”) activity and weighted average exercise prices follows:</span></div><div style="margin-bottom:9pt;margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.415%"><tr><td style="width:1.0%"/><td style="width:49.635%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.047%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.535%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.047%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.535%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:16.401%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Restricted Stock Unit Activity</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Number of Shares (in thousands)</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Weighted Average <br/>Grant Date Fair Value (Per Share)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Aggregate Fair Value (in thousands)</span></td></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Balance outstanding at December 31, 2017</span></td><td colspan="2" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">873 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">8.29 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">10,053 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Awarded</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2,568 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">17.02 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Released</span></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(361)</span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">9.49 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Forfeited</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(390)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">9.49 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Non-vested and outstanding at December 31, 2018</span></td><td colspan="2" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2,690 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">15.81 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">50,756 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:15pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Balance outstanding at December 31, 2018</span></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2,690 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">15.81 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">50,756 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Awarded</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">1,979 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">30.99 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Released</span></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(1,197)</span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">14.24 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Forfeited</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(423)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">20.28 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Non-vested and outstanding at December 31, 2019</span></td><td colspan="2" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">3,049 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">24.73 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">112,848 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr style="height:15pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Balance outstanding at December 31, 2019</span></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">3,049 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">24.73 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">112,848 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Awarded</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2,530 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">26.51 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Released</span></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(1,906)</span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">23.40 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Forfeited</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(723)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">25.19 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Non-vested and outstanding at December 31, 2020</span></td><td colspan="2" style="background-color:#ccffcc;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2,950 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">27.00 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">183,781 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Expected to vest</span></td><td colspan="2" style="background-color:#ffffff;border-bottom:3pt double #000;border-top:3pt double #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">1,939 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:3pt double #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:3pt double #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">26.17 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:3pt double #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:3pt double #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">120,674 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 873000 8.29 10053000 2568000 17.02 361000 9.49 390000 9.49 2690000 15.81 50756000 2690000 15.81 50756000 1979000 30.99 1197000 14.24 423000 20.28 3049000 24.73 112848000 3049000 24.73 112848000 2530000 26.51 1906000 23.40 723000 25.19 2950000 27.00 183781000 1939000 26.17 120674000 P4Y 66800000 P2Y9M18D 20400000 8900000 19000000.0 65900000 44100000 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 <div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:115%">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 on a jurisdiction by jurisdiction basis, we believe that the deferred tax assets related to LivePerson Australia, LivePerson UK, Kasamba Israel, LivePerson Japan and LivePerson LTD Israel are more likely than not to be realized as these jurisdictions have positive cumulative pre-tax book income after adjusting for permanent and one-time items. During the year ended December 31, 2020, there was an increase in the valuation recorded of $6.9 million. </span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:115%">The Company had a valuation allowance on certain deferred tax assets for the years ended December 31, 2018, December 31, 2019 and December 31, 2020 of $30.2 million, $48.5 million and $55.4 million, respectively. An increase in the valuation allowance in the amount of $35.1 million was recorded as an expense and a decrease of $28.2 million related to convertible notes was charged to equity during 2020. An increase in the valuation allowance in the amount of $25.0 million was recorded as an expense and a decrease of $6.7 million related to the issuance of convertible notes was charged to equity during 2019.</span></div><div style="text-indent:15.75pt"><span><br/></span></div><div style="margin-bottom:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Under Section 382 of the Internal Revenue Code of 1986, as amended (the ‘‘Code’’), the Company’s use of its federal net operating loss (“NOL”) carryforwards may be limited if the Company experiences an ownership change, as defined in Section 382 of the Code. Such an annual limitation could result in the expiration of the NOL carryforwards before utilization. Corresponding provisions of state law may limit the Company’s ability to utilize NOL carryforwards for state tax purposes. As of December 31, 2020, the Company had approximately $311.7 million of federal NOL carryforwards available to offset future taxable income. Included in this amount is $5.1 million of federal NOL carryovers from the Company’s acquisition of Proficient in 2006. Approximately $41.2 million of these federal NOL carryforwards were generated in taxable years ending on or before December 31, 2017 and will expire in various years through 2037. Federal NOL carryforwards generated in taxable years ending after December 31, 2017, do not expire, but generally may only offset up to 80% of federal taxable income earned in a taxable year.    </span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The domestic and foreign components of income (loss) before provision for income taxes consist of the following (amounts in thousands): </span></div><div style="margin-bottom:6pt;margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.561%"><tr><td style="width:1.0%"/><td style="width:59.986%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.381%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.381%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.384%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2019</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2018</span></td></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">United States</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(113,689)</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(105,961)</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(38,078)</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Israel</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,214 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,791 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,163 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">United Kingdom</span></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">536 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,377 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,690 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Netherlands</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,398 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(465)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,235 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Australia</span></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,663 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">716 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">686 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Germany</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">243 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,854 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,900 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">507 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">462 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">230 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(105,128)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(93,226)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(24,174)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> Includes Japan and France</span></div></td><td colspan="3" style="background-color:#ccffcc;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;border-top:3pt double #000000;padding:0 1pt"/></tr></table></div><div style="margin-bottom:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">No additional provision has been made for U.S. income taxes on the undistributed earnings of its Israeli subsidiary, LivePerson Ltd. (formerly HumanClick Ltd.), as such earnings have been taxed in the U.S. and accumulated earnings of the Company’s other foreign subsidiaries are immaterial through December 31, 2020.</span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The provision for income taxes consists of the following (amounts in thousands):</span></div><div style="margin-bottom:6pt;margin-top:5pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.561%"><tr><td style="width:1.0%"/><td style="width:59.986%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.381%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.381%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.384%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2019</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2018</span></td></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Current income taxes:</span></td><td colspan="3" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">U.S. Federal</span></td><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(581)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(452)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,932)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">State and local</span></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">59 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">89 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">67 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,408 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,415 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,032 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total current income taxes</span></div></td><td colspan="2" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,886 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,052 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,167 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:14pt"><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred income taxes:</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">U.S. Federal</span></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(151)</span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">126 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(295)</span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">State and local</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">459 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">135 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(28)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign</span></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">272 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,468)</span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">14 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total deferred income taxes</span></div></td><td colspan="2" style="border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">580 </span></td><td style="border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,207)</span></td><td style="border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(309)</span></td><td style="border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total provision for income taxes</span></div></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,466 </span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,845 </span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">858 </span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The difference between the total income taxes computed at the federal statutory rate and the provision for income taxes consists of the following:</span></div><div style="margin-bottom:6pt;margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.561%"><tr><td style="width:1.0%"/><td style="width:59.986%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.381%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.381%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.384%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2019</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2018</span></td></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Federal statutory rate</span></td><td colspan="2" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">21.00 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">21.00 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">21.00 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">State taxes, net of federal benefit</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.82 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.95 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.30 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Non-deductible expenses – stock based compensation</span></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1.21)</span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1.82 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.73 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Global Intangible Low Tax Income Inclusion</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2.29)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(7.99)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Non-deductible expenses – Other</span></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.14 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(0.37)</span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(0.28)</span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Non-deductible excess compensation</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(5.52)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1.20)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2.30)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign taxes</span></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3.98)</span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1.86)</span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1.34)</span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Valuation allowance</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(30.87)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(26.42)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(28.91)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Stock based compensation - excess tax benefit</span></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9.93 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6.18 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6.10 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.34 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2.86)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.09 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total provision</span></div></td><td colspan="2" style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2.35)</span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3.05)</span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3.60)</span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr></table></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The effects of temporary differences and federal NOL carryforwards that give rise to significant portions of federal deferred tax assets and deferred tax liabilities at December 31, 2020 and 2019 are presented below (amounts in thousands):</span></div><div style="margin-bottom:6pt;margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.707%"><tr><td style="width:1.0%"/><td style="width:73.240%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.363%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.364%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#cdffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred tax assets:</span></td><td colspan="3" style="background-color:#cdffcc;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net operating loss carryforwards</span></div></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">78,651 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">49,423 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cdffcc;padding:2px 1pt 2px 10pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign Tax Credit</span></td><td colspan="2" style="background-color:#cdffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,222 </span></td><td style="background-color:#cdffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="2" style="background-color:#cdffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cdffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Original Issue Discount</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">16,464 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,201 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Interest</span></div></td><td colspan="2" style="background-color:#cdffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,986 </span></td><td style="background-color:#cdffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="2" style="background-color:#cdffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">875 </span></td><td style="background-color:#cdffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 10pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating lease liability</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,150 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,306 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cdffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Accounts payable and accrued expenses</span></div></td><td colspan="2" style="background-color:#cdffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,289 </span></td><td style="background-color:#cdffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="2" style="background-color:#cdffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,934 </span></td><td style="background-color:#cdffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Non-cash compensation</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,401 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,195 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cdffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Intangibles amortization</span></div></td><td colspan="2" style="background-color:#cdffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,620 </span></td><td style="background-color:#cdffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="2" style="background-color:#cdffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,273 </span></td><td style="background-color:#cdffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Allowance for doubtful accounts</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">954 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">419 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cdffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total deferred tax assets</span></div></td><td colspan="2" style="background-color:#cdffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">122,737 </span></td><td style="background-color:#cdffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="2" style="background-color:#cdffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">72,626 </span></td><td style="background-color:#cdffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">        Less valuation allowance</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(55,357)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(48,451)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cdffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">        Deferred tax assets, net of valuation allowance</span></td><td colspan="2" style="background-color:#cdffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">67,380 </span></td><td style="background-color:#cdffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="2" style="background-color:#cdffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">24,175 </span></td><td style="background-color:#cdffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred tax liabilities:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cdffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Property and equipment</span></div></td><td colspan="2" style="background-color:#cdffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(10,048)</span></td><td style="background-color:#cdffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="2" style="background-color:#cdffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(6,361)</span></td><td style="background-color:#cdffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Goodwill amortization and contingent earn-out adjustments</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(5,294)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3,430)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cdffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Convertible Notes Issuance</span></div></td><td colspan="2" style="background-color:#cdffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(49,118)</span></td><td style="background-color:#cdffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="2" style="background-color:#cdffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(11,055)</span></td><td style="background-color:#cdffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 10pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating lease right of use asset</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2,511)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2,504)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cdffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total deferred tax liabilities</span></div></td><td colspan="2" style="background-color:#cdffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(66,971)</span></td><td style="background-color:#cdffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="2" style="background-color:#cdffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(23,350)</span></td><td style="background-color:#cdffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net deferred tax assets (liabilities)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">409 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">825 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-bottom:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">We have income tax NOL carryforwards related to federal and Australian income tax carryforwards of $311.7 million and $2.0 million respectively. The Australian NOLs can be carried forward indefinitely. $270.4 million of the federal NOLs can be carried forward indefinitely. $6.0 million of the federal NOLs will expire between 2021 and 2026, and $35.2 million will expire between 2036 and 2037. We have $221.9 million of state NOLs, of which $47.3 million can be carried forward indefinitely and $174.6 million expire between 2023 and 2040. </span></div><div style="margin-bottom:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">ASC Topic 740-10 clarifies the accounting for uncertainty in income taxes recognized in the financial statements in accordance with other provisions contained within this guidance. This topic prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return.  For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by the taxing authorities.  The amount recognized is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate audit settlement. The Company had unrecognized tax benefits of $3.6 million as of December 31, 2020 and $2.0 million as of December 31, 2019, respectively. Accrued interest and penalties included in the Company's liability related to unrecognized tax benefits and recorded in accrued expenses and other current liabilities were immaterial at December 31, 2020 and 2019.</span></div><div style="margin-bottom:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands):</span></div><div style="margin-bottom:6pt;margin-top:5pt;text-align:center;text-indent:18pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:96.491%"><tr><td style="width:1.0%"/><td style="width:72.839%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.475%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.557%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.629%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Unrecognized tax benefits balance at January 1</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,053 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,921 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt 2px 16.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Gross decrease for tax positions of prior years</span></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(438)</span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:15.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Gross increase for tax positions of current years</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,984 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">584 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:15.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Decrease due to expiration of statue</span></div></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(452)</span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:15.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Decrease due to settlement</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(984)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Gross unrecognized tax benefits at December 31</span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,615 </span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,053 </span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-bottom:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The tax years subject to examination by major tax jurisdictions include the years 2015 and forward for U.S states and New York City, the years 2016 and forward for U.S. Federal, and the years 2015 and forward for certain foreign jurisdictions. </span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span><br/></span></div><div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Tax Legislation</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">    </span></div>On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security (CARES) Act was signed into law making several changes to the Internal Revenue Code. The changes include, but are not limited to: increasing the limitation on the amount of deductible interest expense, allowing companies to carryback certain net operating losses, and increasing the amount of net operating loss carryforwards that corporations can use to offset taxable income. As a result of the CARES Act, the Company filed refund claims relating to prior years totaling $0.6 million. 6900000 30200000 48500000 55400000 35100000 28200000 25000000.0 6700000 311700000 5100000 41200000 <div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The domestic and foreign components of income (loss) before provision for income taxes consist of the following (amounts in thousands): </span></div><div style="margin-bottom:6pt;margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.561%"><tr><td style="width:1.0%"/><td style="width:59.986%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.381%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.381%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.384%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2019</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2018</span></td></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">United States</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(113,689)</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(105,961)</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(38,078)</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Israel</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,214 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,791 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,163 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">United Kingdom</span></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">536 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,377 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,690 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Netherlands</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,398 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(465)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,235 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Australia</span></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,663 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">716 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">686 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Germany</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">243 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,854 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,900 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">507 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">462 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">230 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(105,128)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(93,226)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(24,174)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> Includes Japan and France</span></div></td><td colspan="3" style="background-color:#ccffcc;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;border-top:3pt double #000000;padding:0 1pt"/></tr></table></div> -113689000 -105961000 -38078000 2214000 2791000 3163000 536000 5377000 3690000 3398000 -465000 3235000 1663000 716000 686000 243000 3854000 2900000 507000 462000 230000 -105128000 -93226000 -24174000 <div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The provision for income taxes consists of the following (amounts in thousands):</span></div><div style="margin-bottom:6pt;margin-top:5pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.561%"><tr><td style="width:1.0%"/><td style="width:59.986%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.381%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.381%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.384%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2019</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2018</span></td></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Current income taxes:</span></td><td colspan="3" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">U.S. Federal</span></td><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(581)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(452)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,932)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">State and local</span></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">59 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">89 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">67 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,408 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,415 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,032 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total current income taxes</span></div></td><td colspan="2" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,886 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,052 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,167 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:14pt"><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred income taxes:</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">U.S. Federal</span></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(151)</span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">126 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(295)</span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">State and local</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">459 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">135 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(28)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign</span></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">272 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,468)</span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">14 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total deferred income taxes</span></div></td><td colspan="2" style="border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">580 </span></td><td style="border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,207)</span></td><td style="border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(309)</span></td><td style="border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total provision for income taxes</span></div></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,466 </span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,845 </span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">858 </span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> -581000 -452000 -1932000 59000 89000 67000 2408000 4415000 3032000 1886000 4052000 1167000 -151000 126000 -295000 459000 135000 -28000 272000 -1468000 14000 580000 -1207000 -309000 2466000 2845000 858000 <div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The difference between the total income taxes computed at the federal statutory rate and the provision for income taxes consists of the following:</span></div><div style="margin-bottom:6pt;margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.561%"><tr><td style="width:1.0%"/><td style="width:59.986%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.381%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.381%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.384%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2019</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2018</span></td></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Federal statutory rate</span></td><td colspan="2" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">21.00 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">21.00 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">21.00 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">State taxes, net of federal benefit</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.82 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.95 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.30 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Non-deductible expenses – stock based compensation</span></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1.21)</span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1.82 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.73 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Global Intangible Low Tax Income Inclusion</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2.29)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(7.99)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Non-deductible expenses – Other</span></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.14 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(0.37)</span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(0.28)</span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Non-deductible excess compensation</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(5.52)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1.20)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2.30)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign taxes</span></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3.98)</span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1.86)</span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1.34)</span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Valuation allowance</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(30.87)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(26.42)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(28.91)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Stock based compensation - excess tax benefit</span></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9.93 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6.18 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6.10 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.34 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2.86)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.09 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total provision</span></div></td><td colspan="2" style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2.35)</span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3.05)</span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3.60)</span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr></table></div> 0.2100 0.2100 0.2100 0.0482 0.0295 0.0330 -0.0121 0.0182 0.0473 0 -0.0229 -0.0799 0.0014 -0.0037 -0.0028 -0.0552 -0.0120 -0.0230 -0.0398 -0.0186 -0.0134 -0.3087 -0.2642 -0.2891 0.0993 0.0618 0.0610 0.0334 -0.0286 0.0209 -0.0235 -0.0305 -0.0360 <div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The effects of temporary differences and federal NOL carryforwards that give rise to significant portions of federal deferred tax assets and deferred tax liabilities at December 31, 2020 and 2019 are presented below (amounts in thousands):</span></div><div style="margin-bottom:6pt;margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.707%"><tr><td style="width:1.0%"/><td style="width:73.240%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.363%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.364%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#cdffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred tax assets:</span></td><td colspan="3" style="background-color:#cdffcc;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="3" style="background-color:#cdffcc;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net operating loss carryforwards</span></div></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">78,651 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">49,423 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cdffcc;padding:2px 1pt 2px 10pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign Tax Credit</span></td><td colspan="2" style="background-color:#cdffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,222 </span></td><td style="background-color:#cdffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="2" style="background-color:#cdffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cdffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Original Issue Discount</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">16,464 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,201 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Interest</span></div></td><td colspan="2" style="background-color:#cdffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,986 </span></td><td style="background-color:#cdffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="2" style="background-color:#cdffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">875 </span></td><td style="background-color:#cdffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 10pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating lease liability</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,150 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,306 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cdffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Accounts payable and accrued expenses</span></div></td><td colspan="2" style="background-color:#cdffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,289 </span></td><td style="background-color:#cdffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="2" style="background-color:#cdffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,934 </span></td><td style="background-color:#cdffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Non-cash compensation</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,401 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,195 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cdffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Intangibles amortization</span></div></td><td colspan="2" style="background-color:#cdffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,620 </span></td><td style="background-color:#cdffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="2" style="background-color:#cdffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,273 </span></td><td style="background-color:#cdffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Allowance for doubtful accounts</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">954 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">419 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cdffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total deferred tax assets</span></div></td><td colspan="2" style="background-color:#cdffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">122,737 </span></td><td style="background-color:#cdffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="2" style="background-color:#cdffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">72,626 </span></td><td style="background-color:#cdffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">        Less valuation allowance</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(55,357)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(48,451)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cdffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">        Deferred tax assets, net of valuation allowance</span></td><td colspan="2" style="background-color:#cdffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">67,380 </span></td><td style="background-color:#cdffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="2" style="background-color:#cdffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">24,175 </span></td><td style="background-color:#cdffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred tax liabilities:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cdffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Property and equipment</span></div></td><td colspan="2" style="background-color:#cdffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(10,048)</span></td><td style="background-color:#cdffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="2" style="background-color:#cdffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(6,361)</span></td><td style="background-color:#cdffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Goodwill amortization and contingent earn-out adjustments</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(5,294)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3,430)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cdffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Convertible Notes Issuance</span></div></td><td colspan="2" style="background-color:#cdffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(49,118)</span></td><td style="background-color:#cdffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="2" style="background-color:#cdffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(11,055)</span></td><td style="background-color:#cdffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 10pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating lease right of use asset</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2,511)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2,504)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cdffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total deferred tax liabilities</span></div></td><td colspan="2" style="background-color:#cdffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(66,971)</span></td><td style="background-color:#cdffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cdffcc;padding:0 1pt"/><td colspan="2" style="background-color:#cdffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(23,350)</span></td><td style="background-color:#cdffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net deferred tax assets (liabilities)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">409 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">825 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 78651000 49423000 1222000 0 16464000 5201000 1986000 875000 5150000 3306000 7289000 5934000 7401000 4195000 3620000 3273000 954000 419000 122737000 72626000 55357000 48451000 67380000 24175000 10048000 6361000 5294000 3430000 49118000 11055000 2511000 2504000 66971000 23350000 409000 825000 311700000 2000000.0 270400000 6000000.0 35200000 221900000 47300000 174600000 3600000 2000000.0 <div style="margin-bottom:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands):</span></div><div style="margin-bottom:6pt;margin-top:5pt;text-align:center;text-indent:18pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:96.491%"><tr><td style="width:1.0%"/><td style="width:72.839%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.475%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.557%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.629%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Unrecognized tax benefits balance at January 1</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,053 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,921 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt 2px 16.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Gross decrease for tax positions of prior years</span></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(438)</span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:15.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Gross increase for tax positions of current years</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,984 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">584 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:15.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Decrease due to expiration of statue</span></div></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(452)</span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:15.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Decrease due to settlement</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(984)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Gross unrecognized tax benefits at December 31</span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,615 </span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,053 </span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 2053000 1921000 438000 0 2984000 584000 0 452000 984000 0 3615000 2053000 600000 Legal Matters<div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">    </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company previously 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 Customer, Inc. filed suit against the Company in the Northern District of California alleging patent infringement. On December 7, 2015, [24]7 Customer Inc. 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 for all pre-trial purposes. Rulings by both the Court and the United States Patent Office in the Company’s favor have invalidated the majority of [24]7 patents that were asserted in the patent cases. Trial for the Company’s intellectual property and other claims asserted against [24]7 is set for May 24, 2021. Trial for [24]7’s patent infringement claims has been vacated, to be reset after the trial on the Company's claims. The Company believes the claims filed by [24]7 are entirely without merit and intends to defend them vigorously. </span></div><div style="margin-bottom:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company routinely assesses all of its litigation and threatened litigation as to the probability of ultimately incurring a liability, and records its best estimate of the ultimate loss in situations where the Company assesses the likelihood of loss as probable.</span></div><div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">    From time to time, the Company is involved in or subject to legal, administrative and regulatory proceedings, claims, demands and investigations arising in the ordinary course of business, including direct claims brought by or against the Company with respect to intellectual property, contracts, employment and other matters, as well as claims brought against the Company’s customers for whom the Company has a contractual indemnification obligation. The Company accrues for a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Significant judgment is required in both the determination of probability and the determination as to whether a loss is reasonably estimable. In addition, in the event the Company determines that a loss is not probable, but is reasonably possible, and it becomes possible to develop what the Company believes to be a reasonable range of possible loss, then the Company will include disclosure related to such matter as appropriate and in compliance with ASC 450. The accruals or estimates, if any, resulting from the foregoing analysis, are reviewed at least quarterly and adjusted to reflect the impact of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular matter. To the extent there is a reasonable possibility that the losses could exceed the amounts already accrued, the Company will, as applicable, adjust the accrual in the period the determination is made, disclose an estimate of the additional loss or range of loss, indicate </span></div><div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">that the estimate is immaterial with respect to its financial statements as a whole or, if the amount of such adjustment cannot be reasonably estimated, disclose that an estimate cannot be made.</span></div><div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">    From time to time, third parties assert claims against the Company regarding intellectual property rights, privacy issues and other matters arising in the ordinary course of business. Although the Company cannot be certain of the outcome of any litigation or the disposition of any claims, nor the amount of damages and exposure, if any, that the Company could incur, the Company currently believes that the final disposition of all existing matters will not have a material adverse effect on our business, results of operations, financial condition or cash flows. In addition, in the ordinary course of business, the Company is also subject to periodic threats of lawsuits, investigations and claims. Regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors.</span></div> Restructuring Costs<div style="margin-bottom:6pt;margin-top:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In response to the COVID-19 pandemic, the Company went through a re-evaluation of its real estate needs. In connection with this re-evaluation, and the success the Company has had working remotely, 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 leased by the Company and the removal of the associated ROU 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 workforce model that does not rely on traditional offices.</span></div><div style="margin-bottom:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">    On top of the lease restructuring costs, the Company went through a further restructuring related to costs associated with re-prioritizing and reallocating resources to focus on areas showing high growth potential. </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">    </span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The expenses associated with these restructuring events were approximately $29.4 million, $2.0 million, and $4.5 million during the years ended December 31, 2020, 2019, and 2018, respectively, and is classified in the consolidated statements of operations as restructuring costs. The restructuring liability was approximately $4.7 million and $0.3 million as of December 31, 2020 and 2019, respectively, and is classified as accrued expenses and other current liabilities on the consolidated balance sheets.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">    The following table presents the detail </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">of the liability for the Company’s restructuring charges for the periods presented (amounts in thousands):</span></div><div style="margin-top:11pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.269%"><tr><td style="width:1.0%"/><td style="width:58.988%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:18.487%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.536%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:18.489%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">December 31, 2020</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">December 31, 2019</span></td></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Balance, Beginning of the year</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">314 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">977 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Lease restructuring costs</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">5,034 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Severance and other associated costs</span></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">5,090 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2,043 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Cash payments</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(5,706)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(2,706)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Balance, End of year</span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">4,732 </span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">314 </span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">    The following table presents the detail of expenses for the Company’s restructuring charges for the periods presented (amounts in thousands):</span></div><div style="margin-bottom:6pt;margin-top:11pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"/><td style="width:54.683%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.955%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.955%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.971%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.104%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">December 31, 2020</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">December 31, 2019</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">December 31, 2018</span></td></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Lease restructuring costs:</span></td><td colspan="3" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">ROU assets write down</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">13,938 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Abandonment of property and equipment</span></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">5,147 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Other lease restructuring costs</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">5,245 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Total Lease restructuring costs</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">24,330 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:15pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Severance and other associated costs</span></td><td style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">5,090 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2,043 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">4,468 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Total restructuring costs</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">29,420 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2,043 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">4,468 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 29400000 2000000.0 4500000 4700000 300000 The following table presents the detail of the liability for the Company’s restructuring charges for the periods presented (amounts in thousands):<div style="margin-top:11pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.269%"><tr><td style="width:1.0%"/><td style="width:58.988%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:18.487%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.536%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:18.489%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">December 31, 2020</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">December 31, 2019</span></td></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Balance, Beginning of the year</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">314 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">977 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Lease restructuring costs</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">5,034 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Severance and other associated costs</span></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">5,090 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2,043 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Cash payments</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(5,706)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(2,706)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Balance, End of year</span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">4,732 </span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">314 </span></td><td style="background-color:#ccffcc;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">    The following table presents the detail of expenses for the Company’s restructuring charges for the periods presented (amounts in thousands):</span></div><div style="margin-bottom:6pt;margin-top:11pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"/><td style="width:54.683%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.955%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.955%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.971%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.104%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">December 31, 2020</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">December 31, 2019</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">December 31, 2018</span></td></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Lease restructuring costs:</span></td><td colspan="3" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="3" style="background-color:#ccffcc;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">ROU assets write down</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">13,938 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Abandonment of property and equipment</span></td><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">5,147 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td colspan="2" style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Other lease restructuring costs</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">5,245 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Total Lease restructuring costs</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">24,330 </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ccffcc;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:15pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ccffcc;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Severance and other associated costs</span></td><td style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">5,090 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2,043 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ccffcc;padding:0 1pt"/><td style="background-color:#ccffcc;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ccffcc;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">4,468 </span></td><td style="background-color:#ccffcc;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Total restructuring costs</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">29,420 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2,043 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">4,468 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 314000 977000 5034000 0 5090000 2043000 5706000 2706000 4732000 314000 13938000 0 0 5147000 0 0 5245000 0 0 24330000 0 0 5090000 2043000 4468000 29420000 2043000 4468000 XML 16 R1.htm IDEA: XBRL DOCUMENT v3.20.4
Cover - USD ($)
12 Months Ended
Dec. 31, 2020
Feb. 26, 2021
Jun. 30, 2020
Cover [Abstract]      
Document Type 10-K    
Document Annual Report true    
Document Period End Date Dec. 31, 2020    
Current Fiscal Year End Date --12-31    
Document Transition Report false    
Entity File Number 000-30141    
Entity Registrant Name LIVEPERSON, INC.    
Entity Central Index Key 0001102993    
Document Fiscal Year Focus 2020    
Document Fiscal Period Focus FY    
Amendment Flag false    
Entity Incorporation, State or Country Code DE    
Entity Tax Identification Number 13-3861628    
Entity Address, Address Line One 475 Tenth Avenue, 5th Floor    
Entity Address, City or Town New York    
Entity Address, State or Province NY    
Entity Address, Postal Zip Code 10018    
City Area Code 212    
Local Phone Number 609-4200    
Title of 12(b) Security Common Stock, par value $0.001 per share    
Trading Symbol LPSN    
Security Exchange Name NASDAQ    
Entity Well-known Seasoned Issuer No    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity Filer Category Large Accelerated Filer    
Entity Small Business false    
Entity Emerging Growth Company false    
ICFR Auditor Attestation Flag true    
Entity Shell Company false    
Entity Public Float     $ 2,500,040,734
Entity Common Stock, Shares Outstanding   67,784,058  
Documents Incorporated by Reference Portions of the registrant’s definitive proxy statement for the 2021 Annual Meeting of Stockholders, which we plan to file subsequent to the date hereof, are incorporated by reference into Items 10, 11, 12, 13 and 14 of Part III of this Form 10-K.    
XML 17 R2.htm IDEA: XBRL DOCUMENT v3.20.4
Consolidated Balance Sheets - USD ($)
$ in Thousands
Dec. 31, 2020
Dec. 31, 2019
CURRENT ASSETS:    
Cash and cash equivalents $ 654,152 $ 176,523
Accounts receivable, net of allowance for doubtful accounts of $5,344 and $3,070, in 2020 and 2019, respectively 80,423 87,620
Prepaid expenses and other current assets 14,236 13,964
Total current assets 748,811 278,107
Operating lease right of use asset 614 15,680
Property and equipment, net 106,055 76,236
Contract acquisition costs 41,021 31,965
Intangibles, net 10,927 11,812
Goodwill 95,192 94,987
Deferred tax assets 2,032 2,179
Other assets 1,780 1,744
Total assets 1,006,432 512,710
CURRENT LIABILITIES:    
Accounts payable 14,115 12,302
Accrued expenses and other current liabilities 99,870 62,778
Deferred revenue 88,848 88,751
Operating lease liability 5,718 6,602
Total current liabilities 208,551 170,433
Deferred revenue, net of current portion 409 438
Convertible senior notes, net 538,432 179,012
Other liabilities 6,304 72
Operating lease liability, net of current portion 7,180 12,865
Deferred tax liability 1,622 1,355
Total liabilities 762,498 364,175
Commitments and contingencies
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 and 200,000,000 shares authorized, 70,264,265 and 66,543,073 shares issued, and 67,554,435 and 63,833,243 shares outstanding as of December 31, 2020 and 2019, respectively 70 67
Additional paid-in capital 635,672 436,557
Treasury stock, at cost; 2,709,830 shares (3) (3)
Accumulated deficit (391,885) (283,562)
Accumulated other comprehensive income (loss) 80 (4,524)
Total stockholders’ equity 243,934 148,535
Total liabilities and stockholders’ equity $ 1,006,432 $ 512,710
XML 18 R3.htm IDEA: XBRL DOCUMENT v3.20.4
Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands
Dec. 31, 2020
Dec. 31, 2019
Statement of Financial Position [Abstract]    
Accounts receivable, allowance for doubtful accounts $ 5,344 $ 3,070
Preferred stock, par value (in dollars per share) $ 0.001 $ 0.001
Preferred stock, shares authorized (in shares) 5,000,000 5,000,000
Preferred stock, shares issued (in shares) 0 0
Common stock, par value (in dollars per share) $ 0.001 $ 0.001
Common stock, shares authorized (in shares) 200,000,000 200,000,000
Common stock, shares issued (in shares) 70,264,265 66,543,073
Common stock, shares outstanding (in shares) 67,554,435 63,833,243
Treasury stock, at cost (in shares) 2,709,830 2,709,830
XML 19 R4.htm IDEA: XBRL DOCUMENT v3.20.4
Consolidated Statements of Operations - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Income Statement [Abstract]      
Revenue $ 366,620 $ 291,609 $ 249,838
Costs and expenses:      
Cost of revenue 106,268 78,878 62,479
Sales and marketing 149,773 156,814 103,344
General and administrative 60,557 56,967 45,873
Product development 108,414 82,145 55,707
Restructuring costs 29,420 2,043 4,468
Amortization of purchased intangibles 1,639 1,794 1,670
Total costs and expenses 456,071 378,641 273,541
Loss from operations (89,451) (87,032) (23,703)
Other (expense) income, net      
Interest (expense) income (14,334) (7,407) 22
Other (expense) income, net (1,343) 1,213 (493)
Total Other (expense) income, net (15,677) (6,194) (471)
Loss before provision for income taxes (105,128) (93,226) (24,174)
Provision for income taxes 2,466 2,845 858
Net loss $ (107,594) $ (96,071) $ (25,032)
Net loss per share of common stock:      
Basic (in dollars per share) $ (1.63) $ (1.53) $ (0.42)
Diluted (in dollars per share) $ (1.63) $ (1.53) $ (0.42)
Weighted-average shares used to compute net loss income per share:      
Basic (in shares) 65,888,450 62,593,026 59,203,400
Diluted (in shares) 65,888,450 62,593,026 59,203,400
XML 20 R5.htm IDEA: XBRL DOCUMENT v3.20.4
Consolidated Statements of Operations (Parenthetical) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Stock-based compensation expense $ 65,946 $ 44,105 $ 14,841
Depreciation and amortization 22,826 16,366 14,188
Cost of revenue      
Stock-based compensation expense 6,511 4,218 996
Depreciation and amortization 10,082 8,557 7,831
Amortization of purchased intangibles 1,913 1,138 1,143
Sales and marketing      
Stock-based compensation expense 16,106 10,010 5,374
Depreciation and amortization 2,268 1,642 1,520
General and administrative      
Stock-based compensation expense 15,772 12,216 4,921
Depreciation and amortization 239 908 1,083
Product development      
Stock-based compensation expense 27,557 17,661 3,550
Depreciation and amortization $ 10,237 $ 5,259 $ 3,754
XML 21 R6.htm IDEA: XBRL DOCUMENT v3.20.4
Consolidated Statements of Comprehensive Loss - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Statement of Comprehensive Income [Abstract]      
Net loss $ (107,594) $ (96,071) $ (25,032)
Foreign currency translation adjustment 4,604 (93) (1,896)
Comprehensive loss $ (102,990) $ (96,164) $ (26,928)
XML 22 R7.htm IDEA: XBRL DOCUMENT v3.20.4
Consolidated Statements of Stockholders' Equity - USD ($)
$ in Thousands
Total
Accounting standard adoption adjustment
Common Stock
Treasury Stock
Additional Paid-In Capital
Accumulated Deficit
Accumulated Deficit
Accounting standard adoption adjustment
Accumulated Other Comprehensive Loss
Beginning Balance (in shares) at Dec. 31, 2017     59,663,969 (2,587,535)        
Beginning Balance at Dec. 31, 2017 $ 140,063 $ 676 $ 60 $ (3) $ 305,676 $ (163,135) $ 676 $ (2,535)
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Common stock issued upon exercise of stock options (in shares) 3,120,000   3,120,404          
Common stock issued upon exercise of stock options $ 32,791   $ 3   32,788      
Common stock issued upon vesting of restricted stock units (in shares)     361,539          
Common stock issued upon vesting of restricted stock units 1   $ 1          
Stock-based compensation 14,841       14,841      
Bonus cash payment settled in shares of the Company's common stock 0              
Common stock issued under Employee Stock Purchase Plan (in shares)     150,989          
Common stock issued under Employee Stock Purchase Plan 2,480       2,480      
Common stock repurchase (in shares)       (93,750)        
Common stock repurchase (1,345)       (1,345)      
Issuance of common stock in connection with acquisitions (in shares)     379,328          
Issuance of common stock in connection with acquisitions 8,150       8,150      
Net loss (25,032)         (25,032)    
Other comprehensive income (loss) (1,896)             (1,896)
Ending Balance (in shares) at Dec. 31, 2018     63,676,229 (2,681,285)        
Ending Balance at Dec. 31, 2018 $ 170,729   $ 64 $ (3) 362,590 (187,491)   (4,431)
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Common stock issued upon exercise of stock options (in shares) 1,523,000   1,523,018          
Common stock issued upon exercise of stock options $ 16,918   $ 2   16,916      
Common stock issued upon vesting of restricted stock units (in shares)     1,197,576          
Common stock issued upon vesting of restricted stock units 1,000   $ 1   999      
Stock-based compensation 25,083       25,083      
Bonus cash payment settled in shares of the Company's common stock 0              
Common stock issued under Employee Stock Purchase Plan (in shares)     146,250          
Common stock issued under Employee Stock Purchase Plan 4,142       4,142      
Common stock repurchase (in shares)       (28,545)        
Common stock repurchase (903)       (903)      
Equity component of convertible senior notes 52,900       52,900      
Equity component of convertible senior notes issuance costs (1,986)       (1,986)      
Purchase of capped call option (23,184)       (23,184)      
Net loss (96,071)         (96,071)    
Other comprehensive income (loss) (93)             (93)
Ending Balance (in shares) at Dec. 31, 2019     66,543,073 (2,709,830)        
Ending Balance at Dec. 31, 2019 $ 148,535 $ (729) $ 67 $ (3) 436,557 (283,562) $ (729) (4,524)
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Common stock issued upon exercise of stock options (in shares) 1,683,000   1,683,315          
Common stock issued upon exercise of stock options $ 21,354   $ 1   21,353      
Common stock issued upon vesting of restricted stock units (in shares)     915,827          
Common stock issued upon vesting of restricted stock units $ 1   $ 1          
Common stock as earnout payment in connection with AdvantageTec Inc. (in shares) 11,508   11,508          
Common stock as earnout payment in connection with AdvantageTec Inc. $ 293       293      
Stock-based compensation $ 36,132       36,132      
Bonus cash payment settled in shares of the Company's common stock (in shares) 991,905   991,905          
Bonus cash payment settled in shares of the Company's common stock $ 24,657   $ 1   24,656      
Common stock issued under Employee Stock Purchase Plan (in shares)     118,637          
Common stock issued under Employee Stock Purchase Plan 4,002       4,002      
Equity component of convertible senior notes 162,534       162,534      
Equity component of convertible senior notes issuance costs (3,797)       (3,797)      
Purchase of capped call option (46,058)       (46,058)      
Net loss (107,594)         (107,594)    
Other comprehensive income (loss) 4,604             4,604
Ending Balance (in shares) at Dec. 31, 2020     70,264,265 (2,709,830)        
Ending Balance at Dec. 31, 2020 $ 243,934   $ 70 $ (3) $ 635,672 $ (391,885)   $ 80
XML 23 R8.htm IDEA: XBRL DOCUMENT v3.20.4
Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
OPERATING ACTIVITIES:      
Net loss $ (107,594) $ (96,071) $ (25,032)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:      
Stock-based compensation expense 65,946 44,105 14,841
Depreciation and amortization 22,826 16,366 14,188
Loss on disposal 5,147 0 0
Amortization of tenant allowance 0 (516) (326)
Amortization of purchased intangibles and finance leases 3,552 2,932 2,813
Amortization of debt issuance costs 1,340 956 0
Accretion of debt discount on convertible senior notes 11,564 7,605 0
Change in fair value of contingent consideration (263) (328) 0
Provision for doubtful accounts, net 3,211 2,159 1,788
Deferred income taxes 579 (1,207) (309)
Changes in operating assets and liabilities:      
Accounts receivable 6,371 (43,757) (9,662)
Prepaid expenses and other current assets 23 (4,712) (12,993)
Contract acquisition costs noncurrent (6,463) (13,718) (1,635)
Other assets (37) (30) (107)
Accounts payable (733) 3,808 2,199
Accrued expenses and other current liabilities 22,931 (10,882) (205)
Deferred revenue (3,118) 33,953 19,005
Decrease in net operating lease asset and liability 8,276 388 0
Deferred tax liability 0 0 0
Other liabilities 47 (209) 214
Net cash provided by (used in) operating activities 33,605 (59,158) 4,779
INVESTING ACTIVITIES:      
Purchases of property and equipment, including capitalized software (41,641) (47,582) (21,938)
Payments for acquisitions and intangible assets, net of cash acquired (1,835) (924) (7,286)
Cash held as collateral 0 0 1,451
Net cash used in investing activities (43,476) (48,506) (27,773)
FINANCING ACTIVITIES:      
Principal payments for financing leases (1,154) 0 0
Repurchase of common stock 0 (903) (1,345)
Proceeds from issuance of common stock in connection with the exercise of options and ESPP 25,355 21,060 35,271
Proceeds from issuance of convertible senior notes 517,500 230,000 0
Payment of issuance costs in connection with convertible senior notes (11,800) (8,635) 0
Payment related to contingent consideration 0 (487) 0
Purchase of capped call option (46,058) (23,184) 0
Net cash provided by financing activities 483,843 217,851 33,926
EFFECT OF FOREIGN EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS 3,657 (113) (598)
CHANGE IN CASH AND CASH EQUIVALENTS 477,629 110,074 10,334
CASH AND CASH EQUIVALENTS - Beginning of the year 176,523 66,449 56,115
CASH AND CASH EQUIVALENTS - End of the year 654,152 176,523 66,449
SUPPLEMENTAL DISCLOSURE OF OTHER CASH FLOW INFORMATION:      
Cash paid for income taxes 4,651 3,304 5,144
Cash paid for interest 1,931 848 0
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:      
Purchase of property and equipment recorded in accounts payable 1,638 1,198 190
Leasehold improvements funded by landlord 0 0 1,551
Right of use assets obtained in exchange for operating lease liabilities 0 21,588 0
Right of use assets obtained in exchange for finance lease liabilities 10,818 0 0
Issuance of shares of common stock as earn-out payment in connection with AdvantageTec Inc. $ 293    
Issuance of shares of common stock as earn-out payment in connection with AdvantageTec Inc. (in shares) 11,508    
Issuance of shares of common stock to settle cash awards $ 24,657 0 0
Issuance of shares of common stock to settle cash awards (in shares) 991,905    
Conversable Dec 13 2019      
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:      
Issuance of shares of common stock in connection with acquisition $ 0 $ 1,000 0
Issuance of shares of common stock in connection with acquisition (in shares)   38,462  
BotCentral      
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:      
Issuance of shares of common stock in connection with acquisition 0 $ 0 $ 1,000
Issuance of shares of common stock in connection with acquisition (in shares)     85,861
Conversable Sep 27 2018      
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:      
Issuance of shares of common stock in connection with acquisition 0 0 $ 2,850
Issuance of shares of common stock in connection with acquisition (in shares)     115,385
Conversable Inc      
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:      
Fair value of contingent earn-out in connection with the acquisition recorded in accrued expenses 0 0 $ 1,496
AdvantageTec      
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:      
Issuance of shares of common stock in connection with acquisition 0 0 $ 4,300
Issuance of shares of common stock in connection with acquisition (in shares)     178,082
Fair value of contingent earn-out in connection with the acquisition recorded in accrued expenses 0 0 $ 876
Issuance of shares of common stock as earn-out payment in connection with AdvantageTec Inc. $ 293 $ 0 $ 0
XML 24 R9.htm IDEA: XBRL DOCUMENT v3.20.4
Description of Business and Summary of Significant Accounting Policies
12 Months Ended
Dec. 31, 2020
Accounting Policies [Abstract]  
Description of Business and Summary of Significant Accounting Policies Description of Business and Summary of Significant Accounting Policies
    LivePerson was incorporated in the State of Delaware in November 1995 and the LivePerson service was introduced in November 1998. In April 2000, the company completed an initial public offering and is currently traded on the NASDAQ Global Select Market and the Tel Aviv Stock Exchange. LivePerson is headquartered in New York City. In light of the COVID-19 pandemic and the company’s strong performance working remotely, LivePerson has adopted an “employee-centric” workforce model that does not rely on traditional offices.
    LivePerson, Inc. (“LivePerson”, the “Company”, “we” or “our”) makes life easier for people and brands everywhere through trusted Conversational AI. 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. This trend has been significantly accelerated by the COVID-19 pandemic and can now be viewed as a permanent, structural shift in consumer behavior. Our technology enables consumers to connect with businesses through these same preferred conversational interfaces, including Facebook Messenger, SMS, WhatsApp, Apple Business Chat, Google Rich Business Messenger and Alexa. These messaging conversations harness human agents, bots and Artificial Intelligence (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, our 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, short message service (SMS), social media and third-party consumer messaging platforms. Brands can also use the Conversational Cloud to message consumers when they dial a 1-800 number instead of forcing them to navigate interactive voice response systems (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, cobrowsing 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 we call “the tango” of humans, AI and bots, whereby human agents act as bot managers, overseeing AI-powered conversations and seamlessly stepping into the flow when a personal touch is needed. Agents become ultra-efficient, leveraging the AI engine to serve up relevant content, define next-best actions and take over repetitive transactional work, so that the agent can focus on relationship building. By seamlessly integrating messaging with our proprietary Conversational AI, as well as third-party bots, the Conversational Cloud offers brands a comprehensive approach to scaling automations across their millions of customer conversations.
    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.
Principles of Consolidation
The consolidated financial statements reflect the operations of LivePerson and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) requires the Company’s management to make a number of estimates and assumptions relating to the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the period. Significant items subject to such estimates and assumptions include revenue recognition, stock-based compensation, accounts receivable, the valuation of goodwill and intangible assets, income taxes and legal contingencies. Actual results could differ from those estimates.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable which approximate fair value at December 31, 2020 because of the short-term nature of these instruments. The Company invests its cash and cash equivalents with financial institutions that it believes are of high quality, and the Company performs periodic evaluations of these instruments and the relative credit standings of the institutions with which it invests. At certain times, the Company’s cash balances with any one financial institution may exceed Federal Deposit Insurance Corporation insurance limits. The Company believes it mitigates its risk by depositing its cash balances with high credit, quality financial institutions.
The Company performs ongoing credit evaluations of its customers’ financial condition (except for customers who purchase the LivePerson services by credit card via Internet download) and has established an allowance for doubtful accounts based upon factors surrounding the credit risk of customers, historical trends and other information. Concentration of credit risk is limited due to the Company’s large number of customers. No single customer accounted for or exceeded 10% of revenue in 2020, 2019 and 2018 No single customer accounted for or exceeded 10% of the Company’s total accounts receivable in 2020 and 2018. Two customers exceeded 10% of the Company's total accounts receivable in 2019.
Foreign Currency Translation
    The Company’s operations are conducted in various countries around the world and the financial statements of its foreign subsidiaries are reported in the applicable foreign currencies (functional currencies). Financial information is translated from the applicable functional currency to the U.S. dollar (the reporting currency) for inclusion in the Company’s consolidated financial statements. Income, expenses and cash flows are translated at weighted average exchange rates prevailing during the fiscal period, and assets and liabilities are translated at fiscal period-end exchange rates. Resulting translation adjustments are included as a component of accumulated other comprehensive income (loss) in stockholders’ equity. Foreign exchange transaction gain or losses are included in Other Income (Expense), net in the accompanying consolidated statements of operations.
Cash and Cash Equivalents
The Company considers all highly liquid securities with original maturities of three months or less when acquired to be cash equivalents. Cash equivalents, which primarily consist of money market funds, are recorded at cost, which approximates fair value.
Accounts Receivable
Accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. The Company determines the allowance based on historical write-off experience. The Company reviews its allowance for doubtful accounts monthly. Past due balances over 90 days and over a specified amount are reviewed individually for collectability. All other balances are reviewed on a pooled basis. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance sheet credit exposure related to its customers. The activity in the allowance for doubtful accounts is as follows (amounts in thousands):
Year Ended December 31,
Beginning Balance
Additions
Charged to
Costs and
Expenses
Deductions /
Write-Offs
ASU 2016-13 (Topic 326) AdjustmentEnding Balance
2018$1,318 $1,788 $(830)$— $2,276 
2019$2,276 $2,159 $(1,365)$— $3,070 
2020$3,070 $3,211 $(1,666)$729 $5,344 
Property and Equipment
Property and equipment are stated at cost, net of accumulated depreciation, and amortization. Depreciation and amortization is calculated using the straight-line method over the estimated useful lives of the related assets, generally three to five years for equipment and software. Leasehold improvements are amortized using the straight-line method over the shorter of the lease term or the estimated useful life of the asset. Depreciation expense, which includes amortization of internal use software totaled $22.8 million, $16.4 million, and $14.2 million for the years ended December 31, 2020, 2019 and 2018, respectively.
Internal-Use Software Development Costs
In accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 350-40, ‘‘Internal-Use Software’’, the Company capitalizes its costs to develop its internal use software when preliminary development efforts are successfully completed, management has authorized and committed project funding, and it is probable that the project will be completed and the software will be used as intended. These costs are included in property and equipment in the Company's consolidated balance sheets and are amortized on a straight-line basis over the estimated useful life of the related asset, which approximates five years. Costs incurred prior to meeting these criteria, together with costs incurred for training and maintenance, are expensed as incurred.
    The Company capitalized internal-use software costs of $33.9 million, $29.1 million, and $11.7 million for the years ended December 31, 2020, 2019 and 2018, respectively.
Goodwill and Intangible Assets
Goodwill represents the excess of the aggregate purchase price over the fair value of net identifiable assets acquired in a business combination. Goodwill is not amortized and is tested for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The Company has determined that it operates as two reporting units and has selected September 30 as the date to perform its annual impairment test. In the valuation of goodwill, management must make assumptions regarding estimated future cash flows to be derived from the Company's business. If these estimates or their related assumptions change in the future, the Company may be required to record impairment for these assets.

The Company has the option to first perform a qualitative assessment to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount. However, the Company may elect to bypass the qualitative assessment and proceed directly to the quantitative impairment tests. The impairment test involves comparing the fair value of the reporting unit to its carrying value, including goodwill. A goodwill impairment will be the amount by which a reporting unit’s carrying value exceeds its fair value. The impairment is limited to the carrying amount of goodwill.
No goodwill impairment charges have been recorded for any period presented.
Intangible assets with estimable useful lives are amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment in accordance with ASC 360-10-35, “Accounting for Impairment or Disposal of Long-Lived Assets.”
Acquired intangible assets consist of identifiable intangible assets, primarily developed technology and customer relationships, resulting from our acquisitions. Intangible assets are recorded at fair value on the date of acquisition.
Business Combinations
Business combinations are accounted for using the acquisition method and accordingly, the assets acquired (including identified intangible assets), the liabilities assumed and any noncontrolling interest in the acquired business are recorded at their acquisition date fair values. The Company’s acquisition model typically provides for an initial payment at closing and for
future additional contingent purchase price obligations. Contingent purchase price obligations are recorded as deferred acquisition consideration on the balance sheet at the acquisition date fair value and are remeasured at each reporting period. Changes in such estimated values are recorded in the results of operations. For further information, see Note 8 of the Notes to the Consolidated Financial Statements included herein.
For each acquisition, the Company undertakes a detailed review to identify other intangible assets and a valuation is performed for all such identified assets. The Company uses several market participant measurements to determine estimated value. This approach includes consideration of similar and recent transactions, as well as utilizing discounted expected cash flow methodologies. A substantial portion of the intangible asset value that the Company acquires is the specialized know-how of the workforce, which is treated as part of goodwill and is not required to be valued separately. The majority of the value of the identifiable intangible assets acquired is derived from customer relationships, including the related customer contracts, as well as trade names. In executing the Company’s overall acquisition strategy, one of the primary drivers in identifying and executing a specific transaction is the existence of, or the ability to, expand the existing client relationships. The expected benefits of the Company’s acquisitions are typically shared across multiple agencies and regions.
Impairment of Long-Lived Assets
The carrying amounts of our long-lived assets, including property and equipment, lease right-of-use assets, capitalized internal-use software, costs to obtain customer contracts, and acquired intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable or that the useful lives are shorter than originally estimated. Recoverability of assets to be held and used is measured by comparing the carrying amount of an asset to future undiscounted net cash flows the asset is expected to generate over its remaining life. If the asset is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset. If the useful life is shorter than originally estimated, we amortize the remaining carrying value over the new shorter useful life. There was a loss on disposal of approximately $5.1 million in September 2020. The Company recognized accelerated depreciation of fixed assets that were determined to no longer be of future economic benefit to the Company based on the decision to vacate the leased office space. Please refer to Note 14 for additional information regarding this shift to an employee-centric working model.
Revenue Recognition
The majority of the Company’s revenue is generated from monthly service revenues and related professional services from the sale of the LivePerson services. Revenues are recognized when control of these services is transferred to the Company's customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services.

The Company determines revenue recognition through the following steps:
Identification of the contract, or contracts, with a customer;
Identification of the performance obligations in the contract;
Determination of the transaction price;
Allocation of the transaction price to the performance obligations in the contract; and
Recognition of revenue when, or as, the Company satisfies a performance obligation.
    
    Total revenue of $366.6 million, $291.6 million, and $249.8 million was recognized during the years ended December 31, 2020, December 31, 2019 and December 31, 2018, respectively.
    
    The Company has made the following accounting policy election and elected to use a practical expedient specific to certain revenue streams, as permitted by the FASB, in applying Topic 606.  The Company utilizes the right-to-invoice practical expedient with regard to the recognition of revenue upon the invoicing of certain revenue streams, as revenue for those streams are billed monthly.

    Under Topic 606, the Company defers all incremental commission costs ("contract acquisition costs") to obtain the contract. The contract acquisition costs, which are comprised of prepaid sales commissions, have balances at December 31, 2020 and 2019 of $41.0 million and $32.0 million, respectively. The Company amortizes these costs over the related period of benefit using the customer expected life that the Company determined to be three to five years which is consistent with the
transfer to the customer of the services to which the asset relates. The Company classifies contract acquisition costs as long-term unless they have an original amortization period of one year or less.

Hosted Services- Business Revenue

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

Professional Services Revenues

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

Remaining Performance Obligation

    As of December 31, 2020, the aggregate amount of the total transaction price allocated in contracts with original duration of greater than one year to the remaining performance obligations was $285.7 million. Approximately 90% of the Company’s remaining performance obligations is expected to be recognized during the next 24 months, with the balance recognized thereafter. The aggregate balance of unsatisfied performance obligations represents contracted revenue that has not yet been recognized, and does not include contract amounts that are cancellable by the customer, amounts associated with optional renewal periods, and any amounts related to performance obligations, which are billed and recognized as they are delivered. The Company has elected the optional exemption, which allows for the exclusion of the amounts for remaining performance obligations that are part of contracts with an original expected duration of one year or less. Such remaining performance obligations represent unsatisfied or partially unsatisfied performance obligation pursuant to ASC 606.
Contracts with Multiple Performance Obligations

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

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

    The Company records deferred revenues when cash payments are received or due in advance of its performance. The decrease in the deferred revenue balance for the year ended December 31, 2020 is primarily driven by satisfying our performance obligations and the revenue recognized of approximately $103.2 million that were included in the deferred revenue balance as of December 31, 2019.
    The following table presents deferred revenue by revenue source (amounts in thousands):
December 31,
20202019
Hosted services – Business$86,144 $82,892 
Hosted services – Consumer835 687 
Professional services – Business1,869 5,172 
Total deferred revenue - short term$88,848 $88,751 
Hosted services – Business$— $— 
Professional services – Business409 438 
Total deferred revenue - long term$409 $438 
Disaggregated Revenue

    The following table presents the Company's revenues disaggregated by revenue source (amounts in thousands):
December 31,
202020192018
Revenue:
Hosted services – Business$286,588 $225,705 $197,474 
Hosted services – Consumer29,764 24,480 19,553 
Professional services50,268 41,424 32,811 
Total revenue$366,620 $291,609 $249,838 
Revenue by Geographic Location

    The Company is domiciled in the United States and has international operations in the United Kingdom, Asia-Pacific, Latin America and Western Europe, particularly France and Germany. The following table presents the Company's revenues attributable to domestic and foreign operations for the years ended (amounts in thousands):
December 31,
202020192018
United States $230,557 $170,815 $146,702 
Other Americas (1)
13,420 11,462 7,315 
Total Americas243,977 182,277 154,017 
EMEA (2) (4)
83,326 78,301 71,318 
APAC (3)
39,317 31,031 24,503 
Total revenue$366,620 $291,609 $249,838 
(1) Canada, Latin America and South America
(2) Europe, the Middle East and Africa (“EMEA”)
(3) Asia-Pacific (“APAC”)
(4) Includes revenue from the United Kingdom of $53.4 million, $50.4 million, and $46.5 million for the years ended December 31, 2020, 2019, and 2018, respectively. and from the Netherlands of $3.2 million, $10.0 million, and $8.7 million for the years ended December 31, 2020, 2019, and 2018, respectively.

Information about Contract Balances

Amounts collected in advance of services being provided are accounted for as deferred revenue. Nearly all of the Company's deferred revenue balance is related to Hosted Services- Business Revenue.
In some arrangements, the Company allows customers to pay for access to the Conversational Cloud over the term of the software license. The Company refers to these as subscription transactions. Amounts recognized as revenue in excess of amounts billed are recorded as unbilled receivables. Unbilled receivables, anticipated to be invoiced in the next twelve months, are included in accounts receivable on the consolidated balance sheet. The opening and closing balances of the Company's accounts receivable, unbilled receivables, and deferred revenues are as follows (amounts in thousands):
Accounts Receivable (1)Unbilled Receivable (1)Contract Acquisition Costs (noncurrent)Deferred Revenue (current)Deferred Revenue (long term)
Opening Balance as of December 31, 2019$70,318 $17,302 $31,965 $88,751 $438 
Increase (decrease), net(8,517)1,320 9,056 97 (29)
Ending Balance as of December 31, 2020$61,801 $18,622 $41,021 $88,848 $409 
(1) These accounts include the $0.7 million adjustment in connection with the adoption of ASU 2016-13 (Topic 326).

Advertising
The Company expenses the cost of advertising and promoting its services as incurred in the sales and marketing expense on the consolidated statement of operations. Such costs totaled approximately $29.1 million, $28.6 million, and $17.4 million for the years ended December 31, 2020, 2019 and 2018, respectively.
Stock-Based Compensation
    In accordance with ASC Topic 718 -10, "Stock Compensation", the Company measures stock based awards at fair value and recognizes compensation expense for all share-based payment awards made to its employees and directors, including employee stock options.
The Company estimates the fair value of stock options granted using the Black-Scholes valuation model. This model requires the Company to make estimates and assumptions including, among other things, estimates regarding the length of
time an employee will retain vested stock options before exercising them, the estimated volatility of its common stock price and the number of options that will be forfeited prior to vesting. The fair value is then recognized on a straight line basis over the requisite service period of the award, which is generally three to four years. Changes in these estimates and assumptions can materially affect the determination of the fair value of the stock-based compensation and consequently, the related amount recognized in the consolidated statement of operations.
Deferred Rent
The Company records rent expense on a straight-line basis over the term of the related lease. The difference between the rent expense recognized for financial reporting purposes and the actual payments made in accordance with the lease agreement is recognized as deferred rent liability included in other liabilities on the Company’s consolidated balance sheets.
Income Taxes
Income taxes are accounted for under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in results of operations in the period that the tax change occurs. In evaluating our ability to recover our deferred tax assets in the jurisdiction from which they arise, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax-planning strategies, and results of recent operations. We include interest accrued on the underpayment of income taxes in interest expense and penalties, if any, related to unrecognized tax benefits in general and administrative expenses. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
Comprehensive Loss
In accordance with ASC 220, ‘‘Comprehensive Income’’, the Company reports by major components and as a single total, the change in its net assets during the period from non-owner sources. Comprehensive income (loss) consists of net income (loss), and accumulated other comprehensive income (loss), which includes certain changes in equity that are excluded from net income (loss). The Company’s comprehensive loss for all periods presented is related to the effect of foreign currency translation.

Recently Issued Accounting Standards    
In August 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-06, “Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity”, which simplifies the accounting for convertible instruments by eliminating existing accounting models that require separation of a cash conversion or beneficial conversion feature from the host contract. Accordingly, a convertible debt instrument will be accounted as a single liability measured at its amortized cost and a convertible preferred stock will be accounted as a single equity instrument measured at its historical cost, as long as no other embedded features require bifurcation as derivatives and the convertible debt was not issued at a substantial premium. The ASU also 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. The Company is assessing and evaluating the impact ASU 2020-06 will have on its consolidated financial statements.
    
    In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” The new guidance is intended to simplify the accounting for income taxes by removing certain exceptions and by updating accounting requirements around franchise taxes, goodwill recognized for tax purposes, the allocation of current and deferred tax expense among legal entities, among other minor changes. The ASU is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Early adoption is permitted. The Company is assessing what impact ASU 2019-12 will have on its consolidated financial statements.

Recently Adopted Accounting Pronouncements
In June 2016, the FASB issued Accounting Standards Update ASU 2016-13, “Financial Instruments-Credit Losses (Topic 326)”, in order to improve financial reporting of expected credit losses on financial instruments and other commitments to extend credit. ASU 2016-13 requires that an entity measure and recognize expected credit losses for financial assets held at amortized cost and replaces the incurred loss impairment methodology in prior GAAP with a methodology that requires consideration of a broader range of information to estimate credit losses. Such required disclosures include, but are not limited to, the Company's methodology for estimating its allowance for credit losses. The Company adopted ASU 2016-13 effective January 1, 2020 and applied the guidance using a modified retrospective approach requiring that the Company recognize the cumulative effect of initially applying the impairment standard as an adjustment to opening accumulated deficit for the incremental increase in its allowance for credit losses as of January 1, 2020 over its allowance for bad debts as of December, 31, 2019, which amounted to $0.7 million. The Company will continue to actively monitor the impact of the recent COVID-19 pandemic on expected credit losses. As of December 31, 2020, there has not been an impact to accounts receivable from the recent pandemic.
    
    In January 2017, the FASB issued Accounting Standards Update ASU 2017-04, “Simplifying the Test for Goodwill Impairment”, which eliminates the computation of the implied fair value of goodwill to measure a goodwill impairment charge. Instead, entities will record a goodwill impairment charge based on the excess of a reporting unit’s carrying amount over its fair value. The guidance is effective for interim and annual reporting periods beginning after December 15, 2019, with early adoption permitted. The Company adopted ASU 2017-04 in the first quarter of 2020 which reduced the complexity surrounding the evaluation of goodwill for impairment. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.

    In August 2018, the FASB issued ASU 2018-15, “Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract,” which clarifies the accounting for implementation costs in cloud computing arrangements. The new standard aligns the treatment of implementation costs incurred by customers in cloud computing arrangements that are service contracts with the treatment of similar costs incurred to develop or obtain internal-use software. Under the new standard, implementation costs are deferred and presented in the same financial statement caption on the condensed consolidated balance sheet as a prepayment of related arrangement fees. The deferred costs are recognized over the term of the arrangement in the same financial statement caption in the condensed consolidated income statement as the related fees of the arrangement. The Company adopted ASU 2018-15 in the first quarter of 2020 and the impact of the adoption was not material to the Company's consolidated financial statements.
XML 25 R10.htm IDEA: XBRL DOCUMENT v3.20.4
Net Loss per Share
12 Months Ended
Dec. 31, 2020
Earnings Per Share [Abstract]  
Net Loss per Share Net Loss per Share
The Company calculates earnings per share (“EPS”) in accordance with the provisions of ASC 260-10 and the guidance of SEC Staff Accounting Bulletin (“SAB”) No. 98. Under ASC 260-10, basic EPS excludes dilution for common stock equivalents and is computed by dividing net income or loss attributable to common shareholders by the weighted average number of common shares 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 treasury stock method and reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock and resulted in the issuance of common stock.
Diluted net loss per common share for the year ended December 31, 2020 does not include the effect of options to purchase 7,283,938 shares of common stock as the effect of their inclusion is anti-dilutive. Diluted net loss per common share for the year ended December 31, 2019 does not include the effect of options to purchase 8,848,907 shares of common stock as the effect of their inclusion is anti-dilutive. Diluted net loss per common share for the year ended December 31, 2018 does not include the effect of options to purchase 8,957,672 shares of common stock as the effect of their inclusion is anti-dilutive.
A reconciliation of shares used in calculating basic and diluted earnings per share follows:
Year Ended December 31,
202020192018
Basic65,888,450 62,593,026 59,203,400 
Effect of assumed exercised options— — — 
Diluted65,888,450 62,593,026 59,203,400 
XML 26 R11.htm IDEA: XBRL DOCUMENT v3.20.4
Segment Information
12 Months Ended
Dec. 31, 2020
Segment Reporting [Abstract]  
Segment Information Segment Information    The Company accounts for its segment information in accordance with the provisions of ASC 280-10, “Segment Reporting.” ASC 280-10 establishes annual and interim reporting standards for operating segments of a company. ASC 280-10 requires disclosures of selected segment-related financial information about products, major customers, and geographic areas based on the Company’s internal accounting methods. The Company is organized into two operating segments for purposes of making operating decisions and assessing performance. The Business segment enables brands to leverage the Conversational Cloud 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 independent service providers (“Experts”) and individual consumers (“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, who is the chief executive officer, evaluates performance, makes operating decisions, and allocates resources based on the operating income of each segment. The reporting segments follow the same accounting polices used in the preparation of the Company’s consolidated financial statements which are described in the summary of significant accounting policies. The Company allocates cost of revenue, sales and marketing and amortization of purchased intangibles to the segments, but it does not allocate product development expenses, general and administrative expenses, restructuring costs and income tax expense because management does not use this information to measure performance of the operating segments. There are currently no inter-segment sales.
Summarized financial information by segment for the year ended December 31, 2020, based on the Company’s internal financial reporting system utilized by the Company’s chief operating decision maker, follows (amounts in thousands):
BusinessConsumerCorporateConsolidated
Revenue:
Hosted services – Business
$286,588 $— $— $286,588 
Hosted services – Consumer
— 29,764 — 29,764 
Professional services – Business
50,268 — — 50,268 
Total revenue
336,856 29,764 — 366,620 
Cost of revenue99,394 6,874 — 106,268 
Sales and marketing128,752 21,021 — 149,773 
Amortization of purchased intangibles1,639 — — 1,639 
Unallocated corporate expenses— — 198,391 198,391 
Operating income (loss)$107,071 $1,869 $(198,391)$(89,451)
Summarized financial information by segment for the year ended December 31, 2019, based on the Company’s internal financial reporting system utilized by the Company’s chief operating decision maker, follows (amounts in thousands):
BusinessConsumerCorporateConsolidated
Revenue:
Hosted services – Business
$225,705 $— $— $225,705 
Hosted services – Consumer
— 24,480 — 24,480 
Professional services – Business
41,424 — — 41,424 
Total revenue
267,129 24,480 — 291,609 
Cost of revenue74,460 4,418 — 78,878 
Sales and marketing140,880 15,934 — 156,814 
Amortization of purchased intangibles1,794 — — 1,794 
Unallocated corporate expenses— — 141,155 141,155 
Operating income (loss)$49,995 $4,128 $(141,155)$(87,032)
Summarized financial information by segment for the year ended December 31, 2018, based on the Company’s internal financial reporting system utilized by the Company’s chief operating decision maker, follows (amounts in thousands):
BusinessConsumerCorporateConsolidated
Revenue:
Hosted services – Business
$197,474 $— $— $197,474 
Hosted services – Consumer
— 19,553 — 19,553 
Professional services – Business
32,811 — — 32,811 
Total revenue
230,285 19,553 — 249,838 
Cost of revenue58,420 4,059 — 62,479 
Sales and marketing94,339 9,005 — 103,344 
Amortization of purchased intangibles1,670 — — 1,670 
Unallocated corporate expenses— — 106,048 106,048 
Operating income (loss)$75,856 $6,489 $(106,048)$(23,703)
Geographic Information    
    The Company is domiciled in the United States and has international operations in the United Kingdom, Asia-Pacific, Latin America and Western Europe, particularly France and Germany. The following table presents the Company's long-lived assets by geographic region for the periods presented (amounts in thousands):
December 31,
20202019
United States$202,275 $177,776 
Israel16,657 16,680 
Australia13,792 13,765 
Netherlands8,301 7,705 
Other (1)
16,596 18,677 
Total long-lived assets$257,621 $234,603 
(1) United Kingdom, Germany, Japan, France, Italy, Spain, Canada, and Singapore
XML 27 R12.htm IDEA: XBRL DOCUMENT v3.20.4
Property and Equipment
12 Months Ended
Dec. 31, 2020
Property, Plant and Equipment [Abstract]  
Property and Equipment Property and Equipment
The following table presents the detail of property and equipment for the periods presented (amounts in thousands):
December 31,
20202019
Computer equipment and software$107,666 $92,493 
Furniture, equipment and building improvements— 16,487 
Internal-use software development costs86,454 52,544 
Finance lease right-of-use assets10,045 — 
204,165 161,524 
Less: accumulated depreciation and amortization(98,110)(85,288)
Total
$106,055 $76,236 
    In accordance with its policy, the Company reviews the estimated useful lives of its fixed assets on an ongoing basis. As of December 31, 2020 and 2019, there was approximately $30.5 million, and $25.3 million, respectively, of internal-use software development costs related to projects currently still in development, which are, therefore, not yet subject to amortization. Aggregate depreciation and amortization expense for property and equipment was $22.8 million, $16.4 million and $14.2 million for the years ended December 31, 2020, 2019, and 2018, respectively.
XML 28 R13.htm IDEA: XBRL DOCUMENT v3.20.4
Goodwill and Intangible Assets
12 Months Ended
Dec. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible Assets Goodwill and Intangible Assets
Goodwill
    The changes in the carrying amount of goodwill for the year ended December 31, 2020 are as follows (amounts in thousands):
BusinessConsumerTotal
Balance as of December 31, 2019$86,963 $8,024 $94,987 
Adjustments to goodwill:
Foreign exchange adjustments
205 — 205 
Balance as of December 31, 2020$87,168 $8,024 $95,192 
The changes in the carrying amount of goodwill for the year ended December 31, 2019 are as follows (amounts in thousands):
BusinessConsumerTotal
Balance as of December 31, 2018$87,007 $8,024 $95,031 
Adjustments to goodwill:
Acquisitions
— — — 
Foreign exchange adjustments
(44)— (44)
Balance as of December 31, 2019$86,963 $8,024 $94,987 
    The total accumulated goodwill impairment charges are $23.5 million through December 31, 2020. No impairment was recognized for the years ended December 31, 2020, 2019, and 2018.
Intangible Assets
Intangible assets are summarized as follows (see Note 8) (amounts in thousands):
December 31, 2020
Gross
Carrying
Amount
Accumulated
Amortization
Net Carrying AmountWeighted
Average
Amortization
Period
Amortizing intangible assets:
Technology
$30,499 $(26,818)$3,681 5.4 years
Customer relationships
16,981 (13,982)2,999 8.4 years
Patents
5,076 (908)4,168 12.5 years
Other
314 (235)79 2.2 years
Total
$52,870 $(41,943)$10,927 

December 31, 2019
Gross
Carrying
Amount
Accumulated
Amortization
Net Carrying AmountWeighted
Average
Amortization
Period
Amortizing intangible assets:
Technology
$30,413 $(25,187)$5,226 5.3 years
Customer relationships
16,964 (12,958)4,006 8.4 years
Patents
3,267 (714)2,553 12.8 years
Other
262 (235)27 2.7 years
Total
$50,906 $(39,094)$11,812 
Amortization expense is calculated over the estimated useful life of the asset. Aggregate amortization expense for intangible assets was $2.8 million, $2.9 million and $2.8 million for the years ended December 31, 2020, 2019 and 2018, respectively. For the years ended December 31, 2020, 2019 and 2018, a portion of this amortization is included in cost of revenue. Estimated amortization expense for the next five years is as follows (amounts in thousands):
Estimated Amortization Expense
2021$2,611 
20222,240 
2023959 
2024756 
2025334 
Thereafter4,027 
Total$10,927 
XML 29 R14.htm IDEA: XBRL DOCUMENT v3.20.4
Accrued Liabilities and Other Current Liabilities
12 Months Ended
Dec. 31, 2020
Payables and Accruals [Abstract]  
Accrued Liabilities and Other Current Liabilities Accrued Liabilities and Other Current Liabilities
The following table presents the detail of accrued liabilities and other current liabilities for the periods presented (amounts in thousands):
December 31,
20202019
Payroll and other employee related costs$39,820 $27,920 
Professional services, consulting and other vendor fees38,796 20,382 
Unrecognized tax benefits2,039 2,053 
Sales commissions6,988 9,654 
Contingent earn-out (Note 8)— 557 
Restructuring4,732 314 
Non Income Tax2,954 — 
Other4,541 1,898 
Total
$99,870 $62,778 
XML 30 R15.htm IDEA: XBRL DOCUMENT v3.20.4
Convertible Senior Notes and Capped Call Transactions
12 Months Ended
Dec. 31, 2020
Debt Disclosure [Abstract]  
Convertible Senior Notes and Capped Call Transactions Convertible Senior Notes and Capped Call Transactions
March 2019 Convertible Senior Notes
In March 2019, the Company issued $230.0 million aggregate principal amount of 0.750% Convertible Senior Notes due 2024 in a private placement, which amount includes $30.0 million aggregate principal amount of such Notes pursuant to the exercise in full of the over-allotment options of the initial purchasers (collectively, the “2024 Notes”). The 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 debt offering, after deducting debt issuance costs, paid or payable by us, was approximately $221.4 million.
 Each $1,000 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 we undergo a fundamental change (as defined in the indenture governing the 2024 Notes) prior to the maturity date, holders may require us 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.
It is the Company’s current intent to settle the principal amount of its outstanding 2024 Notes in cash and any excess in shares of the Company’s common stock.
During the year ended December 31, 2020, the conditions allowing holders of the 2024 Notes to convert were met, and, thus, holders of the 2024 Notes maintain the option to convert their 2024 Notes. No 2024 Notes were converted during the year ended December 31, 2020. The Company continues to classify the 2024 Notes as a long-term liability in its consolidated balance sheet as at December 31, 2020, based on contractual settlement provisions.
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.
In accounting for the issuance of the 2024 Notes, 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 does 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 is not remeasured as long as it continues 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, is amortized to interest expense at an effective interest rate over the contractual terms of the 2024 Notes.
In accounting for the transaction costs related to the 2024 Notes, 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 are amortized to interest expense using the effective interest method over the contractual terms 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.
In connection with the offering of the 2024 Notes, the Company entered into privately-negotiated capped call option transactions with certain counterparties (the “capped calls”). The 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 capped calls have initial cap prices of $57.16 per share, subject to certain adjustment events. The capped calls cover, subject to anti-dilution adjustments, approximately 5.96 million shares of common stock. The 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 capped calls expire on March 1, 2024, subject to earlier exercise. The 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 capped calls are subject to certain specified additional disruption events that may give rise to a termination of the capped calls, including changes in law, failure to deliver, and hedging disruptions. The 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 capped calls was recorded as a reduction to additional paid-in capital in the accompanying consolidated balance sheet.
The remaining term over which the March 2019 Convertible Senior Notes debt discount and debt issuance costs will be amortized is 3.2 years. The effective interest rate on the debt was 4.66% for the year ended December 31 2020.

December 2020 Convertible Senior Notes

In December 2020, the Company issued $517.5 million aggregate principal amount of 0% Convertible Senior Notes due 2026 in a private placement, which amount includes $67.5 million aggregate principal amount of such Notes pursuant to the exercise in full of the over-allotment options of the initial purchasers (collectively, the “2026 Notes”, and, together with the 2024 Notes, the "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 debt offering, after deducting debt issuance costs, paid or payable by us, was approximately $505.3 million.

Each $1,000 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 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 we undergo a fundamental change (as defined in the indenture governing the 2026 Notes) prior to the maturity date, holders may require us to repurchase for cash all or any portion of their 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 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; or (3) 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.

It is the Company’s current intent to settle the principal amount of its outstanding 2026 Notes in cash and any excess in shares of the Company’s common stock.
As of December 31, 2020, 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.
In accounting for the issuance of the 2026 Notes, 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 does 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 is not remeasured as long as it continues 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, is amortized to interest expense at an effective interest rate over the contractual terms of the 2026 Notes.

In accounting for the transaction costs related to the 2026 Notes, 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 terms 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.

In connection with the offering of the 2026 Notes, the Company entered into privately-negotiated capped call option transactions with certain counterparties (the “capped calls”). The 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 capped calls have initial cap prices of $105.58 per share, subject to certain adjustment events. The capped calls cover, subject to anti-dilution adjustments, approximately 6.88 million shares of common stock. The 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 capped calls expire on December 15, 2026, subject to earlier exercise. The 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 capped calls are subject to certain specified additional disruption events that may give rise to a termination of the capped calls, including changes in law, failure to deliver, and hedging disruptions. The 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 capped calls was recorded as a reduction to additional paid-in capital in the accompanying consolidated balance sheet.

The remaining term over which the December 2020 Convertible Senior Notes debt discount and debt issuance costs will be amortized is 5.9 years. The effective interest rate on the debt was 6.61% for the year ended December 31 2020.
The net carrying amount of the liability component of the Notes was as follows (in thousands):
As of December 31, 2020As of December 31, 2019
Principal$747,500 $230,000 
Unamortized discount(196,269)(45,295)
Unamortized issuance costs(12,799)(5,693)
Net carrying amount$538,432 $179,012 
The net carrying amount of the equity component of the Notes was as follows (in thousands):
As of December 31, 2020As of December 31, 2019
Proceeds allocated to the conversion options (debt discount)$215,434 $52,900 
Issuance costs(5,783)(1,986)
Net carrying amount$209,651 $50,914 
The following table sets forth the interest expense recognized related to the Notes (in thousands):
For the Year Ended December 31, 2020For the Year Ended December 31, 2019
Contractual interest expense$1,725 $1,438 
Amortization of issuance costs1,340 956 
Amortization of debt discount11,564 7,605 
Total interest expense$14,629 $9,999 

Interest expense of $14.6 million is reflected as a component of interest (expense) income, net in the accompanying consolidated statement of operations for the year ended December 31, 2020.
XML 31 R16.htm IDEA: XBRL DOCUMENT v3.20.4
Acquisitions
12 Months Ended
Dec. 31, 2020
Business Combinations [Abstract]  
Acquisitions Acquisitions
AdvantageTec Inc.
In October 2018, the Company entered into a stock purchase agreement to acquire the outstanding equity interest of AdvantageTec Inc. (“AdvantageTec”), a leading provider of texting solutions for service departments of automotive dealerships that helps enable the conversational experience across the entire dealership, including both front end/variable operations (new and used vehicle sales) and back end/fixed operations (parts and services). The purchase agreement was for total consideration of approximately $11.2 million, which includes approximately $6.0 million in cash, approximately $4.3 million in shares of common stock, and approximately $0.9 million of potential earn-out consideration in cash and shares of common stock. The earn-out is contingent upon achieving certain targeted financial, strategic and integration objectives and milestones and is included as part of the purchase price. During 2019, the Company recorded a $0.2 million fair value re-measurement adjustment and made payments of $0.5 million in earn-out consideration. The Company settled the remaining contingent earn-out of approximately $0.3 million in stock. As of December 31, 2020, there are no additional contingent earn-out payments.
    The purchase price allocation resulted in approximately $9.1 million of goodwill and approximately $2.2 million of intangible assets. The goodwill will not be deductible for tax purposes. The intangible assets are being amortized over their expected period of benefit. A deferred tax liability for the identified intangibles has been recorded.
    AdvantageTec Inc. enhances the Company’s messaging platform available for the automotive industry and is included in the Company's business segment.

Conversable, Inc.
    In September 2018, the Company acquired the employees and technology assets of Conversable, Inc. a SaaS based Artificial Intelligence powered conversational platform, headquartered in Austin, Texas, for an aggregate estimated purchase price of $5.7 million. The estimated purchase price consisted of $1.3 million in cash, approximately $2.9 million in shares of common stock of the Company, and a potential earn-out consideration of $1.5 million in cash, which is based on achieving certain targeted financial, strategic, and integration objectives and milestones and is included as part of the purchase price. During 2019, the Company recorded a $0.5 million fair value re-measurement adjustment and settled the remaining contingent earn-out in stock.
    The purchase price allocation resulted in approximately $5.5 million of goodwill and approximately $0.5 million of intangible assets. The goodwill will be deductible for tax purposes. The intangible assets are being amortized over their expected period of benefit. The allocation of the purchase price to net book value of acquired assets and liabilities resulted in a net liability $0.3 million, which includes accounts receivable, property and equipment, accrued expenses, and deferred revenue.
    Conversable Inc.’s capabilities will accelerate the ongoing expansion of the Company’s Conversational Space solutions and enhance the Company’s ability to deliver proactive and personalized content and services when and where the customer needs it, helping consumers find immediate service through messaging. Conversable, Inc. will be included in the Company’s business segment. The results of this acquisition were not significant to the results of operations for the year ended December 31, 2018.

BotCentral, Inc.
    In January 2018, the Company acquired the employees and technology assets of BotCentral, Inc., a Silicon Valley based startup, for an approximate purchase price of $1.0 million in common stock of the Company. The Company incurred an additional $0.2 million related to acquisition costs. This transaction was accounted for as an asset purchase. The aggregate amount of approximately $0.2 million is included in intangibles on the Company’s consolidated balance sheet. With the team’s expertise and knowledge of the Conversational Cloud platform, the team is bringing valuable insight for the Company’s customers and partners, and enabling the Company to more rapidly optimize its bot deployment capabilities, and grow the ecosystem. BotCentral, Inc. will be included in the Company’s business segment. The results of this acquisition were not significant to the results of operations for the year ended December 31, 2018.
XML 32 R17.htm IDEA: XBRL DOCUMENT v3.20.4
Fair Value Measurements
12 Months Ended
Dec. 31, 2020
Fair Value Disclosures [Abstract]  
Fair Value Measurements Fair Value Measurements
    The Company measures its cash equivalents at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value:
Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2: Inputs reflect: quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.
Level 3: Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.
Financial Assets and Liabilities
The carrying amount of cash, accounts receivable, and accounts payable approximate their fair value due to their short-term nature. The Company's assets and liabilities that are measured at fair value on a recurring basis, by level, within the fair value hierarchy as of December 31, 2020 and December 31, 2019, are summarized as follows (amounts in thousands).
December 31, 2020December 31, 2019
Level 1Level 2Level 3TotalLevel 1Level 2Level 3Total
Assets:
Cash equivalents:
Money market funds$328,195 $— $— $328,195 $2,899 $— $— $2,899 
Total assets$328,195 $— $— $328,195 $2,899 $— $— $2,899 
Liabilities:
Contingent earn-out$— $— $— $— $— $— $557 $557 
Total liabilities$— $— $— $— $— $— $557 $557 
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. During the third quarter of each year, the Company evaluates goodwill for impairment at the reporting unit level. The Company uses qualitative factors in accordance with ASU No. 2011-08 to determine whether it is ‘‘more likely than not’’ that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform a goodwill impairment test.  This measurement is classified based on level 3 input.
As of December 31, 2020 the fair value of the Notes issued in the two Convertible Senior Note transactions, as further described in Note 7 above, was approximately $557.5 million. Management determines the fair value by utilizing an independent valuation specialist using the antithetic variable technique and is considered a Level 2 fair value measurement.
The Company recorded a contingent earn-out of $2.4 million in December 2018 in connection with the acquisitions of Conversable, Inc. and AdvantageTec Inc. The contingent earn-out is based on achieving certain targeted financial, strategic, and integration objectives. The unobservable inputs considered are probability factors and the time value of money. During the year ended December 31, 2020, the contingent earn-out decreased by $0.6 million due to a decrease in re-measurement to fair value of AdvantageTec Inc, Inc. of approximately $0.3 million and payments of approximately $0.3 million in shares.
The changes in fair value of the Level 3 liabilities are as follows (amounts in thousands):
Contingent Earn-Out
December 31,
20202019
Balance, Beginning of year$557 $2,372 
Conversable, Inc. fair value adjustment (see Note 8)— (496)
AdvantageTec, Inc. fair value adjustment (see Note 8)(263)168 
Payments(294)(1,487)
Balance, End of year$— $557 
XML 33 R18.htm IDEA: XBRL DOCUMENT v3.20.4
Commitments and Contingencies
12 Months Ended
Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies Commitments and Contingencies
Contractual Obligations
    The Company has entered into various non-cancelable operating lease agreements for certain of our offices and vehicles. We have also entered into various non-cancelable finance lease agreements for certain network equipment. The leases have initial lease terms ranging from 1 to 12 years. Payments due under the lease contracts include primarily fixed payments. The lease terms include periods under options to extend or terminate the lease when it is reasonably certain that we will exercise that option. We do not assume renewals in our determination of the lease term unless the renewals are deemed to be reasonably assured. Our lease agreements generally do not contain any material residual value guarantees or material restrictive covenants.
    The Company has evaluated its facility leases and determined which leases met the definition of the new standard in accordance with Topic 842. The Company also performed an evaluation of their other contracts with suppliers in accordance with Topic 842 and have determined that, except for the facilities, car, and network equipment leases described above, none of its supply contracts contain a lease. Further, the Company has made an accounting policy election to keep leases with a term of twelve months or less off the balance sheet. This policy applies to all classes of the underlying assets. The Company will recognize those lease payments and associated interest expense in the consolidated statement of operations evenly over the lease term.
The Company elected the “package of practical expedients,” which permits the Company not to reassess under ASC 842 its prior conclusions about lease identification, lease classification and initial direct costs. The Company also made a policy election not to separate non-lease components from lease components. Furthermore, the Company elected to not capitalize leases with a term of 12 months or less and recognize the lease expense for such leases generally on a straight-line basis over the lease term.
    The determination of the discount rate used to calculate the present value of the right-of-use assets and lease liabilities depends on whether an interest rate is implicit in the lease or not. If a rate is implicit in the lease, that rate is used when calculating the present value of lease payments. If the rate is not readily determinable, which is generally the case for the Company, the Company’s incremental borrowing rate (“IBR”) as of the date of inception of the lease is used (for initial measurement, the IBR was determined as of the adoption date of the standard). The IBR is the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term and amount equal to the lease payments in a similar economic environment. The Company used a ratings benchmark report against its peers in the technology sector.
    The Company has operating and finance leases for its corporate offices and other service agreements. The Company's leases have remaining lease terms of 1 to 5 years, some of which include options to extend. The Company's lease expense for the year ended December 31, 2020 consisted of operating and finance leases was approximately $13.5 million.
Operating leases are included in operating lease right of use (“ROU”) assets and current and noncurrent operating lease liabilities on the Company’s consolidated balance sheets. Finance leases are included in property and equipment, accrued expenses and other liabilities, and other noncurrent liabilities on the Company’s consolidated balance sheets.
On July 13, 2020, the Company announced its decision to transition to an employee-centric model under which employees will work remotely rather than in traditional offices. In connection with this decision, the Company abandoned 14 leases in its global portfolio of office leases during the twelve months ended December 31, 2020. As a result, the Company recognized accelerated amortization to fully reduce the carrying value of the associated ROU assets between the decision date, which was determined to be July 13, 2020 and the cease use date. There were no changes to the accounting for the lease liabilities associated with the leased office spaces. Additionally, the Company recognized accelerated depreciation of fixed assets that were determined to no longer be of future economic benefit to the Company based on the decision to vacate the leased office space. Lease restructuring expenses of $24.3 million are included in restructuring costs in the condensed consolidated statements of operations for the twelve months ended December 31, 2020. The Company also incurred other non-recurring expenses of $5.1 million in restructuring costs in the condensed consolidated statements of operations for the twelve months ended December 31, 2020 associated with the transition to an employee-centric workforce model that does not rely on traditional offices. These expenses include termination penalties, moving expenses, storage expenses and incremental legal and consulting fees. The associated liability is presented on the condensed consolidated balance sheets within accrued expenses and other current liabilities as of December 31, 2020. Subsequent adjustments to these liabilities, including final settlement of the amounts, will be reflected in future period earnings.
Supplemental cash flow information related to leases for the years ended December 31, 2020 and 2019 are as follows (in thousands):
Year Ended December 31,
20202019
Cash paid for amounts included in the measurement of lease liabilities:
   Operating cash flows for operating leases4,901 6,963 
   Operating cash flows for finance leases88 — 
   Financing cash flows for finance leases1,154 — 

The components of lease costs for the years ended December 31, 2020 and 2019 are as follows (in thousands):
Year Ended December 31,
20202019
Finance lease cost
   Amortization of right-of-use assets772 — 
   Interest88 — 
Operating lease cost12,649 12,984 
   Total lease cost13,509 12,984 

    Supplemental balance sheet information related to leases is as follows:
As of December 31, 2020As of December 31, 2019
Operating Leases(in thousands, except lease term and discount rate)
Right-of-use asset, net
614 15,680 
Current operating lease liability5,718 6,602 
Long term operating lease liability7,180 12,865 
Total operating lease liability
12,898 19,467 
Finance Leases
Right-of-use asset, net10,045 — 
Current finance lease liability3,488 — 
Long term finance lease liability6,176 — 
Total finance lease liability9,664 — 
Weighted Average Remaining Lease Term
Operating leases
3.0 years3.5 years
Finance leases2.8 years— 
Weighted Average Discount Rate
Operating leases
%%
Finance leases%— 
    
Future minimum lease payments under non-cancellable operating and finance leases (with an initial or remaining lease terms in excess of one year) are as follows (amounts in thousands):
Year Ending December 31,Operating
Leases
Finance Leases
2021$6,377 3,814 
20223,804 3,814 
20231,955 2,572 
20241,166 — 
2025632 — 
Thereafter263 — 
Total minimum lease payments$14,197 $10,200 
Less: present value adjustment(1,299)(536)
Total lease liability$12,898 $9,664 
The timing and amounts of future minimum lease payments under non-cancellable operating leases in the above table may be subject to change as a result of the restructuring (see Note 14).    

Rental expense for operating leases and other service agreements was approximately $13.5 million, $13.0 million and $10.9 million for the years ended December 31, 2020, 2019 and 2018 respectively.
Employee Benefit Plans
    The Company has a 401(k) defined contribution plan covering all eligible employees. In 2018, the Company provided for employer matching contributions equal to 50% of employee contributions, up to the lesser of 5% of eligible compensation or $6,000. Matching contributions are deposited into the employee’s 401(k) account and are subject to 5 year graded vesting. Beginning in 2019, the Company’s 401(k) policy was changed to a Safe Harbor Plan, whereby the Company matches 100% of the first 3% of eligible compensation and 50% of the next 2% of eligible compensation. Furthermore, the match is immediately vested. Total Company matching contributions were $3.1 million, $3.2 million, and $1.6 million for the years ended December 31, 2020, 2019 and 2018, respectively.

Letters of Credit
    As of December 31, 2020, the Company has a $0.1 million letter of credit outstanding substantially in favor of a certain landlord for office space. In addition, the Company has a letter of credit totaling $0.1 million as a security deposit for the due performance by the Company of the terms and conditions of a supply contract. As a result of our transition to an employee-centric workforce model that does not rely on traditional offices, there were two draws against our letter of credit in the aggregate amount of $1.8 million in connection with exiting leases in Alpharetta Georgia and Israel during the twelve months ended December 31, 2020.

Indemnifications
The Company enters into service and license agreements in its ordinary course of business. Pursuant to some of these agreements, the Company agrees to indemnify certain customers from and against certain types of claims and losses suffered or incurred by them as a result of using the Company’s products.
The Company also has agreements whereby its executive officers and directors are indemnified for certain events or occurrences while the officer or director is, or was serving, at the Company’s request in such capacity. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company has a directors and officers insurance policy that reduces its exposure and enables the Company to recover a portion of any future amounts paid. As a result of its insurance policy coverage, the Company believes the estimated fair value of these indemnification agreements is minimal. The Company has no liabilities recorded for these agreements as of December 31, 2020 and 2019.

Non-Income Related Taxes
The Company is in the process of finalizing its sales tax liability analysis for states in which it has economic nexus. During the first quarter of 2020, the Company determined it was probable the Company would be subject to sales tax liabilities plus applicable interest in these states and has estimated the potential exposure to range between $2.5 million to $6.3 million. The Company determined that its best estimate of what would be reasonably expected for the Company to settle the potential exposure was $2.5 million and accordingly, the Company accrued this amount with a corresponding charge to earnings as of March 31, 2020. There has not been any significant changes in the Company’s process of finalizing its sales tax liability nor in the overall accrued amount.


COVID-19 Pandemic
In December 2019, a novel coronavirus disease (“COVID-19”) was first reported. On March 11, 2020, due to worldwide spread of the virus, the World Health Organization characterized COVID-19 as a pandemic. The COVID-19 global pandemic has resulted in a widespread health crisis, and the resulting impact on governments, businesses and individuals and actions taken by them in response to the situation have resulted in widespread economic disruptions, significantly affecting broader economies, financial markets, and overall demand for the Company’s products. The COVID-19 outbreak also has caused increased uncertainty in estimates and assumptions affecting the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities in the Company’s Condensed Consolidated Financial Statements as the extent and period of recovery from the COVID-19 outbreak and related economic disruption is difficult to forecast.
The extent to which COVID-19 impacts the Company’s business and financial results will depend on numerous evolving factors including, but not limited to, the magnitude and duration of COVID-19, the extent to which it will impact worldwide macroeconomic conditions, the speed of the anticipated recovery, and governmental and business reactions to the pandemic. The Company assessed certain accounting matters that generally require consideration of forecasted financial information in context with the information reasonably available to the Company and the unknown future impacts of COVID-19. The accounting matters assessed included, but were not limited to, the Company’s allowance for credit losses and the carrying value of the goodwill and other long-lived assets. While there was not any significant impact to the operations of the Company, during the twelve months ended December 31, 2020, the Company moved to an employee-centric model under which employees will work remotely rather than in traditional offices due to concerns about COVID-19. As a result of this decision, the Company recognized accelerated amortization to fully reduce the carrying value of the associated right of use assets (“ROU assets”) for 14 leases within its global lease portfolio, which is a material impact to the Company’s consolidated financial statements as of and for the twelve months ended December 31, 2020. Refer to earlier paragraphs of this Note 10 for a detailed discussion of the impacts of this lease restructuring.

The Company’s future assessment of the magnitude and duration of COVID-19, as well as other factors, could result in other material impacts to the Company’s consolidated financial statements in future reporting periods.
XML 34 R19.htm IDEA: XBRL DOCUMENT v3.20.4
Stockholders' Equity
12 Months Ended
Dec. 31, 2020
Equity [Abstract]  
Stockholders' Equity Stockholders’ Equity
Common Stock
In November 2019, the Company filed an amendment to its Certificate of Incorporation to authorize an additional 100,000,000 shares of common stock. As December 31, 2020, there were 200,000,000 shares of common stock authorized, and 70,264,265 and 67,554,435 shares issued and outstanding, respectively. As of December 31, 2019, there were 200,000,000 shares of common stock authorized, and 66,543,073 and 63,833,243 shares issued and outstanding, respectively. The par value for the common stock is $0.001 per share.
Preferred Stock
    As of December 31, 2020 and 2019, there were 5,000,000 shares of preferred stock authorized, and zero shares issued and outstanding. The par value for the preferred stock is $0.001 per share.
Stock Repurchase Program
From 2012 through 2018, the Company had a stock repurchase program in place pursuant to which the Company was authorized to repurchase shares of its common stock, in the open market or privately negotiated transactions, at times and prices considered appropriate by the Board of Directors depending upon prevailing market conditions and other corporate considerations. The timing and actual number of shares repurchased depend on a variety of factors including the timing of open trading windows, price, corporate and regulatory requirements and other market conditions. The program was discontinued at the end of 2018. The Company may or may not enter into a new stock repurchase program in the future.
Stock-Based Compensation
    The Company follows FASB ASC 718-10, “Stock Compensation,” which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized.
The per share weighted average fair value of stock options granted during the years ended December 31, 2020, 2019 and 2018 was $13.84, $12.12, and $6.60, respectively. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions for the years ended December 31, 2020, 2019 and 2018:
December 31,
202020192018
Dividend yield—%—%—%
Risk-free interest rate
0.26% – 0.66%
1.66% – 3.05%
2.5% – 3.1%
Expected life (in years)5.05.05.0
Historical volatility
46.50% – 53.91%
43.42% – 44%
43.5% – 48.4%
A description of the methods used in the significant assumptions used to estimate the fair value of stock-based-based compensation awards follows:
Dividend yield – The Company uses 0% as it has never issued dividends and does not anticipate issuing dividends in the near term.
Risk-free interest rate – The Company uses the market yield on U.S. Treasury securities at five years with constant maturity, representing the current expected life of stock options in years.
Expected life – The Company uses historical data to estimate the expected life of a stock option.
Historical volatility – The Company uses a trailing five year from grant date to determine volatility.
Stock Option Plans
    During 1998, the Company established the Stock Option and Restricted Stock Purchase Plan (the “1998 Plan”). Under the 1998 Plan, the Board of Directors could issue incentive stock options or nonqualified stock options to purchase up to 5,850,000 shares of common stock. The 2000 Stock Incentive Plan (the “2000 Plan”) succeeded the 1998 Plan. Under the 2000 Plan, the options which had been outstanding under the 1998 Plan were incorporated in the 2000 Plan increasing the number of shares available for issuance under the plan by approximately 4,150,000, thereby reserving for issuance 10,000,000 shares of common stock in the aggregate.
The Company established the 2009 Stock Incentive Plan (the “2009 Plan”) as a successor to the 2000 Plan. Under the 2009 Plan, the options which had been outstanding under the 2000 Plan were incorporated into the 2009 Plan and the Company increased the number of shares available for issuance under the plan by 6,000,000. The Company amended the 2009 Plan (the “Amended 2009 Plan”) effective June 7, 2012. The Amended 2009 Plan increased the number of shares authorized for issuance under the plan by an additional 4,250,000. On June 2, 2017, the Company's Board of Directors amended and restated the Amended 2009 Plan effective April 30, 2017. The amended and restated plan increased the number of shares authorized for issuance under the plan by an additional 4,000,000.
On April 11, 2019, the Company’s Board of Directors adopted, and on June 6, 2019, the Company’s stockholders approved, the 2019 Stock Incentive Plan (‘‘2019 Stock Incentive Plan’’) to replace the Amended 2009 Plan, which was set to expire under its terms on June 9, 2019. Under the 2019 Stock Incentive Plan, the number of shares underlying options and other equity awards which remain outstanding, as well as the number of shares that remained available for grant, under the Amended 2009 Plan and under the Amended 2000 Plan were incorporated, as of June 6, 2019, into the 2019 Stock Incentive Plan. In addition, under the 2019 Stock Incentive Plan, 4,250,000 new shares were authorized for issuance.
On April 29, 2020, the Company's Board of Directors adopted, and on June 11, 2020, the company's stockholders approved, certain amendments to the 2019 Stock Incentive Plan, including an increase in the number of shares authorized for issuance by 3,000,000 new shares.
The number of shares authorized for issuance under the 2019 Stock Incentive Plan, the Amended 2009 Plan, and the 2000 Plan is 35,067,744 shares in the aggregate. Options to acquire common stock granted thereunder have 10-year terms. As of December 31, 2020, approximately 3.3 million shares of common stock remained available for issuance under the 2019 Stock Incentive Plan (taking into account all option exercises and other equity award settlements through December 31, 2020).
Employee Stock Purchase Plan
    In June 2010, the Company’s stockholders approved the 2010 Employee Stock Purchase Plan with 1,000,000 shares of common stock initially reserved for issuance. Subject to stockholder approval, which was obtained on June 2, 2017, the Company's Board of Directors amended and restated the 2010 Employee Stock Purchase Plan effective April 30, 2017. The amended and restated plan increased the number of shares authorized for issuance under the plan by an additional 1,000,000, thereby reserving for issuance 2,000,000 shares of common stock in the aggregate.
On April 11, 2019, the Company’s Board of Directors adopted, and on June 6, 2019, the Company’s stockholders approved, the 2019 Employee Stock Purchase Plan (the ‘‘2019 Employee Stock Purchase Plan’’) to replace the Amended and Restated 2010 Employee Stock Purchase Plan which was set to expire under its terms in June 2020. There are 1,000,000 shares authorized and reserved for issuance under the 2019 Employee Stock Purchase Plan. As of December 31, 2020, approximately 0.8 million shares of common stock remain available for issuance under the 2019 Employee Stock Purchase Plan (taking into account all share purchases through December 31 2019).

Inducement Plan
During January 2018, the Company established the Inducement Plan (the “2018 Plan”). Under the 2018 Plan, the Board of Directors can issue nonqualified stock options or other equity-based awards in respect of up to 1,500,000 shares of common stock. On April 25, 2018, the Company’s Board of Directors amended and restated the 2018 Plan (the ‘‘Amended 2018 Plan’’). The Amended 2018 Plan increased the number of shares authorized for issuance under the plan by an additional 500,000 shares, and subsequently the Board of Directors approved and ratified, effective as of July 31, 2018, October 29, 2018 and February 13, 2019, increases of the number of shares authorized for issuance under the Amended 2018 Plan by 500,000, 250,000 and 618,048 shares, respectively, constituting 3,368,048 shares of common stock in the aggregate being reserved for issuance pursuant to grants under the Amended 2018 Plan. As of December 31, 2020, approximately 1.2 million shares of common stock remained available for issuance under the Amended 2018 Plan (taking into account all option exercises and other equity award settlements through December 31, 2020).
Stock Option Activity    
    A summary of the Company’s stock option activity and weighted average exercise prices follows:
Stock Option ActivityWeighted Average Remaining Contractual Term (in years)Aggregate Intrinsic Value (in thousands)
Options (in thousands)Weighted
Average
Exercise Price
Balance outstanding at December 31, 20177,959 $10.71 
Granted2,033 15.00 
Exercised(3,120)10.70 
Cancelled or expired(606)10.03 
Balance outstanding at December 31, 20186,266 $12.13 6.55$43,348 
Options vested and expected to vest5,550 $11.89 6.28$39,521 
Options exercisable at December 31, 20183,278 $11.12 4.64$25,367 
Balance outstanding at December 31, 20186,266 $12.13 
Granted1,425 29.76 
Exercised(1,523)11.12 
Cancelled or expired(369)14.76 
Balance outstanding at December 31, 20195,799 $16.57 6.79$119,064 
Options vested and expected to vest5,096 $15.29 6.49$110,934 
Options exercisable at December 31, 20192,901 $12.03 4.95$72,424 
Balance outstanding at December 31, 20195,799 $16.57 
Granted737 31.21 
Exercised(1,683)12.69 
Cancelled or expired(521)23.27 
Balance outstanding at December 31, 20204,332 $19.78 6.79$183,825 
Options vested and expected to vest1,470 $23.88 8.19$56,382 
Options exercisable at December 31, 20202,280 $14.80 5.40$108,128 
The total fair value of stock options exercised during the years ended December 31, 2020 and 2019 was approximately $10.0 million and $8.0 million, respectively. As of December 31, 2020, there was approximately $17.9 million of total unrecognized compensation cost related to nonvested share-based compensation arrangements. That cost is expected to be recognized over a weighted average period of approximately 2.5 years.
Restricted Stock Unit Activity
    A summary of the Company’s restricted stock units (“RSUs”) activity and weighted average exercise prices follows:
Restricted Stock Unit Activity
Number of Shares (in thousands)Weighted Average
Grant Date Fair Value (Per Share)
Aggregate Fair Value (in thousands)
Balance outstanding at December 31, 2017873 $8.29 $10,053 
Awarded2,568 17.02 — 
Released(361)9.49 — 
Forfeited(390)9.49 — 
Non-vested and outstanding at December 31, 20182,690 $15.81 $50,756 
Balance outstanding at December 31, 20182,690 $15.81 $50,756 
Awarded1,979 30.99 — 
Released(1,197)14.24 — 
Forfeited(423)20.28 — 
Non-vested and outstanding at December 31, 20193,049 $24.73 $112,848 
Balance outstanding at December 31, 20193,049 $24.73 $112,848 
Awarded2,530 26.51 — 
Released(1,906)23.40 — 
Forfeited(723)25.19 — 
Non-vested and outstanding at December 31, 20202,950 $27.00 $183,781 
Expected to vest1,939 $26.17 $120,674 
        RSUs granted to employees generally vest over a three to four-year period, or upon achievement of certain performance conditions. As of December 31, 2020, total unrecognized compensation cost, adjusted for estimated forfeitures, related to nonvested RSUs was approximately $66.8 million and the weighted-average remaining vesting period was 2.8 years.
    For the year ended December 31, 2020, the Company accrued approximately $20.4 million and $8.9 million for cash awards related to bonus and for the achievement of long term incentive plan 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 consolidated financial statements. For the year ended December 31, 2019, the Company accrued approximately $19.0 million in cash awards to be settled in shares of the Company's stock and recorded a corresponding expense, which is included as a component of stock-based compensation expense in the accompanying consolidated financial statements.
Stock-based compensation expense recognized in the Company’s consolidated statements of operations and cash flows was $65.9 million and $44.1 million for the years ended December 31, 2020 and 2019, respectively.
XML 35 R20.htm IDEA: XBRL DOCUMENT v3.20.4
Income Taxes
12 Months Ended
Dec. 31, 2020
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 on a jurisdiction by jurisdiction basis, we believe that the deferred tax assets related to LivePerson Australia, LivePerson UK, Kasamba Israel, LivePerson Japan and LivePerson LTD Israel are more likely than not to be realized as these jurisdictions have positive cumulative pre-tax book income after adjusting for permanent and one-time items. During the year ended December 31, 2020, there was an increase in the valuation recorded of $6.9 million.

The Company had a valuation allowance on certain deferred tax assets for the years ended December 31, 2018, December 31, 2019 and December 31, 2020 of $30.2 million, $48.5 million and $55.4 million, respectively. An increase in the valuation allowance in the amount of $35.1 million was recorded as an expense and a decrease of $28.2 million related to convertible notes was charged to equity during 2020. An increase in the valuation allowance in the amount of $25.0 million was recorded as an expense and a decrease of $6.7 million related to the issuance of convertible notes was charged to equity during 2019.

Under Section 382 of the Internal Revenue Code of 1986, as amended (the ‘‘Code’’), the Company’s use of its federal net operating loss (“NOL”) carryforwards may be limited if the Company experiences an ownership change, as defined in Section 382 of the Code. Such an annual limitation could result in the expiration of the NOL carryforwards before utilization. Corresponding provisions of state law may limit the Company’s ability to utilize NOL carryforwards for state tax purposes. As of December 31, 2020, the Company had approximately $311.7 million of federal NOL carryforwards available to offset future taxable income. Included in this amount is $5.1 million of federal NOL carryovers from the Company’s acquisition of Proficient in 2006. Approximately $41.2 million of these federal NOL carryforwards were generated in taxable years ending on or before December 31, 2017 and will expire in various years through 2037. Federal NOL carryforwards generated in taxable years ending after December 31, 2017, do not expire, but generally may only offset up to 80% of federal taxable income earned in a taxable year.    
The domestic and foreign components of income (loss) before provision for income taxes consist of the following (amounts in thousands): 
Year Ended December 31,
202020192018
United States$(113,689)$(105,961)$(38,078)
Israel2,214 2,791 3,163 
United Kingdom536 5,377 3,690 
Netherlands3,398 (465)3,235 
Australia1,663 716 686 
Germany243 3,854 2,900 
Other (1)
507 462 230 
$(105,128)$(93,226)$(24,174)
(1) Includes Japan and France
No additional provision has been made for U.S. income taxes on the undistributed earnings of its Israeli subsidiary, LivePerson Ltd. (formerly HumanClick Ltd.), as such earnings have been taxed in the U.S. and accumulated earnings of the Company’s other foreign subsidiaries are immaterial through December 31, 2020.
The provision for income taxes consists of the following (amounts in thousands):
Year Ended December 31,
202020192018
Current income taxes:
U.S. Federal$(581)$(452)$(1,932)
State and local59 89 67 
Foreign2,408 4,415 3,032 
Total current income taxes
1,886 4,052 1,167 
Deferred income taxes:
U.S. Federal(151)126 (295)
State and local459 135 (28)
Foreign272 (1,468)14 
Total deferred income taxes
580 (1,207)(309)
Total provision for income taxes
$2,466 $2,845 $858 
The difference between the total income taxes computed at the federal statutory rate and the provision for income taxes consists of the following:
Year Ended December 31,
202020192018
Federal statutory rate21.00 %21.00 %21.00 %
State taxes, net of federal benefit4.82 %2.95 %3.30 %
Non-deductible expenses – stock based compensation(1.21)%1.82 %4.73 %
Global Intangible Low Tax Income Inclusion— %(2.29)%(7.99)%
Non-deductible expenses – Other0.14 %(0.37)%(0.28)%
Non-deductible excess compensation(5.52)%(1.20)%(2.30)%
Foreign taxes(3.98)%(1.86)%(1.34)%
Valuation allowance(30.87)%(26.42)%(28.91)%
Stock based compensation - excess tax benefit9.93 %6.18 %6.10 %
Other3.34 %(2.86)%2.09 %
Total provision
(2.35)%(3.05)%(3.60)%
The effects of temporary differences and federal NOL carryforwards that give rise to significant portions of federal deferred tax assets and deferred tax liabilities at December 31, 2020 and 2019 are presented below (amounts in thousands):
Year Ended December 31,
20202019
Deferred tax assets:
Net operating loss carryforwards
$78,651 $49,423 
Foreign Tax Credit1,222 — 
Original Issue Discount
16,464 5,201 
Interest
1,986 875 
Operating lease liability5,150 3,306 
Accounts payable and accrued expenses
7,289 5,934 
Non-cash compensation
7,401 4,195 
Intangibles amortization
3,620 3,273 
Allowance for doubtful accounts
954 419 
Total deferred tax assets
122,737 72,626 
        Less valuation allowance(55,357)(48,451)
        Deferred tax assets, net of valuation allowance67,380 24,175 
Deferred tax liabilities:
Property and equipment
(10,048)(6,361)
Goodwill amortization and contingent earn-out adjustments
(5,294)(3,430)
Convertible Notes Issuance
(49,118)(11,055)
Operating lease right of use asset(2,511)(2,504)
Total deferred tax liabilities
(66,971)(23,350)
Net deferred tax assets (liabilities)$409 $825 
We have income tax NOL carryforwards related to federal and Australian income tax carryforwards of $311.7 million and $2.0 million respectively. The Australian NOLs can be carried forward indefinitely. $270.4 million of the federal NOLs can be carried forward indefinitely. $6.0 million of the federal NOLs will expire between 2021 and 2026, and $35.2 million will expire between 2036 and 2037. We have $221.9 million of state NOLs, of which $47.3 million can be carried forward indefinitely and $174.6 million expire between 2023 and 2040.
ASC Topic 740-10 clarifies the accounting for uncertainty in income taxes recognized in the financial statements in accordance with other provisions contained within this guidance. This topic prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return.  For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by the taxing authorities.  The amount recognized is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate audit settlement. The Company had unrecognized tax benefits of $3.6 million as of December 31, 2020 and $2.0 million as of December 31, 2019, respectively. Accrued interest and penalties included in the Company's liability related to unrecognized tax benefits and recorded in accrued expenses and other current liabilities were immaterial at December 31, 2020 and 2019.
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands):
Year Ended December 31,
20202019
Unrecognized tax benefits balance at January 1$2,053 $1,921 
Gross decrease for tax positions of prior years(438)— 
Gross increase for tax positions of current years
2,984 584 
Decrease due to expiration of statue
— (452)
Decrease due to settlement
(984)— 
Gross unrecognized tax benefits at December 31$3,615 $2,053 
The tax years subject to examination by major tax jurisdictions include the years 2015 and forward for U.S states and New York City, the years 2016 and forward for U.S. Federal, and the years 2015 and forward for certain foreign jurisdictions.

Tax Legislation    
On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security (CARES) Act was signed into law making several changes to the Internal Revenue Code. The changes include, but are not limited to: increasing the limitation on the amount of deductible interest expense, allowing companies to carryback certain net operating losses, and increasing the amount of net operating loss carryforwards that corporations can use to offset taxable income. As a result of the CARES Act, the Company filed refund claims relating to prior years totaling $0.6 million.
XML 36 R21.htm IDEA: XBRL DOCUMENT v3.20.4
Legal Matters
12 Months Ended
Dec. 31, 2020
Loss Contingency, Information about Litigation Matters [Abstract]  
Legal Matters Legal Matters
    The Company previously 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 Customer, Inc. filed suit against the Company in the Northern District of California alleging patent infringement. On December 7, 2015, [24]7 Customer Inc. 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 for all pre-trial purposes. Rulings by both the Court and the United States Patent Office in the Company’s favor have invalidated the majority of [24]7 patents that were asserted in the patent cases. Trial for the Company’s intellectual property and other claims asserted against [24]7 is set for May 24, 2021. Trial for [24]7’s patent infringement claims has been vacated, to be reset after the trial on the Company's claims. The Company believes the claims filed by [24]7 are entirely without merit and intends to defend them vigorously.
The Company routinely assesses all of its litigation and threatened litigation as to the probability of ultimately incurring a liability, and records its best estimate of the ultimate loss in situations where the Company assesses the likelihood of loss as probable.
    From time to time, the Company is involved in or subject to legal, administrative and regulatory proceedings, claims, demands and investigations arising in the ordinary course of business, including direct claims brought by or against the Company with respect to intellectual property, contracts, employment and other matters, as well as claims brought against the Company’s customers for whom the Company has a contractual indemnification obligation. The Company accrues for a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Significant judgment is required in both the determination of probability and the determination as to whether a loss is reasonably estimable. In addition, in the event the Company determines that a loss is not probable, but is reasonably possible, and it becomes possible to develop what the Company believes to be a reasonable range of possible loss, then the Company will include disclosure related to such matter as appropriate and in compliance with ASC 450. The accruals or estimates, if any, resulting from the foregoing analysis, are reviewed at least quarterly and adjusted to reflect the impact of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular matter. To the extent there is a reasonable possibility that the losses could exceed the amounts already accrued, the Company will, as applicable, adjust the accrual in the period the determination is made, disclose an estimate of the additional loss or range of loss, indicate
that the estimate is immaterial with respect to its financial statements as a whole or, if the amount of such adjustment cannot be reasonably estimated, disclose that an estimate cannot be made.
    From time to time, third parties assert claims against the Company regarding intellectual property rights, privacy issues and other matters arising in the ordinary course of business. Although the Company cannot be certain of the outcome of any litigation or the disposition of any claims, nor the amount of damages and exposure, if any, that the Company could incur, the Company currently believes that the final disposition of all existing matters will not have a material adverse effect on our business, results of operations, financial condition or cash flows. In addition, in the ordinary course of business, the Company is also subject to periodic threats of lawsuits, investigations and claims. Regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors.
XML 37 R22.htm IDEA: XBRL DOCUMENT v3.20.4
Restructuring Costs
12 Months Ended
Dec. 31, 2020
Restructuring and Related Activities [Abstract]  
Restructuring Costs Restructuring Costs
In response to the COVID-19 pandemic, the Company went through a re-evaluation of its real estate needs. In connection with this re-evaluation, and the success the Company has had working remotely, 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 leased by the Company and the removal of the associated ROU 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 workforce model that does not rely on traditional offices.
    On top of the lease restructuring costs, the Company went through a further restructuring related to costs associated with re-prioritizing and reallocating resources to focus on areas showing high growth potential.     
The expenses associated with these restructuring events were approximately $29.4 million, $2.0 million, and $4.5 million during the years ended December 31, 2020, 2019, and 2018, respectively, and is classified in the consolidated statements of operations as restructuring costs. The restructuring liability was approximately $4.7 million and $0.3 million as of December 31, 2020 and 2019, respectively, and is classified as accrued expenses and other current liabilities on the consolidated balance sheets.
    The following table presents the detail of the liability for the Company’s restructuring charges for the periods presented (amounts in thousands):
December 31, 2020December 31, 2019
Balance, Beginning of the year$314 $977 
Lease restructuring costs5,034 — 
Severance and other associated costs5,090 2,043 
Cash payments(5,706)(2,706)
Balance, End of year$4,732 $314 
    The following table presents the detail of expenses for the Company’s restructuring charges for the periods presented (amounts in thousands):
December 31, 2020December 31, 2019December 31, 2018
Lease restructuring costs:
ROU assets write down$13,938 $— $— 
Abandonment of property and equipment5,147 — — 
Other lease restructuring costs5,245 — — 
Total Lease restructuring costs$24,330 $— $— 
Severance and other associated costs$5,090 $2,043 $4,468 
Total restructuring costs$29,420 $2,043 $4,468 
XML 38 R23.htm IDEA: XBRL DOCUMENT v3.20.4
Description of Business and Summary of Significant Accounting Policies (Policies)
12 Months Ended
Dec. 31, 2020
Accounting Policies [Abstract]  
Summary of Operations LivePerson was incorporated in the State of Delaware in November 1995 and the LivePerson service was introduced in November 1998. In April 2000, the company completed an initial public offering and is currently traded on the NASDAQ Global Select Market and the Tel Aviv Stock Exchange. LivePerson is headquartered in New York City. In light of the COVID-19 pandemic and the company’s strong performance working remotely, LivePerson has adopted an “employee-centric” workforce model that does not rely on traditional offices.
    LivePerson, Inc. (“LivePerson”, the “Company”, “we” or “our”) makes life easier for people and brands everywhere through trusted Conversational AI. 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. This trend has been significantly accelerated by the COVID-19 pandemic and can now be viewed as a permanent, structural shift in consumer behavior. Our technology enables consumers to connect with businesses through these same preferred conversational interfaces, including Facebook Messenger, SMS, WhatsApp, Apple Business Chat, Google Rich Business Messenger and Alexa. These messaging conversations harness human agents, bots and Artificial Intelligence (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, our 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, short message service (SMS), social media and third-party consumer messaging platforms. Brands can also use the Conversational Cloud to message consumers when they dial a 1-800 number instead of forcing them to navigate interactive voice response systems (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, cobrowsing 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 we call “the tango” of humans, AI and bots, whereby human agents act as bot managers, overseeing AI-powered conversations and seamlessly stepping into the flow when a personal touch is needed. Agents become ultra-efficient, leveraging the AI engine to serve up relevant content, define next-best actions and take over repetitive transactional work, so that the agent can focus on relationship building. By seamlessly integrating messaging with our proprietary Conversational AI, as well as third-party bots, the Conversational Cloud offers brands a comprehensive approach to scaling automations across their millions of customer conversations.
    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.
Principles of Consolidation
Principles of Consolidation
The consolidated financial statements reflect the operations of LivePerson and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.
Use of Estimates
Use of Estimates
The preparation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) requires the Company’s management to make a number of estimates and assumptions relating to the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the period. Significant items subject to such estimates and assumptions include revenue recognition, stock-based compensation, accounts receivable, the valuation of goodwill and intangible assets, income taxes and legal contingencies. Actual results could differ from those estimates.
Concentration of Credit Risk
Concentration of Credit Risk
Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable which approximate fair value at December 31, 2020 because of the short-term nature of these instruments. The Company invests its cash and cash equivalents with financial institutions that it believes are of high quality, and the Company performs periodic evaluations of these instruments and the relative credit standings of the institutions with which it invests. At certain times, the Company’s cash balances with any one financial institution may exceed Federal Deposit Insurance Corporation insurance limits. The Company believes it mitigates its risk by depositing its cash balances with high credit, quality financial institutions.
The Company performs ongoing credit evaluations of its customers’ financial condition (except for customers who purchase the LivePerson services by credit card via Internet download) and has established an allowance for doubtful accounts based upon factors surrounding the credit risk of customers, historical trends and other information. Concentration of credit risk is limited due to the Company’s large number of customers.
Foreign Currency Translation Foreign Currency Translation    The Company’s operations are conducted in various countries around the world and the financial statements of its foreign subsidiaries are reported in the applicable foreign currencies (functional currencies). Financial information is translated from the applicable functional currency to the U.S. dollar (the reporting currency) for inclusion in the Company’s 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 income (loss) in stockholders’ equity. Foreign exchange transaction gain or losses are included in Other Income (Expense), net in the accompanying consolidated statements of operations.
Cash and Cash Equivalents
Cash and Cash Equivalents
The Company considers all highly liquid securities with original maturities of three months or less when acquired to be cash equivalents. Cash equivalents, which primarily consist of money market funds, are recorded at cost, which approximates fair value.
Accounts Receivable Accounts ReceivableAccounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. The Company determines the allowance based on historical write-off experience. The Company reviews its allowance for doubtful accounts monthly. Past due balances over 90 days and over a specified amount are reviewed individually for collectability. All other balances are reviewed on a pooled basis. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance sheet credit exposure related to its customers.
Property and Equipment Property and EquipmentProperty and equipment are stated at cost, net of accumulated depreciation, and amortization. Depreciation and amortization is calculated using the straight-line method over the estimated useful lives of the related assets, generally three to five years for equipment and software. Leasehold improvements are amortized using the straight-line method over the shorter of the lease term or the estimated useful life of the asset.
Internal-Use Software Development Costs Internal-Use Software Development CostsIn accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 350-40, ‘‘Internal-Use Software’’, the Company capitalizes its costs to develop its internal use software when preliminary development efforts are successfully completed, management has authorized and committed project funding, and it is probable that the project will be completed and the software will be used as intended. These costs are included in property and equipment in the Company's consolidated balance sheets and are amortized on a straight-line basis over the estimated useful life of the related asset, which approximates five years. Costs incurred prior to meeting these criteria, together with costs incurred for training and maintenance, are expensed as incurred.
Goodwill and Intangible Assets
Goodwill and Intangible Assets
Goodwill represents the excess of the aggregate purchase price over the fair value of net identifiable assets acquired in a business combination. Goodwill is not amortized and is tested for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The Company has determined that it operates as two reporting units and has selected September 30 as the date to perform its annual impairment test. In the valuation of goodwill, management must make assumptions regarding estimated future cash flows to be derived from the Company's business. If these estimates or their related assumptions change in the future, the Company may be required to record impairment for these assets.

The Company has the option to first perform a qualitative assessment to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount. However, the Company may elect to bypass the qualitative assessment and proceed directly to the quantitative impairment tests. The impairment test involves comparing the fair value of the reporting unit to its carrying value, including goodwill. A goodwill impairment will be the amount by which a reporting unit’s carrying value exceeds its fair value. The impairment is limited to the carrying amount of goodwill.
No goodwill impairment charges have been recorded for any period presented.
Intangible assets with estimable useful lives are amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment in accordance with ASC 360-10-35, “Accounting for Impairment or Disposal of Long-Lived Assets.”
Acquired intangible assets consist of identifiable intangible assets, primarily developed technology and customer relationships, resulting from our acquisitions. Intangible assets are recorded at fair value on the date of acquisition.
Business Combination
Business Combinations
Business combinations are accounted for using the acquisition method and accordingly, the assets acquired (including identified intangible assets), the liabilities assumed and any noncontrolling interest in the acquired business are recorded at their acquisition date fair values. The Company’s acquisition model typically provides for an initial payment at closing and for
future additional contingent purchase price obligations. Contingent purchase price obligations are recorded as deferred acquisition consideration on the balance sheet at the acquisition date fair value and are remeasured at each reporting period. Changes in such estimated values are recorded in the results of operations. For further information, see Note 8 of the Notes to the Consolidated Financial Statements included herein.
For each acquisition, the Company undertakes a detailed review to identify other intangible assets and a valuation is performed for all such identified assets. The Company uses several market participant measurements to determine estimated value. This approach includes consideration of similar and recent transactions, as well as utilizing discounted expected cash flow methodologies. A substantial portion of the intangible asset value that the Company acquires is the specialized know-how of the workforce, which is treated as part of goodwill and is not required to be valued separately. The majority of the value of the identifiable intangible assets acquired is derived from customer relationships, including the related customer contracts, as well as trade names. In executing the Company’s overall acquisition strategy, one of the primary drivers in identifying and executing a specific transaction is the existence of, or the ability to, expand the existing client relationships. The expected benefits of the Company’s acquisitions are typically shared across multiple agencies and regions.
Impairment of Long-Lived Assets
Impairment of Long-Lived Assets
The carrying amounts of our long-lived assets, including property and equipment, lease right-of-use assets, capitalized internal-use software, costs to obtain customer contracts, and acquired intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable or that the useful lives are shorter than originally estimated. Recoverability of assets to be held and used is measured by comparing the carrying amount of an asset to future undiscounted net cash flows the asset is expected to generate over its remaining life. If the asset is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset. If the useful life is shorter than originally estimated, we amortize the remaining carrying value over the new shorter useful life. There was a loss on disposal of approximately $5.1 million in September 2020. The Company recognized accelerated depreciation of fixed assets that were determined to no longer be of future economic benefit to the Company based on the decision to vacate the leased office space. Please refer to Note 14 for additional information regarding this shift to an employee-centric working model.
Revenue Recognition
Revenue Recognition
The majority of the Company’s revenue is generated from monthly service revenues and related professional services from the sale of the LivePerson services. Revenues are recognized when control of these services is transferred to the Company's customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services.

The Company determines revenue recognition through the following steps:
Identification of the contract, or contracts, with a customer;
Identification of the performance obligations in the contract;
Determination of the transaction price;
Allocation of the transaction price to the performance obligations in the contract; and
Recognition of revenue when, or as, the Company satisfies a performance obligation.
    
    Total revenue of $366.6 million, $291.6 million, and $249.8 million was recognized during the years ended December 31, 2020, December 31, 2019 and December 31, 2018, respectively.
    
    The Company has made the following accounting policy election and elected to use a practical expedient specific to certain revenue streams, as permitted by the FASB, in applying Topic 606.  The Company utilizes the right-to-invoice practical expedient with regard to the recognition of revenue upon the invoicing of certain revenue streams, as revenue for those streams are billed monthly.

    Under Topic 606, the Company defers all incremental commission costs ("contract acquisition costs") to obtain the contract. The contract acquisition costs, which are comprised of prepaid sales commissions, have balances at December 31, 2020 and 2019 of $41.0 million and $32.0 million, respectively. The Company amortizes these costs over the related period of benefit using the customer expected life that the Company determined to be three to five years which is consistent with the
transfer to the customer of the services to which the asset relates. The Company classifies contract acquisition costs as long-term unless they have an original amortization period of one year or less.

Hosted Services- Business Revenue

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

Professional Services Revenues

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

Remaining Performance Obligation

    As of December 31, 2020, the aggregate amount of the total transaction price allocated in contracts with original duration of greater than one year to the remaining performance obligations was $285.7 million. Approximately 90% of the Company’s remaining performance obligations is expected to be recognized during the next 24 months, with the balance recognized thereafter. The aggregate balance of unsatisfied performance obligations represents contracted revenue that has not yet been recognized, and does not include contract amounts that are cancellable by the customer, amounts associated with optional renewal periods, and any amounts related to performance obligations, which are billed and recognized as they are delivered. The Company has elected the optional exemption, which allows for the exclusion of the amounts for remaining performance obligations that are part of contracts with an original expected duration of one year or less. Such remaining performance obligations represent unsatisfied or partially unsatisfied performance obligation pursuant to ASC 606.
Contracts with Multiple Performance Obligations

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

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

    The Company records deferred revenues when cash payments are received or due in advance of its performance. The decrease in the deferred revenue balance for the year ended December 31, 2020 is primarily driven by satisfying our performance obligations and the revenue recognized of approximately $103.2 million that were included in the deferred revenue balance as of December 31, 2019.
    The following table presents deferred revenue by revenue source (amounts in thousands):
December 31,
20202019
Hosted services – Business$86,144 $82,892 
Hosted services – Consumer835 687 
Professional services – Business1,869 5,172 
Total deferred revenue - short term$88,848 $88,751 
Hosted services – Business$— $— 
Professional services – Business409 438 
Total deferred revenue - long term$409 $438 
Disaggregated Revenue

    The following table presents the Company's revenues disaggregated by revenue source (amounts in thousands):
December 31,
202020192018
Revenue:
Hosted services – Business$286,588 $225,705 $197,474 
Hosted services – Consumer29,764 24,480 19,553 
Professional services50,268 41,424 32,811 
Total revenue$366,620 $291,609 $249,838 
Revenue by Geographic Location

    The Company is domiciled in the United States and has international operations in the United Kingdom, Asia-Pacific, Latin America and Western Europe, particularly France and Germany. The following table presents the Company's revenues attributable to domestic and foreign operations for the years ended (amounts in thousands):
December 31,
202020192018
United States $230,557 $170,815 $146,702 
Other Americas (1)
13,420 11,462 7,315 
Total Americas243,977 182,277 154,017 
EMEA (2) (4)
83,326 78,301 71,318 
APAC (3)
39,317 31,031 24,503 
Total revenue$366,620 $291,609 $249,838 
(1) Canada, Latin America and South America
(2) Europe, the Middle East and Africa (“EMEA”)
(3) Asia-Pacific (“APAC”)
(4) Includes revenue from the United Kingdom of $53.4 million, $50.4 million, and $46.5 million for the years ended December 31, 2020, 2019, and 2018, respectively. and from the Netherlands of $3.2 million, $10.0 million, and $8.7 million for the years ended December 31, 2020, 2019, and 2018, respectively.

Information about Contract Balances

Amounts collected in advance of services being provided are accounted for as deferred revenue. Nearly all of the Company's deferred revenue balance is related to Hosted Services- Business Revenue.
In some arrangements, the Company allows customers to pay for access to the Conversational Cloud over the term of the software license. The Company refers to these as subscription transactions. Amounts recognized as revenue in excess of amounts billed are recorded as unbilled receivables. Unbilled receivables, anticipated to be invoiced in the next twelve months, are included in accounts receivable on the consolidated balance sheet. The opening and closing balances of the Company's accounts receivable, unbilled receivables, and deferred revenues are as follows (amounts in thousands):
Accounts Receivable (1)Unbilled Receivable (1)Contract Acquisition Costs (noncurrent)Deferred Revenue (current)Deferred Revenue (long term)
Opening Balance as of December 31, 2019$70,318 $17,302 $31,965 $88,751 $438 
Increase (decrease), net(8,517)1,320 9,056 97 (29)
Ending Balance as of December 31, 2020$61,801 $18,622 $41,021 $88,848 $409 
(1) These accounts include the $0.7 million adjustment in connection with the adoption of ASU 2016-13 (Topic 326).
Advertising Costs AdvertisingThe Company expenses the cost of advertising and promoting its services as incurred in the sales and marketing expense on the consolidated statement of operations.
Stock-Based Compensation
Stock-Based Compensation
    In accordance with ASC Topic 718 -10, "Stock Compensation", the Company measures stock based awards at fair value and recognizes compensation expense for all share-based payment awards made to its employees and directors, including employee stock options.
The Company estimates the fair value of stock options granted using the Black-Scholes valuation model. This model requires the Company to make estimates and assumptions including, among other things, estimates regarding the length of
time an employee will retain vested stock options before exercising them, the estimated volatility of its common stock price and the number of options that will be forfeited prior to vesting. The fair value is then recognized on a straight line basis over the requisite service period of the award, which is generally three to four years. Changes in these estimates and assumptions can materially affect the determination of the fair value of the stock-based compensation and consequently, the related amount recognized in the consolidated statement of operations.
Deferred Rent
Deferred Rent
The Company records rent expense on a straight-line basis over the term of the related lease. The difference between the rent expense recognized for financial reporting purposes and the actual payments made in accordance with the lease agreement is recognized as deferred rent liability included in other liabilities on the Company’s consolidated balance sheets.
Income Taxes
Income Taxes
Income taxes are accounted for under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in results of operations in the period that the tax change occurs. In evaluating our ability to recover our deferred tax assets in the jurisdiction from which they arise, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax-planning strategies, and results of recent operations. We include interest accrued on the underpayment of income taxes in interest expense and penalties, if any, related to unrecognized tax benefits in general and administrative expenses. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
Comprehensive Loss
Comprehensive Loss
In accordance with ASC 220, ‘‘Comprehensive Income’’, the Company reports by major components and as a single total, the change in its net assets during the period from non-owner sources. Comprehensive income (loss) consists of net income (loss), and accumulated other comprehensive income (loss), which includes certain changes in equity that are excluded from net income (loss). The Company’s comprehensive loss for all periods presented is related to the effect of foreign currency translation.
Recently Issued Accounting Standards
Recently Issued Accounting Standards    
In August 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-06, “Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity”, which simplifies the accounting for convertible instruments by eliminating existing accounting models that require separation of a cash conversion or beneficial conversion feature from the host contract. Accordingly, a convertible debt instrument will be accounted as a single liability measured at its amortized cost and a convertible preferred stock will be accounted as a single equity instrument measured at its historical cost, as long as no other embedded features require bifurcation as derivatives and the convertible debt was not issued at a substantial premium. The ASU also 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. The Company is assessing and evaluating the impact ASU 2020-06 will have on its consolidated financial statements.
    
    In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” The new guidance is intended to simplify the accounting for income taxes by removing certain exceptions and by updating accounting requirements around franchise taxes, goodwill recognized for tax purposes, the allocation of current and deferred tax expense among legal entities, among other minor changes. The ASU is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Early adoption is permitted. The Company is assessing what impact ASU 2019-12 will have on its consolidated financial statements.

Recently Adopted Accounting Pronouncements
In June 2016, the FASB issued Accounting Standards Update ASU 2016-13, “Financial Instruments-Credit Losses (Topic 326)”, in order to improve financial reporting of expected credit losses on financial instruments and other commitments to extend credit. ASU 2016-13 requires that an entity measure and recognize expected credit losses for financial assets held at amortized cost and replaces the incurred loss impairment methodology in prior GAAP with a methodology that requires consideration of a broader range of information to estimate credit losses. Such required disclosures include, but are not limited to, the Company's methodology for estimating its allowance for credit losses. The Company adopted ASU 2016-13 effective January 1, 2020 and applied the guidance using a modified retrospective approach requiring that the Company recognize the cumulative effect of initially applying the impairment standard as an adjustment to opening accumulated deficit for the incremental increase in its allowance for credit losses as of January 1, 2020 over its allowance for bad debts as of December, 31, 2019, which amounted to $0.7 million. The Company will continue to actively monitor the impact of the recent COVID-19 pandemic on expected credit losses. As of December 31, 2020, there has not been an impact to accounts receivable from the recent pandemic.
    
    In January 2017, the FASB issued Accounting Standards Update ASU 2017-04, “Simplifying the Test for Goodwill Impairment”, which eliminates the computation of the implied fair value of goodwill to measure a goodwill impairment charge. Instead, entities will record a goodwill impairment charge based on the excess of a reporting unit’s carrying amount over its fair value. The guidance is effective for interim and annual reporting periods beginning after December 15, 2019, with early adoption permitted. The Company adopted ASU 2017-04 in the first quarter of 2020 which reduced the complexity surrounding the evaluation of goodwill for impairment. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.

    In August 2018, the FASB issued ASU 2018-15, “Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract,” which clarifies the accounting for implementation costs in cloud computing arrangements. The new standard aligns the treatment of implementation costs incurred by customers in cloud computing arrangements that are service contracts with the treatment of similar costs incurred to develop or obtain internal-use software. Under the new standard, implementation costs are deferred and presented in the same financial statement caption on the condensed consolidated balance sheet as a prepayment of related arrangement fees. The deferred costs are recognized over the term of the arrangement in the same financial statement caption in the condensed consolidated income statement as the related fees of the arrangement. The Company adopted ASU 2018-15 in the first quarter of 2020 and the impact of the adoption was not material to the Company's consolidated financial statements.
XML 39 R24.htm IDEA: XBRL DOCUMENT v3.20.4
Description of Business and Summary of Significant Accounting Policies (Tables)
12 Months Ended
Dec. 31, 2020
Accounting Policies [Abstract]  
Schedule of Activity in the Allowance for Doubtful Accounts The activity in the allowance for doubtful accounts is as follows (amounts in thousands):
Year Ended December 31,
Beginning Balance
Additions
Charged to
Costs and
Expenses
Deductions /
Write-Offs
ASU 2016-13 (Topic 326) AdjustmentEnding Balance
2018$1,318 $1,788 $(830)$— $2,276 
2019$2,276 $2,159 $(1,365)$— $3,070 
2020$3,070 $3,211 $(1,666)$729 $5,344 
Schedule of Deferred Revenue by Revenue Source The following table presents deferred revenue by revenue source (amounts in thousands):
December 31,
20202019
Hosted services – Business$86,144 $82,892 
Hosted services – Consumer835 687 
Professional services – Business1,869 5,172 
Total deferred revenue - short term$88,848 $88,751 
Hosted services – Business$— $— 
Professional services – Business409 438 
Total deferred revenue - long term$409 $438 
Schedule of Disaggregated of Revenue
Disaggregated Revenue

    The following table presents the Company's revenues disaggregated by revenue source (amounts in thousands):
December 31,
202020192018
Revenue:
Hosted services – Business$286,588 $225,705 $197,474 
Hosted services – Consumer29,764 24,480 19,553 
Professional services50,268 41,424 32,811 
Total revenue$366,620 $291,609 $249,838 
Schedule of Revenue by Geographic Location The following table presents the Company's revenues attributable to domestic and foreign operations for the years ended (amounts in thousands):
December 31,
202020192018
United States $230,557 $170,815 $146,702 
Other Americas (1)
13,420 11,462 7,315 
Total Americas243,977 182,277 154,017 
EMEA (2) (4)
83,326 78,301 71,318 
APAC (3)
39,317 31,031 24,503 
Total revenue$366,620 $291,609 $249,838 
(1) Canada, Latin America and South America
(2) Europe, the Middle East and Africa (“EMEA”)
(3) Asia-Pacific (“APAC”)
(4) Includes revenue from the United Kingdom of $53.4 million, $50.4 million, and $46.5 million for the years ended December 31, 2020, 2019, and 2018, respectively. and from the Netherlands of $3.2 million, $10.0 million, and $8.7 million for the years ended December 31, 2020, 2019, and 2018, respectively.
Schedule of Receivables, Contract Acquisition Costs, and Deferred Revenue The opening and closing balances of the Company's accounts receivable, unbilled receivables, and deferred revenues are as follows (amounts in thousands):
Accounts Receivable (1)Unbilled Receivable (1)Contract Acquisition Costs (noncurrent)Deferred Revenue (current)Deferred Revenue (long term)
Opening Balance as of December 31, 2019$70,318 $17,302 $31,965 $88,751 $438 
Increase (decrease), net(8,517)1,320 9,056 97 (29)
Ending Balance as of December 31, 2020$61,801 $18,622 $41,021 $88,848 $409 
XML 40 R25.htm IDEA: XBRL DOCUMENT v3.20.4
Net Loss per Share (Tables)
12 Months Ended
Dec. 31, 2020
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 earnings per share follows:
Year Ended December 31,
202020192018
Basic65,888,450 62,593,026 59,203,400 
Effect of assumed exercised options— — — 
Diluted65,888,450 62,593,026 59,203,400 
XML 41 R26.htm IDEA: XBRL DOCUMENT v3.20.4
Segment Information (Tables)
12 Months Ended
Dec. 31, 2020
Segment Reporting [Abstract]  
Summary Of Financial Information By Segment
Summarized financial information by segment for the year ended December 31, 2020, based on the Company’s internal financial reporting system utilized by the Company’s chief operating decision maker, follows (amounts in thousands):
BusinessConsumerCorporateConsolidated
Revenue:
Hosted services – Business
$286,588 $— $— $286,588 
Hosted services – Consumer
— 29,764 — 29,764 
Professional services – Business
50,268 — — 50,268 
Total revenue
336,856 29,764 — 366,620 
Cost of revenue99,394 6,874 — 106,268 
Sales and marketing128,752 21,021 — 149,773 
Amortization of purchased intangibles1,639 — — 1,639 
Unallocated corporate expenses— — 198,391 198,391 
Operating income (loss)$107,071 $1,869 $(198,391)$(89,451)
Summarized financial information by segment for the year ended December 31, 2019, based on the Company’s internal financial reporting system utilized by the Company’s chief operating decision maker, follows (amounts in thousands):
BusinessConsumerCorporateConsolidated
Revenue:
Hosted services – Business
$225,705 $— $— $225,705 
Hosted services – Consumer
— 24,480 — 24,480 
Professional services – Business
41,424 — — 41,424 
Total revenue
267,129 24,480 — 291,609 
Cost of revenue74,460 4,418 — 78,878 
Sales and marketing140,880 15,934 — 156,814 
Amortization of purchased intangibles1,794 — — 1,794 
Unallocated corporate expenses— — 141,155 141,155 
Operating income (loss)$49,995 $4,128 $(141,155)$(87,032)
Summarized financial information by segment for the year ended December 31, 2018, based on the Company’s internal financial reporting system utilized by the Company’s chief operating decision maker, follows (amounts in thousands):
BusinessConsumerCorporateConsolidated
Revenue:
Hosted services – Business
$197,474 $— $— $197,474 
Hosted services – Consumer
— 19,553 — 19,553 
Professional services – Business
32,811 — — 32,811 
Total revenue
230,285 19,553 — 249,838 
Cost of revenue58,420 4,059 — 62,479 
Sales and marketing94,339 9,005 — 103,344 
Amortization of purchased intangibles1,670 — — 1,670 
Unallocated corporate expenses— — 106,048 106,048 
Operating income (loss)$75,856 $6,489 $(106,048)$(23,703)
Schedule of Long-Lived Assets By Geographic Region The following table presents the Company's long-lived assets by geographic region for the periods presented (amounts in thousands):
December 31,
20202019
United States$202,275 $177,776 
Israel16,657 16,680 
Australia13,792 13,765 
Netherlands8,301 7,705 
Other (1)
16,596 18,677 
Total long-lived assets$257,621 $234,603 
(1) United Kingdom, Germany, Japan, France, Italy, Spain, Canada, and Singapore
XML 42 R27.htm IDEA: XBRL DOCUMENT v3.20.4
Property and Equipment (Tables)
12 Months Ended
Dec. 31, 2020
Property, Plant and Equipment [Abstract]  
Schedule of Property And Equipment
The following table presents the detail of property and equipment for the periods presented (amounts in thousands):
December 31,
20202019
Computer equipment and software$107,666 $92,493 
Furniture, equipment and building improvements— 16,487 
Internal-use software development costs86,454 52,544 
Finance lease right-of-use assets10,045 — 
204,165 161,524 
Less: accumulated depreciation and amortization(98,110)(85,288)
Total
$106,055 $76,236 
XML 43 R28.htm IDEA: XBRL DOCUMENT v3.20.4
Goodwill and Intangible Assets (Tables)
12 Months Ended
Dec. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Changes in Goodwill The changes in the carrying amount of goodwill for the year ended December 31, 2020 are as follows (amounts in thousands):
BusinessConsumerTotal
Balance as of December 31, 2019$86,963 $8,024 $94,987 
Adjustments to goodwill:
Foreign exchange adjustments
205 — 205 
Balance as of December 31, 2020$87,168 $8,024 $95,192 
The changes in the carrying amount of goodwill for the year ended December 31, 2019 are as follows (amounts in thousands):
BusinessConsumerTotal
Balance as of December 31, 2018$87,007 $8,024 $95,031 
Adjustments to goodwill:
Acquisitions
— — — 
Foreign exchange adjustments
(44)— (44)
Balance as of December 31, 2019$86,963 $8,024 $94,987 
Summary of Intangible Assets
Intangible assets are summarized as follows (see Note 8) (amounts in thousands):
December 31, 2020
Gross
Carrying
Amount
Accumulated
Amortization
Net Carrying AmountWeighted
Average
Amortization
Period
Amortizing intangible assets:
Technology
$30,499 $(26,818)$3,681 5.4 years
Customer relationships
16,981 (13,982)2,999 8.4 years
Patents
5,076 (908)4,168 12.5 years
Other
314 (235)79 2.2 years
Total
$52,870 $(41,943)$10,927 

December 31, 2019
Gross
Carrying
Amount
Accumulated
Amortization
Net Carrying AmountWeighted
Average
Amortization
Period
Amortizing intangible assets:
Technology
$30,413 $(25,187)$5,226 5.3 years
Customer relationships
16,964 (12,958)4,006 8.4 years
Patents
3,267 (714)2,553 12.8 years
Other
262 (235)27 2.7 years
Total
$50,906 $(39,094)$11,812 
Schedule of Future Amortization Expense Estimated amortization expense for the next five years is as follows (amounts in thousands):
Estimated Amortization Expense
2021$2,611 
20222,240 
2023959 
2024756 
2025334 
Thereafter4,027 
Total$10,927 
XML 44 R29.htm IDEA: XBRL DOCUMENT v3.20.4
Accrued Liabilities and Other Current Liabilities (Tables)
12 Months Ended
Dec. 31, 2020
Payables and Accruals [Abstract]  
Schedule of Accrued Liabilities and Other Current Liabilities
The following table presents the detail of accrued liabilities and other current liabilities for the periods presented (amounts in thousands):
December 31,
20202019
Payroll and other employee related costs$39,820 $27,920 
Professional services, consulting and other vendor fees38,796 20,382 
Unrecognized tax benefits2,039 2,053 
Sales commissions6,988 9,654 
Contingent earn-out (Note 8)— 557 
Restructuring4,732 314 
Non Income Tax2,954 — 
Other4,541 1,898 
Total
$99,870 $62,778 
XML 45 R30.htm IDEA: XBRL DOCUMENT v3.20.4
Convertible Senior Notes and Capped Call Transactions (Tables)
12 Months Ended
Dec. 31, 2020
Debt Disclosure [Abstract]  
Schedule of Carrying Amount of Convertible Debt and Related Interest
The net carrying amount of the liability component of the Notes was as follows (in thousands):
As of December 31, 2020As of December 31, 2019
Principal$747,500 $230,000 
Unamortized discount(196,269)(45,295)
Unamortized issuance costs(12,799)(5,693)
Net carrying amount$538,432 $179,012 
The net carrying amount of the equity component of the Notes was as follows (in thousands):
As of December 31, 2020As of December 31, 2019
Proceeds allocated to the conversion options (debt discount)$215,434 $52,900 
Issuance costs(5,783)(1,986)
Net carrying amount$209,651 $50,914 
The following table sets forth the interest expense recognized related to the Notes (in thousands):
For the Year Ended December 31, 2020For the Year Ended December 31, 2019
Contractual interest expense$1,725 $1,438 
Amortization of issuance costs1,340 956 
Amortization of debt discount11,564 7,605 
Total interest expense$14,629 $9,999 
XML 46 R31.htm IDEA: XBRL DOCUMENT v3.20.4
Fair Value Measurements (Tables)
12 Months Ended
Dec. 31, 2020
Fair Value Disclosures [Abstract]  
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis The Company's assets and liabilities that are measured at fair value on a recurring basis, by level, within the fair value hierarchy as of December 31, 2020 and December 31, 2019, are summarized as follows (amounts in thousands).
December 31, 2020December 31, 2019
Level 1Level 2Level 3TotalLevel 1Level 2Level 3Total
Assets:
Cash equivalents:
Money market funds$328,195 $— $— $328,195 $2,899 $— $— $2,899 
Total assets$328,195 $— $— $328,195 $2,899 $— $— $2,899 
Liabilities:
Contingent earn-out$— $— $— $— $— $— $557 $557 
Total liabilities$— $— $— $— $— $— $557 $557 
Schedule of Changes in Fair Value of Level 3 Liabilities
The changes in fair value of the Level 3 liabilities are as follows (amounts in thousands):
Contingent Earn-Out
December 31,
20202019
Balance, Beginning of year$557 $2,372 
Conversable, Inc. fair value adjustment (see Note 8)— (496)
AdvantageTec, Inc. fair value adjustment (see Note 8)(263)168 
Payments(294)(1,487)
Balance, End of year$— $557 
XML 47 R32.htm IDEA: XBRL DOCUMENT v3.20.4
Commitments and Contingencies (Tables)
12 Months Ended
Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]  
Schedule of Lease Information
Supplemental cash flow information related to leases for the years ended December 31, 2020 and 2019 are as follows (in thousands):
Year Ended December 31,
20202019
Cash paid for amounts included in the measurement of lease liabilities:
   Operating cash flows for operating leases4,901 6,963 
   Operating cash flows for finance leases88 — 
   Financing cash flows for finance leases1,154 — 

The components of lease costs for the years ended December 31, 2020 and 2019 are as follows (in thousands):
Year Ended December 31,
20202019
Finance lease cost
   Amortization of right-of-use assets772 — 
   Interest88 — 
Operating lease cost12,649 12,984 
   Total lease cost13,509 12,984 

    Supplemental balance sheet information related to leases is as follows:
As of December 31, 2020As of December 31, 2019
Operating Leases(in thousands, except lease term and discount rate)
Right-of-use asset, net
614 15,680 
Current operating lease liability5,718 6,602 
Long term operating lease liability7,180 12,865 
Total operating lease liability
12,898 19,467 
Finance Leases
Right-of-use asset, net10,045 — 
Current finance lease liability3,488 — 
Long term finance lease liability6,176 — 
Total finance lease liability9,664 — 
Weighted Average Remaining Lease Term
Operating leases
3.0 years3.5 years
Finance leases2.8 years— 
Weighted Average Discount Rate
Operating leases
%%
Finance leases%— 
Schedule of Future Minimum Lease Payments
Future minimum lease payments under non-cancellable operating and finance leases (with an initial or remaining lease terms in excess of one year) are as follows (amounts in thousands):
Year Ending December 31,Operating
Leases
Finance Leases
2021$6,377 3,814 
20223,804 3,814 
20231,955 2,572 
20241,166 — 
2025632 — 
Thereafter263 — 
Total minimum lease payments$14,197 $10,200 
Less: present value adjustment(1,299)(536)
Total lease liability$12,898 $9,664 
XML 48 R33.htm IDEA: XBRL DOCUMENT v3.20.4
Stockholders' Equity (Tables)
12 Months Ended
Dec. 31, 2020
Equity [Abstract]  
Weighted Average Assumptions of Fair Value Options Using Black-Scholes Option-Pricing Model The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions for the years ended December 31, 2020, 2019 and 2018:
December 31,
202020192018
Dividend yield—%—%—%
Risk-free interest rate
0.26% – 0.66%
1.66% – 3.05%
2.5% – 3.1%
Expected life (in years)5.05.05.0
Historical volatility
46.50% – 53.91%
43.42% – 44%
43.5% – 48.4%
Schedule of Stock Option Activity A summary of the Company’s stock option activity and weighted average exercise prices follows:
Stock Option ActivityWeighted Average Remaining Contractual Term (in years)Aggregate Intrinsic Value (in thousands)
Options (in thousands)Weighted
Average
Exercise Price
Balance outstanding at December 31, 20177,959 $10.71 
Granted2,033 15.00 
Exercised(3,120)10.70 
Cancelled or expired(606)10.03 
Balance outstanding at December 31, 20186,266 $12.13 6.55$43,348 
Options vested and expected to vest5,550 $11.89 6.28$39,521 
Options exercisable at December 31, 20183,278 $11.12 4.64$25,367 
Balance outstanding at December 31, 20186,266 $12.13 
Granted1,425 29.76 
Exercised(1,523)11.12 
Cancelled or expired(369)14.76 
Balance outstanding at December 31, 20195,799 $16.57 6.79$119,064 
Options vested and expected to vest5,096 $15.29 6.49$110,934 
Options exercisable at December 31, 20192,901 $12.03 4.95$72,424 
Balance outstanding at December 31, 20195,799 $16.57 
Granted737 31.21 
Exercised(1,683)12.69 
Cancelled or expired(521)23.27 
Balance outstanding at December 31, 20204,332 $19.78 6.79$183,825 
Options vested and expected to vest1,470 $23.88 8.19$56,382 
Options exercisable at December 31, 20202,280 $14.80 5.40$108,128 
Schedule Restricted Stock Units Activity
Restricted Stock Unit Activity
    A summary of the Company’s restricted stock units (“RSUs”) activity and weighted average exercise prices follows:
Restricted Stock Unit Activity
Number of Shares (in thousands)Weighted Average
Grant Date Fair Value (Per Share)
Aggregate Fair Value (in thousands)
Balance outstanding at December 31, 2017873 $8.29 $10,053 
Awarded2,568 17.02 — 
Released(361)9.49 — 
Forfeited(390)9.49 — 
Non-vested and outstanding at December 31, 20182,690 $15.81 $50,756 
Balance outstanding at December 31, 20182,690 $15.81 $50,756 
Awarded1,979 30.99 — 
Released(1,197)14.24 — 
Forfeited(423)20.28 — 
Non-vested and outstanding at December 31, 20193,049 $24.73 $112,848 
Balance outstanding at December 31, 20193,049 $24.73 $112,848 
Awarded2,530 26.51 — 
Released(1,906)23.40 — 
Forfeited(723)25.19 — 
Non-vested and outstanding at December 31, 20202,950 $27.00 $183,781 
Expected to vest1,939 $26.17 $120,674 
XML 49 R34.htm IDEA: XBRL DOCUMENT v3.20.4
Income Taxes (Tables)
12 Months Ended
Dec. 31, 2020
Income Tax Disclosure [Abstract]  
Schedule of Domestic and Foreign Components of Income Before Provision for Income Taxes
The domestic and foreign components of income (loss) before provision for income taxes consist of the following (amounts in thousands): 
Year Ended December 31,
202020192018
United States$(113,689)$(105,961)$(38,078)
Israel2,214 2,791 3,163 
United Kingdom536 5,377 3,690 
Netherlands3,398 (465)3,235 
Australia1,663 716 686 
Germany243 3,854 2,900 
Other (1)
507 462 230 
$(105,128)$(93,226)$(24,174)
(1) Includes Japan and France
Schedule of Provision For Income Taxes
The provision for income taxes consists of the following (amounts in thousands):
Year Ended December 31,
202020192018
Current income taxes:
U.S. Federal$(581)$(452)$(1,932)
State and local59 89 67 
Foreign2,408 4,415 3,032 
Total current income taxes
1,886 4,052 1,167 
Deferred income taxes:
U.S. Federal(151)126 (295)
State and local459 135 (28)
Foreign272 (1,468)14 
Total deferred income taxes
580 (1,207)(309)
Total provision for income taxes
$2,466 $2,845 $858 
Schedule of Reconciliation of Federal Statutory Tax Rate to Effective Income Tax Rate
The difference between the total income taxes computed at the federal statutory rate and the provision for income taxes consists of the following:
Year Ended December 31,
202020192018
Federal statutory rate21.00 %21.00 %21.00 %
State taxes, net of federal benefit4.82 %2.95 %3.30 %
Non-deductible expenses – stock based compensation(1.21)%1.82 %4.73 %
Global Intangible Low Tax Income Inclusion— %(2.29)%(7.99)%
Non-deductible expenses – Other0.14 %(0.37)%(0.28)%
Non-deductible excess compensation(5.52)%(1.20)%(2.30)%
Foreign taxes(3.98)%(1.86)%(1.34)%
Valuation allowance(30.87)%(26.42)%(28.91)%
Stock based compensation - excess tax benefit9.93 %6.18 %6.10 %
Other3.34 %(2.86)%2.09 %
Total provision
(2.35)%(3.05)%(3.60)%
Schedule of Federal Deferred Tax Assets and Deferred Tax Liabilities
The effects of temporary differences and federal NOL carryforwards that give rise to significant portions of federal deferred tax assets and deferred tax liabilities at December 31, 2020 and 2019 are presented below (amounts in thousands):
Year Ended December 31,
20202019
Deferred tax assets:
Net operating loss carryforwards
$78,651 $49,423 
Foreign Tax Credit1,222 — 
Original Issue Discount
16,464 5,201 
Interest
1,986 875 
Operating lease liability5,150 3,306 
Accounts payable and accrued expenses
7,289 5,934 
Non-cash compensation
7,401 4,195 
Intangibles amortization
3,620 3,273 
Allowance for doubtful accounts
954 419 
Total deferred tax assets
122,737 72,626 
        Less valuation allowance(55,357)(48,451)
        Deferred tax assets, net of valuation allowance67,380 24,175 
Deferred tax liabilities:
Property and equipment
(10,048)(6,361)
Goodwill amortization and contingent earn-out adjustments
(5,294)(3,430)
Convertible Notes Issuance
(49,118)(11,055)
Operating lease right of use asset(2,511)(2,504)
Total deferred tax liabilities
(66,971)(23,350)
Net deferred tax assets (liabilities)$409 $825 
Schedule of Unrecognized Tax Benefits Roll Forward
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands):
Year Ended December 31,
20202019
Unrecognized tax benefits balance at January 1$2,053 $1,921 
Gross decrease for tax positions of prior years(438)— 
Gross increase for tax positions of current years
2,984 584 
Decrease due to expiration of statue
— (452)
Decrease due to settlement
(984)— 
Gross unrecognized tax benefits at December 31$3,615 $2,053 
XML 50 R35.htm IDEA: XBRL DOCUMENT v3.20.4
Restructuring Costs (Tables)
12 Months Ended
Dec. 31, 2020
Restructuring and Related Activities [Abstract]  
Schedule of Restructuring and Related Costs The following table presents the detail of the liability for the Company’s restructuring charges for the periods presented (amounts in thousands):
December 31, 2020December 31, 2019
Balance, Beginning of the year$314 $977 
Lease restructuring costs5,034 — 
Severance and other associated costs5,090 2,043 
Cash payments(5,706)(2,706)
Balance, End of year$4,732 $314 
    The following table presents the detail of expenses for the Company’s restructuring charges for the periods presented (amounts in thousands):
December 31, 2020December 31, 2019December 31, 2018
Lease restructuring costs:
ROU assets write down$13,938 $— $— 
Abandonment of property and equipment5,147 — — 
Other lease restructuring costs5,245 — — 
Total Lease restructuring costs$24,330 $— $— 
Severance and other associated costs$5,090 $2,043 $4,468 
Total restructuring costs$29,420 $2,043 $4,468 
XML 51 R36.htm IDEA: XBRL DOCUMENT v3.20.4
Description of Business and Summary of Significant Accounting Policies - Narrative (Details) - USD ($)
$ in Thousands
1 Months Ended 12 Months Ended
Sep. 30, 2020
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Jan. 01, 2020
Organization Consolidation And Summary Of Significant Accounting Policies [Line Items]          
Depreciation and amortization expense   $ 22,826 $ 16,366 $ 14,188  
Capitalized computer software   33,900 29,100 11,700  
Loss on disposal $ 5,100 5,147 0 0  
Total revenue   366,620 291,609 249,838  
Contract acquisition costs   41,000 32,000    
Remaining performance obligations   $ 285,700      
Percentage of remaining performance obligations to be recognized over next 24 months   90.00%      
Revenue from satisfaction of performance obligations and revenue recognized that was included in deferred revenue   $ 103,200      
Advertising costs   29,100 28,600 $ 17,400  
Allowance for credit losses   5,344 3,070    
Accumulated deficit   $ 391,885 $ 283,562    
ASU 2016-13 | Accounting standard adoption adjustment          
Organization Consolidation And Summary Of Significant Accounting Policies [Line Items]          
Allowance for credit losses         $ 700
Accumulated deficit         $ 700
Software and software development costs          
Organization Consolidation And Summary Of Significant Accounting Policies [Line Items]          
Useful life of assets   5 years      
Minimum          
Organization Consolidation And Summary Of Significant Accounting Policies [Line Items]          
Amortization period for contract acquisition costs (in years)   3 years      
Minimum | Stock option          
Organization Consolidation And Summary Of Significant Accounting Policies [Line Items]          
Requisite service period   3 years      
Minimum | Computer equipment and software          
Organization Consolidation And Summary Of Significant Accounting Policies [Line Items]          
Useful life of assets   3 years      
Maximum          
Organization Consolidation And Summary Of Significant Accounting Policies [Line Items]          
Amortization period for contract acquisition costs (in years)   5 years      
Maximum | Stock option          
Organization Consolidation And Summary Of Significant Accounting Policies [Line Items]          
Requisite service period   4 years      
Maximum | Computer equipment and software          
Organization Consolidation And Summary Of Significant Accounting Policies [Line Items]          
Useful life of assets   5 years      
XML 52 R37.htm IDEA: XBRL DOCUMENT v3.20.4
Description of Business and Summary of Significant Accounting Policies - Accounts Receivable (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Allowance for doubtful accounts      
Beginning Balance $ 3,070 $ 2,276 $ 1,318
Additions Charged to Costs and Expenses 3,211 2,159 1,788
Deductions / Write-Offs (1,666) (1,365) (830)
ASU 2016-13 (Topic 326) Adjustment 729    
Ending Balance $ 5,344 $ 3,070 $ 2,276
XML 53 R38.htm IDEA: XBRL DOCUMENT v3.20.4
Description of Business and Summary of Significant Accounting Policies - Deferred Revenue (Details) - USD ($)
$ in Thousands
Dec. 31, 2020
Dec. 31, 2019
Disaggregation of Revenue [Line Items]    
Total deferred revenue - short term $ 88,848 $ 88,751
Total deferred revenue - long term 409 438
Hosted Services - Business    
Disaggregation of Revenue [Line Items]    
Total deferred revenue - short term 86,144 82,892
Total deferred revenue - long term 0 0
Hosted Services - Consumer    
Disaggregation of Revenue [Line Items]    
Total deferred revenue - short term 835 687
Professional Services - Business    
Disaggregation of Revenue [Line Items]    
Total deferred revenue - short term 1,869 5,172
Total deferred revenue - long term $ 409 $ 438
XML 54 R39.htm IDEA: XBRL DOCUMENT v3.20.4
Description of Business and Summary of Significant Accounting Policies - Disaggregation of Revenue (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Disaggregation of Revenue [Line Items]      
Total revenue $ 366,620 $ 291,609 $ 249,838
Hosted Services - Business      
Disaggregation of Revenue [Line Items]      
Total revenue 286,588 225,705 197,474
Hosted Services - Consumer      
Disaggregation of Revenue [Line Items]      
Total revenue 29,764 24,480 19,553
Professional Services      
Disaggregation of Revenue [Line Items]      
Total revenue $ 50,268 $ 41,424 $ 32,811
XML 55 R40.htm IDEA: XBRL DOCUMENT v3.20.4
Description of Business and Summary of Significant Accounting Policies - Revenue by Geographic Region (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Disaggregation of Revenue [Line Items]      
Total revenue $ 366,620 $ 291,609 $ 249,838
United States      
Disaggregation of Revenue [Line Items]      
Total revenue 230,557 170,815 146,702
Other Americas      
Disaggregation of Revenue [Line Items]      
Total revenue 13,420 11,462 7,315
Total Americas      
Disaggregation of Revenue [Line Items]      
Total revenue 243,977 182,277 154,017
EMEA      
Disaggregation of Revenue [Line Items]      
Total revenue 83,326 78,301 71,318
APAC      
Disaggregation of Revenue [Line Items]      
Total revenue 39,317 31,031 24,503
United Kingdom      
Disaggregation of Revenue [Line Items]      
Total revenue 53,400 50,400 46,500
Netherlands      
Disaggregation of Revenue [Line Items]      
Total revenue $ 3,200 $ 10,000 $ 8,700
XML 56 R41.htm IDEA: XBRL DOCUMENT v3.20.4
Description of Business and Summary of Significant Accounting Policies - Receivables and Deferred Revenue (Details)
$ in Thousands
12 Months Ended
Dec. 31, 2020
USD ($)
Contract Balances [Roll Forward]  
Opening balance, Receivable $ 87,620
Ending balance, Receivable 80,423
Opening balance, Contract Acquisition Costs (noncurrent) 32,000
Ending balance, Contract Acquisition Costs (noncurrent) 41,000
Opening balance, Deferred Revenue (current) 88,751
Increase (decrease) in current deferred revenue, net 97
Ending balance, Deferred Revenue (current) 88,848
Opening balance, Deferred revenue (long-term) 438
Increase (decrease) in long-term deferred revenue, net (29)
Ending balance, Deferred revenue (long-term) 409
Accounts Receivable  
Contract Balances [Roll Forward]  
Opening balance, Receivable 70,318
Increase (decrease) in receivables, net (8,517)
Ending balance, Receivable 61,801
Unbilled Receivable  
Contract Balances [Roll Forward]  
Opening balance, Receivable 17,302
Increase (decrease) in receivables, net 1,320
Ending balance, Receivable 18,622
Opening balance, Contract Acquisition Costs (noncurrent) 31,965
Increase (decrease) in contract acquisition costs noncurrent, net 9,056
Ending balance, Contract Acquisition Costs (noncurrent) $ 41,021
XML 57 R42.htm IDEA: XBRL DOCUMENT v3.20.4
Net Loss per Share (Details) - shares
12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Earnings Per Share [Abstract]      
Anti-dilutive shares excluded from computation of earnings per share 7,283,938 8,848,907 8,957,672
Weighted Average Number of Shares Outstanding      
Basic (in shares) 65,888,450 62,593,026 59,203,400
Effect of assumed exercised options (in shares) 0 0 0
Diluted (in shares) 65,888,450 62,593,026 59,203,400
XML 58 R43.htm IDEA: XBRL DOCUMENT v3.20.4
Segment Information - Narrative (Details)
12 Months Ended
Dec. 31, 2020
segment
Segment Reporting [Abstract]  
Number of operating segments 2
XML 59 R44.htm IDEA: XBRL DOCUMENT v3.20.4
Segment Information - Financial Information by Segment (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Segment Reporting Information [Line Items]      
Total revenue $ 366,620 $ 291,609 $ 249,838
Cost of revenue 106,268 78,878 62,479
Sales and marketing 149,773 156,814 103,344
Amortization of purchased intangibles 1,639 1,794 1,670
Unallocated corporate expenses 198,391 141,155 106,048
Loss from operations (89,451) (87,032) (23,703)
Corporate      
Segment Reporting Information [Line Items]      
Unallocated corporate expenses 198,391 141,155 106,048
Loss from operations (198,391) (141,155) (106,048)
Business | Operating Segments      
Segment Reporting Information [Line Items]      
Total revenue 336,856 267,129 230,285
Cost of revenue 99,394 74,460 58,420
Sales and marketing 128,752 140,880 94,339
Amortization of purchased intangibles 1,639 1,794 1,670
Loss from operations 107,071 49,995 75,856
Consumer | Operating Segments      
Segment Reporting Information [Line Items]      
Total revenue 29,764 24,480 19,553
Cost of revenue 6,874 4,418 4,059
Sales and marketing 21,021 15,934 9,005
Loss from operations 1,869 4,128 6,489
Hosted Services - Business      
Segment Reporting Information [Line Items]      
Total revenue 286,588 225,705 197,474
Hosted Services - Business | Business | Operating Segments      
Segment Reporting Information [Line Items]      
Total revenue 286,588 225,705 197,474
Hosted Services - Consumer      
Segment Reporting Information [Line Items]      
Total revenue 29,764 24,480 19,553
Hosted Services - Consumer | Consumer | Operating Segments      
Segment Reporting Information [Line Items]      
Total revenue 29,764 24,480 19,553
Professional Services - Business      
Segment Reporting Information [Line Items]      
Total revenue 50,268 41,424 32,811
Professional Services - Business | Business | Operating Segments      
Segment Reporting Information [Line Items]      
Total revenue $ 50,268 $ 41,424 $ 32,811
XML 60 R45.htm IDEA: XBRL DOCUMENT v3.20.4
Segment Information - Long-Lived Assets by Geographic Region (Details) - USD ($)
$ in Thousands
Dec. 31, 2020
Dec. 31, 2019
Segment Reporting Information [Line Items]    
Total long-lived assets $ 257,621 $ 234,603
United States    
Segment Reporting Information [Line Items]    
Total long-lived assets 202,275 177,776
Israel    
Segment Reporting Information [Line Items]    
Total long-lived assets 16,657 16,680
Australia    
Segment Reporting Information [Line Items]    
Total long-lived assets 13,792 13,765
Netherlands    
Segment Reporting Information [Line Items]    
Total long-lived assets 8,301 7,705
Other    
Segment Reporting Information [Line Items]    
Total long-lived assets $ 16,596 $ 18,677
XML 61 R46.htm IDEA: XBRL DOCUMENT v3.20.4
Property and Equipment - Balances (Details) - USD ($)
$ in Thousands
Dec. 31, 2020
Dec. 31, 2019
Property and Equipment, Net    
Finance lease right-of-use assets $ 10,045 $ 0
Property and equipment and finance lease, gross 204,165 161,524
Less: accumulated depreciation and amortization (98,110) (85,288)
Total 106,055 76,236
Computer equipment and software    
Property and Equipment, Net    
Property and equipment gross 107,666 92,493
Furniture, equipment and building improvements    
Property and Equipment, Net    
Property and equipment gross 0 16,487
Internal-use software development costs    
Property and Equipment, Net    
Property and equipment gross $ 86,454 $ 52,544
XML 62 R47.htm IDEA: XBRL DOCUMENT v3.20.4
Property and Equipment - Narrative (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Property, Plant and Equipment [Abstract]      
Internal-use software development costs not yet subject to amortization $ 30,500 $ 25,300  
Depreciation and amortization expense $ 22,826 $ 16,366 $ 14,188
XML 63 R48.htm IDEA: XBRL DOCUMENT v3.20.4
Goodwill and Intangible Assets - Changes in Carrying Amount of Goodwill (Details) - USD ($)
12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Goodwill [Roll Forward]      
Beginning Balance $ 94,987,000 $ 95,031,000  
Acquisitions   0  
Foreign exchange adjustments 205,000 (44,000)  
Ending Balance 95,192,000 94,987,000 $ 95,031,000
Accumulated goodwill impairment charges 23,500,000    
Goodwill impairment recognized 0 0 0
Business      
Goodwill [Roll Forward]      
Beginning Balance 86,963,000 87,007,000  
Acquisitions   0  
Foreign exchange adjustments 205,000 (44,000)  
Ending Balance 87,168,000 86,963,000 87,007,000
Consumer      
Goodwill [Roll Forward]      
Beginning Balance 8,024,000 8,024,000  
Acquisitions   0  
Foreign exchange adjustments 0 0  
Ending Balance $ 8,024,000 $ 8,024,000 $ 8,024,000
XML 64 R49.htm IDEA: XBRL DOCUMENT v3.20.4
Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Acquired Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount $ 52,870 $ 50,906
Accumulated Amortization (41,943) (39,094)
Total 10,927 11,812
Technology    
Acquired Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount 30,499 30,413
Accumulated Amortization (26,818) (25,187)
Total $ 3,681 $ 5,226
Weighted Average Amortization Period 5 years 4 months 24 days 5 years 3 months 18 days
Customer relationships    
Acquired Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount $ 16,981 $ 16,964
Accumulated Amortization (13,982) (12,958)
Total $ 2,999 $ 4,006
Weighted Average Amortization Period 8 years 4 months 24 days 8 years 4 months 24 days
Patents    
Acquired Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount $ 5,076 $ 3,267
Accumulated Amortization (908) (714)
Total $ 4,168 $ 2,553
Weighted Average Amortization Period 12 years 6 months 12 years 9 months 18 days
Other    
Acquired Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount $ 314 $ 262
Accumulated Amortization (235) (235)
Total $ 79 $ 27
Weighted Average Amortization Period 2 years 2 months 12 days 2 years 8 months 12 days
XML 65 R50.htm IDEA: XBRL DOCUMENT v3.20.4
Goodwill and Intangible Assets - Amortization Expense (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Goodwill and Intangible Assets Disclosure [Abstract]      
Aggregate amortization expense $ 2,800 $ 2,900 $ 2,800
Estimated future amortization expense      
2021 2,611    
2022 2,240    
2023 959    
2024 756    
2025 334    
Thereafter 4,027    
Total $ 10,927 $ 11,812  
XML 66 R51.htm IDEA: XBRL DOCUMENT v3.20.4
Accrued Liabilities and Other Current Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Payables and Accruals [Abstract]      
Payroll and other employee related costs $ 39,820 $ 27,920  
Professional services, consulting and other vendor fees 38,796 20,382  
Unrecognized tax benefits 2,039 2,053  
Sales commissions 6,988 9,654  
Contingent earn-out (Note 8) 0 557  
Restructuring 4,732 314 $ 977
Non Income Tax 2,954 0  
Other 4,541 1,898  
Total $ 99,870 $ 62,778  
XML 67 R52.htm IDEA: XBRL DOCUMENT v3.20.4
Convertible Senior Notes and Capped Call Transactions - Narrative (Details)
$ / shares in Units, shares in Thousands
1 Months Ended 12 Months Ended
Dec. 31, 2020
USD ($)
equity_instrument
day
$ / shares
shares
Mar. 31, 2019
USD ($)
equity_instrument
day
$ / shares
shares
Dec. 31, 2020
USD ($)
$ / shares
Dec. 31, 2019
USD ($)
$ / shares
Debt Instrument [Line Items]        
Common stock, par value (in dollars per share) | $ / shares $ 0.001 $ 0.001 $ 0.001 $ 0.001
Adjustments to additional paid in capital related to issuance costs attributable to equity component     $ 3,797,000 $ 1,986,000
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 46,058,000 $ 23,184,000
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   $ 2,000,000.0    
2026 Notes        
Debt Instrument [Line Items]        
Carry amount of equity component of convertible notes 162,500,000   162,500,000  
Total deferred issuance costs 12,200,000   12,200,000  
Debt issuance costs attributable to liability 8,500,000   $ 8,500,000  
Adjustments to additional paid in capital related to issuance costs attributable to equity component $ 3,700,000      
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   $ 230,000,000.0    
Debt instrument stated rate (percent)   0.75%    
Aggregate principal from exercise in full of over-allotment options   $ 30,000,000.0    
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)   100.00%    
Threshold trading days in consideration of note conversion | day   20    
Threshold consecutive trading days in analysis of conversion price | day   30    
Threshold percentage of stock price if converted   130.00%    
Threshold for five day period, product of sale price of common stock and conversion rate of notes   98.00%    
Remaining amortization period for debt discount and debt issuance costs     3 years 2 months 12 days  
Effective interest rate (percent)     4.66%  
Convertible Debt | 2026 Notes        
Debt Instrument [Line Items]        
Aggregate principal $ 517,500,000   $ 517,500,000  
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 | equity_instrument 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) 100.00%      
Threshold trading days in consideration of note conversion | day 20      
Threshold consecutive trading days in analysis of conversion price | day 30      
Threshold percentage of stock price if converted 130.00%      
Threshold for five day period, product of sale price of common stock and conversion rate of notes 98.00%      
Remaining amortization period for debt discount and debt issuance costs     5 years 10 months 24 days  
Effective interest rate (percent)     6.61%  
Other expense, ent        
Debt Instrument [Line Items]        
Interest expense     $ 14,600,000  
XML 68 R53.htm IDEA: XBRL DOCUMENT v3.20.4
Convertible Senior Notes and Capped Call Transactions - Carrying Amount and Interest Expense (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Interest Expense:      
Amortization of issuance costs $ 1,340 $ 956 $ 0
Amortization of debt discount 11,564 7,605 $ 0
Convertible Debt | Convertible Senior Notes      
Carrying Amount of Liability Component:      
Principal 747,500 230,000  
Unamortized discount (196,269) (45,295)  
Unamortized issuance costs (12,799) (5,693)  
Net carrying amount 538,432 179,012  
Carrying Amount of Equity Component:      
Proceeds allocated to the conversion options (debt discount) 215,434 52,900  
Issuance costs (5,783) (1,986)  
Net carrying amount 209,651 50,914  
Interest Expense:      
Contractual interest expense 1,725 1,438  
Amortization of issuance costs 1,340 956  
Amortization of debt discount 11,564 7,605  
Total interest expense $ 14,629 $ 9,999  
XML 69 R54.htm IDEA: XBRL DOCUMENT v3.20.4
Acquisitions (Details) - USD ($)
$ in Thousands
1 Months Ended 12 Months Ended
Oct. 31, 2018
Sep. 30, 2018
Jan. 31, 2018
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Business Acquisition [Line Items]            
Payment related to contingent consideration       $ 0 $ 487 $ 0
Goodwill acquired in acquisition         0  
AdvantageTec            
Business Acquisition [Line Items]            
Aggregate purchase price $ 11,200          
Cash payment in acquisition 6,000          
Equity consideration in acquisition 4,300          
Potential earn-out consideration payments based on achieving targets 900          
Re-measurement to fair value increase (decrease)         200  
Payment related to contingent consideration         500  
Goodwill acquired in acquisition 9,100          
Intangible assets acquired $ 2,200          
Contingent Earn Out Settled In Stock       300    
Conversable Inc            
Business Acquisition [Line Items]            
Aggregate purchase price   $ 5,700        
Cash payment in acquisition   1,300        
Equity consideration in acquisition   2,900        
Potential earn-out consideration payments based on achieving targets   1,500        
Re-measurement to fair value increase (decrease)         500  
Goodwill acquired in acquisition   5,500        
Assets acquired liabilities assumed, net liability   (300)        
Intangible assets acquired   $ 500        
BotCentral            
Business Acquisition [Line Items]            
Equity consideration in acquisition     $ 1,000      
Business acquisition transaction costs     $ 200      
Intangible assets acquired           $ 200
Contingent earn-out | AdvantageTec            
Business Acquisition [Line Items]            
Re-measurement to fair value increase (decrease)       (263) 168  
Contingent earn-out | Conversable Inc            
Business Acquisition [Line Items]            
Re-measurement to fair value increase (decrease)       $ 0 $ (496)  
XML 70 R55.htm IDEA: XBRL DOCUMENT v3.20.4
Fair Value Measurements - Narrative (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Conversable Inc and AdvantageTec      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Contingent earn-out     $ 2,400
AdvantageTec      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Re-measurement to fair value increase (decrease)   $ 200  
Contingent earn-out      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Contingent earn-out decrease during the period $ (600)    
Equity issued as payment related to contingent consideration 300    
Contingent earn-out | AdvantageTec      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Re-measurement to fair value increase (decrease) (263) $ 168  
Level 2 | Recurring | Convertible senior note      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Convertible senior note net $ 557,500    
XML 71 R56.htm IDEA: XBRL DOCUMENT v3.20.4
Fair Value Measurements - Assets and Liabilities Measured at Fair Value (Details) - Recurring - USD ($)
$ in Thousands
Dec. 31, 2020
Dec. 31, 2019
Assets:    
Total assets $ 328,195 $ 2,899
Liabilities:    
Total liabilities 0 557
Money market funds    
Assets:    
Money market funds 328,195 2,899
Contingent earn-out    
Liabilities:    
Contingent earn-out 0 557
Level 1    
Assets:    
Total assets 328,195 2,899
Liabilities:    
Total liabilities 0 0
Level 1 | Money market funds    
Assets:    
Money market funds 328,195 2,899
Level 1 | Contingent earn-out    
Liabilities:    
Contingent earn-out 0 0
Level 2    
Assets:    
Total assets 0 0
Liabilities:    
Total liabilities 0 0
Level 2 | Money market funds    
Assets:    
Money market funds 0 0
Level 2 | Contingent earn-out    
Liabilities:    
Contingent earn-out 0 0
Level 3    
Assets:    
Total assets 0 0
Liabilities:    
Total liabilities 0 557
Level 3 | Money market funds    
Assets:    
Money market funds 0 0
Level 3 | Contingent earn-out    
Liabilities:    
Contingent earn-out $ 0 $ 0
XML 72 R57.htm IDEA: XBRL DOCUMENT v3.20.4
Fair Value Measurements - Level 3 Liabilities (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Conversable Inc    
Change in Fair Value of Level 3 Liability:    
Fair value adjustments   $ 500
AdvantageTec    
Change in Fair Value of Level 3 Liability:    
Fair value adjustments   200
Contingent earn-out    
Change in Fair Value of Level 3 Liability:    
Balance, Beginning of year $ 557 2,372
Payments (294) (1,487)
Balance, End of year 0 557
Contingent earn-out | Conversable Inc    
Change in Fair Value of Level 3 Liability:    
Fair value adjustments 0 (496)
Contingent earn-out | AdvantageTec    
Change in Fair Value of Level 3 Liability:    
Fair value adjustments $ (263) $ 168
XML 73 R58.htm IDEA: XBRL DOCUMENT v3.20.4
Commitments and Contingencies - Leases Narrative (Details)
$ in Thousands
12 Months Ended
Dec. 31, 2020
USD ($)
lease
Dec. 31, 2019
USD ($)
Dec. 31, 2018
USD ($)
Lessee, Lease, Description [Line Items]      
Lease expense $ 13,509 $ 12,984  
Number of leases abandoned | lease 14    
Lease expense for operating leases $ 13,500 $ 13,000 $ 10,900
Transition To Employee Centric Model      
Lessee, Lease, Description [Line Items]      
Lease restructuring expenses 24,300    
Other non-recurring expense $ 5,100    
Minimum      
Lessee, Lease, Description [Line Items]      
Finance lease initial terms 1 year    
Finance leases remaining lease term 1 year    
Operating leases remaining lease term 1 year    
Maximum      
Lessee, Lease, Description [Line Items]      
Finance lease initial terms 12 years    
Finance leases remaining lease term 5 years    
Operating leases remaining lease term 5 years    
XML 74 R59.htm IDEA: XBRL DOCUMENT v3.20.4
Commitments and Contingencies - Supplemental Cash Flow Information (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Commitments and Contingencies Disclosure [Abstract]      
Operating cash flows for operating leases $ 4,901 $ 6,963  
Operating cash flows for finance leases 88 0  
Financing cash flows for finance leases $ 1,154 $ 0 $ 0
XML 75 R60.htm IDEA: XBRL DOCUMENT v3.20.4
Commitments and Contingencies - Components of Lease Costs (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Components of Lease Costs    
Finance lease, amortization of right-of-use assets $ 772 $ 0
Finance lease, interest 88 0
Operating lease cost 12,649 12,984
Total lease cost $ 13,509 $ 12,984
XML 76 R61.htm IDEA: XBRL DOCUMENT v3.20.4
Commitments and Contingencies - Supplemental Balance Sheet Information (Details) - USD ($)
$ in Thousands
Dec. 31, 2020
Dec. 31, 2019
Operating Leases    
Right-of-use asset, net $ 614 $ 15,680
Current operating lease liability 5,718 6,602
Long term operating lease liability 7,180 12,865
Total operating lease liability $ 12,898 $ 19,467
Operating leases, weighted average remaining lease term (in years) 3 years 3 years 6 months
Operating leases, weighted average discount rate (percent) 7.00% 7.00%
Finance Leases    
Right-of-use asset, net $ 10,045 $ 0
Current finance lease liability 3,488 0
Long term finance lease liability 6,176 0
Total finance lease liability $ 9,664 $ 0
Finance leases, weighted average remaining lease term (in years) 2 years 9 months 18 days  
Finance leases, weighted average discount rate (percent) 4.00%  
XML 77 R62.htm IDEA: XBRL DOCUMENT v3.20.4
Commitments and Contingencies - Future Minimum Lease Payments (Details) - USD ($)
$ in Thousands
Dec. 31, 2020
Dec. 31, 2019
Operating Leases Future Minimum Lease Payments    
2021 $ 6,377  
2022 3,804  
2023 1,955  
2024 1,166  
2025 632  
Thereafter 263  
Total minimum lease payments 14,197  
Less: present value adjustment (1,299)  
Total operating lease liability 12,898 $ 19,467
Finance Leases Future Minimum Lease Payments    
2021 3,814  
2022 3,814  
2023 2,572  
2024 0  
2025 0  
Thereafter 0  
Total minimum lease payments 10,200  
Less: present value adjustment (536)  
Total finance lease liability $ 9,664 $ 0
XML 78 R63.htm IDEA: XBRL DOCUMENT v3.20.4
Commitments and Contingencies - Employee Benefit Plans, Letters of Credit, and Non-Income Related Taxes (Details)
12 Months Ended
Dec. 31, 2020
USD ($)
draw
Dec. 31, 2019
USD ($)
Dec. 31, 2018
USD ($)
Mar. 31, 2020
USD ($)
Other Commitments [Line Items]        
Employer matching contribution, percent of match     50.00%  
Employer matching contribution percent of eligible compensation     5.00%  
Employer contribution limit     $ 6,000  
Employer contribution vesting period     5 years  
Employer matching contributions $ 3,100,000 $ 3,200,000 $ 1,600,000  
Estimated sales tax liability, including interest, minimum       $ 2,500,000
Estimated sales tax liability, including interest, maximum       6,300,000
Accrued sales tax, including interest       $ 2,500,000
Letter of Credit        
Other Commitments [Line Items]        
Number of draws | draw 2      
Proceeds from amounts drawn against letters of credit $ 1,800,000      
Letter of Credit | LOC for office space        
Other Commitments [Line Items]        
Letters of credit outstanding 100,000      
Letter of Credit | LOC for security deposit        
Other Commitments [Line Items]        
Letters of credit outstanding $ 100,000      
Match Step One        
Other Commitments [Line Items]        
Employer matching contribution, percent of match 100.00%      
Employer matching contribution percent of eligible compensation 3.00%      
Match Step Two        
Other Commitments [Line Items]        
Employer matching contribution, percent of match 50.00%      
Employer matching contribution percent of eligible compensation 2.00%      
XML 79 R64.htm IDEA: XBRL DOCUMENT v3.20.4
Stockholders' Equity - Narrative (Details) - USD ($)
$ / shares in Units, $ in Thousands
1 Months Ended 12 Months Ended
Jun. 11, 2020
Apr. 11, 2019
Feb. 13, 2019
Oct. 29, 2018
Jul. 31, 2018
Apr. 25, 2018
Apr. 30, 2017
Jun. 07, 2012
Nov. 30, 2019
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2009
Dec. 31, 2000
Mar. 31, 2019
Jan. 31, 2018
Jun. 30, 2010
Dec. 31, 1998
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                                    
Increase in common stock authorized (in shares)                 100,000,000                  
Common stock, shares authorized (in shares)                   200,000,000 200,000,000              
Common stock, shares issued (in shares)                   70,264,265 66,543,073              
Common stock, shares outstanding (in shares)                   67,554,435 63,833,243              
Common stock, par value (in dollars per share)                   $ 0.001 $ 0.001       $ 0.001      
Preferred stock, shares authorized (in shares)                   5,000,000 5,000,000              
Preferred stock, shares issued (in shares)                   0 0              
Preferred stock, shares outstanding (in shares)                   0 0              
Preferred stock, par value (in dollars per share)                   $ 0.001 $ 0.001              
Weighted average fair value of stock options granted (in dollars per share)                   $ 13.84 $ 12.12 $ 6.60            
Dividend yield                   0.00% 0.00% 0.00%            
Expected life (in years)                   5 years 5 years 5 years            
Fair value of stock options exercised                   $ 10,000 $ 8,000              
Accrual during period for cash awards related to bonus                   20,400                
Accrual during period for cash awards                     19,000              
Accrual during period for cash awards related to achievement of long-term incentive plan awards                   8,900                
Stock-based compensation expense                   $ 65,946 $ 44,105 $ 14,841            
2010 Employee Stock Purchase Plan                                    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                                    
Shares of common stock authorized and reserved for issuance (in shares)             2,000,000                   1,000,000  
Increase in number of shares of common stock available for issuance (in shares)             1,000,000                      
Shares of common stock available for issuance (in shares)                   800,000                
2019 Employee Stock Purchase Plan                                    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                                    
Increase in number of shares of common stock available for issuance (in shares)                   1,000,000                
2018 Plan                                    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                                    
Shares of common stock authorized and reserved for issuance (in shares)                     3,368,048         1,500,000    
Increase in number of shares of common stock available for issuance (in shares)     618,048 250,000 500,000 500,000                        
Stock option                                    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                                    
Unrecognized compensation cost                   $ 17,900                
Weighted average recognition period of unrecognized compensation cost                   2 years 6 months                
Stock option | 1998 Plan                                    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                                    
Shares of common stock authorized and reserved for issuance (in shares)                                   5,850,000
Stock option | 2000 Plan                                    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                                    
Shares of common stock authorized and reserved for issuance (in shares)                           10,000,000        
Increase in number of shares of common stock available for issuance (in shares)                           4,150,000        
Stock option | 2009 Plan                                    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                                    
Increase in number of shares of common stock available for issuance (in shares)                         6,000,000          
Stock option | 2009 Amended Plan                                    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                                    
Shares of common stock authorized and reserved for issuance (in shares)   35,067,744                                
Increase in number of shares of common stock available for issuance (in shares) 3,000,000 4,250,000         4,000,000 4,250,000                    
Stock option term (in years)                   10 years                
Shares of common stock available for issuance (in shares)                   3,300,000                
Stock option | 2018 Plan                                    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                                    
Shares of common stock available for issuance (in shares)                   1,200,000                
RSUs                                    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                                    
Unrecognized compensation cost                   $ 66,800                
Weighted average recognition period of unrecognized compensation cost                   2 years 9 months 18 days                
RSUs | Minimum                                    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                                    
Vesting period (in years)                   3 years                
RSUs | Maximum                                    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                                    
Vesting period (in years)                   4 years                
XML 80 R65.htm IDEA: XBRL DOCUMENT v3.20.4
Stockholders' Equity - Weighted Average Assumption (Details)
12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Weighted average assumptions      
Dividend yield 0.00% 0.00% 0.00%
Risk-free interest rate, minimum 0.26% 1.66% 2.50%
Risk-free interest rate, maximum 0.66% 3.05% 3.10%
Expected life (in years) 5 years 5 years 5 years
Historical volatility, minimum 46.50% 43.42% 43.50%
Historical volatility, maximum 53.91% 44.00% 48.40%
XML 81 R66.htm IDEA: XBRL DOCUMENT v3.20.4
Stockholders' Equity - Stock Option Activity (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Options      
Options outstanding, beginning balance (in shares) 5,799 6,266 7,959
Granted (in shares) 737 1,425 2,033
Exercised (in shares) (1,683) (1,523) (3,120)
Cancelled or expired (in shares) (521) (369) (606)
Options outstanding, ending balance (in shares) 4,332 5,799 6,266
Options vested and expected to vest 1,470 5,096 5,550
Options exercisable 2,280 2,901 3,278
Weighted Average Exercise Price      
Options outstanding, beginning balance (in dollars per share) $ 16.57 $ 12.13 $ 10.71
Granted (in dollars per share) 31.21 29.76 15.00
Exercised (in dollars per share) 12.69 11.12 10.70
Cancelled (in dollars per share) 23.27 14.76 10.03
Options outstanding, ending balance (in dollars per share) 19.78 16.57 12.13
Options vested and expected to vest (in dollars per share) 23.88 15.29 11.89
Options exercisable (in dollars per share) $ 14.80 $ 12.03 $ 11.12
Weighted Average Remaining Contractual Term (in years)      
Options outstanding 6 years 9 months 14 days 6 years 9 months 14 days 6 years 6 months 18 days
Options vested and expected to vest 8 years 2 months 8 days 6 years 5 months 26 days 6 years 3 months 10 days
Options exercisable 5 years 4 months 24 days 4 years 11 months 12 days 4 years 7 months 20 days
Aggregate Intrinsic Value      
Options outstanding $ 183,825 $ 119,064 $ 43,348
Options vested and expected to vest 56,382 110,934 39,521
Options exercisable $ 108,128 $ 72,424 $ 25,367
XML 82 R67.htm IDEA: XBRL DOCUMENT v3.20.4
Stockholders' Equity - Restricted Stock Unit Activity (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Restricted Stock Units        
Expected to vest (shares) 1,939      
Weighted Average Grant Date Fair Value (Per Share)        
Expected to vest (in dollars per share) $ 26.17      
Aggregate Fair Value        
Expected to vest $ 120,674      
RSUs        
Restricted Stock Units        
Beginning balance (shares) 3,049 2,690 873  
Awarded (shares) 2,530 1,979 2,568  
Released (shares) (1,906) (1,197) (361)  
Forfeited (shares) (723) (423) (390)  
Ending balance (shares) 2,950 3,049 2,690  
Weighted Average Grant Date Fair Value (Per Share)        
Beginning balance (in dollars per share) $ 24.73 $ 15.81 $ 8.29  
Awarded (in dollars per share) 26.51 30.99 17.02  
Released (in dollars per share) 23.40 14.24 9.49  
Forfeited (in dollars per share) 25.19 20.28 9.49  
End balance (in dollars per share) $ 27.00 $ 24.73 $ 15.81  
Aggregate Fair Value        
Non-vested and outstanding $ 183,781 $ 112,848 $ 50,756 $ 10,053
XML 83 R68.htm IDEA: XBRL DOCUMENT v3.20.4
Income Taxes - Narrative (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Operating Loss Carryforwards [Line Items]      
Valuation allowance on deferred tax assets $ 55,357 $ 48,451 $ 30,200
Increase in valuation allowance recorded as an expense 35,100 25,000  
Decrease in valuation allowance charged to equity 28,200 6,700  
Unrecognized tax benefits 3,615 $ 2,053 $ 1,921
Refund claims related to prior years 600    
Federal      
Operating Loss Carryforwards [Line Items]      
Operating loss carryforwards 311,700    
Operating loss carryforwards generated in taxable years ending on or before December 31 2017 41,200    
Net operating loss carryforwards, not subject to expiration 270,400    
Federal | Expiration between 2023 and 2026      
Operating Loss Carryforwards [Line Items]      
Net operating loss carryforwards, subject to expiration 6,000    
Federal | Expiration between 2036 and 2037      
Operating Loss Carryforwards [Line Items]      
Net operating loss carryforwards, subject to expiration 35,200    
Federal | Proficient      
Operating Loss Carryforwards [Line Items]      
Operating loss carryforwards 5,100    
Foreign      
Operating Loss Carryforwards [Line Items]      
Increase in valuation recorded 6,900    
Foreign | Australian Taxation Office      
Operating Loss Carryforwards [Line Items]      
Operating loss carryforwards 2,000    
State      
Operating Loss Carryforwards [Line Items]      
Operating loss carryforwards 221,900    
Net operating loss carryforwards, not subject to expiration 47,300    
State | Expiration between 2023 and 2040      
Operating Loss Carryforwards [Line Items]      
Net operating loss carryforwards, subject to expiration $ 174,600    
XML 84 R69.htm IDEA: XBRL DOCUMENT v3.20.4
Income Taxes - Domestic and Foreign Components of Income Before Provision for Income Taxes (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Income Tax Contingency [Line Items]      
United States $ (113,689) $ (105,961) $ (38,078)
(Loss) income before provision for (benefit from) income taxes (105,128) (93,226) (24,174)
Israel      
Income Tax Contingency [Line Items]      
Foreign 2,214 2,791 3,163
United Kingdom      
Income Tax Contingency [Line Items]      
Foreign 536 5,377 3,690
Netherlands      
Income Tax Contingency [Line Items]      
Foreign 3,398 (465) 3,235
Australia      
Income Tax Contingency [Line Items]      
Foreign 1,663 716 686
Germany      
Income Tax Contingency [Line Items]      
Foreign 243 3,854 2,900
Other      
Income Tax Contingency [Line Items]      
Foreign $ 507 $ 462 $ 230
XML 85 R70.htm IDEA: XBRL DOCUMENT v3.20.4
Income Taxes - Schedule of Provision for Income Taxes (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Current income taxes:      
Current income taxes, U.S. Federal $ (581) $ (452) $ (1,932)
Current income taxes, State and local 59 89 67
Current income taxes, Foreign 2,408 4,415 3,032
Total current income taxes 1,886 4,052 1,167
Deferred income taxes:      
Deferred income taxes, U.S. Federal (151) 126 (295)
Deferred income taxes, State and local 459 135 (28)
Deferred income taxes, Foreign 272 (1,468) 14
Total deferred income taxes 580 (1,207) (309)
Total income taxes $ 2,466 $ 2,845 $ 858
XML 86 R71.htm IDEA: XBRL DOCUMENT v3.20.4
Income Taxes - Schedule of Reconciliations of Federal Statutory Tax Rate to Effective Income Tax Rate (Details)
12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Income Tax Disclosure [Abstract]      
Federal statutory rate 21.00% 21.00% 21.00%
State taxes, net of federal benefit 4.82% 2.95% 3.30%
Non-deductible expenses – stock based compensation (1.21%) 1.82% 4.73%
Global Intangible Low Tax Income Inclusion 0.00% (2.29%) (7.99%)
Non-deductible expenses – Other 0.14% (0.37%) (0.28%)
Non-deductible excess compensation (5.52%) (1.20%) (2.30%)
Foreign taxes (3.98%) (1.86%) (1.34%)
Valuation allowance (30.87%) (26.42%) (28.91%)
Stock based compensation - excess tax benefit 9.93% 6.18% 6.10%
Other 3.34% (2.86%) 2.09%
Total provision (2.35%) (3.05%) (3.60%)
XML 87 R72.htm IDEA: XBRL DOCUMENT v3.20.4
Income Taxes - Schedule of Federal Deferred Tax Assets and Deferred Tax Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Deferred tax assets:      
Net operating loss carryforwards $ 78,651 $ 49,423  
Foreign Tax Credit 1,222 0  
Original Issue Discount 16,464 5,201  
Interest 1,986 875  
Operating lease liability 5,150 3,306  
Accounts payable and accrued expenses 7,289 5,934  
Non-cash compensation 7,401 4,195  
Intangibles amortization 3,620 3,273  
Allowance for doubtful accounts 954 419  
Total deferred tax assets 122,737 72,626  
Less valuation allowance (55,357) (48,451) $ (30,200)
Deferred tax assets, net of valuation allowance 67,380 24,175  
Deferred tax liabilities:      
Property and equipment (10,048) (6,361)  
Goodwill amortization and contingent earn-out adjustments (5,294) (3,430)  
Convertible Notes Issuance (49,118) (11,055)  
Operating lease right of use asset (2,511) (2,504)  
Total deferred tax liabilities (66,971) (23,350)  
Net deferred tax assets (liabilities) $ 409 $ 825  
XML 88 R73.htm IDEA: XBRL DOCUMENT v3.20.4
Income Taxes - Schedule of Unrecognized Tax Benefits (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]    
Unrecognized tax benefits balance at January 1 $ 2,053 $ 1,921
Gross decrease for tax positions of prior years (438) 0
Gross increase for tax positions of current years 2,984 584
Decrease due to expiration of statue 0 (452)
Decrease due to settlement (984) 0
Gross unrecognized tax benefits at December 31 $ 3,615 $ 2,053
XML 89 R74.htm IDEA: XBRL DOCUMENT v3.20.4
Restructuring Costs - Narrative (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Restructuring and Related Activities [Abstract]      
Restructuring charges $ 29,420 $ 2,043 $ 4,468
Restructuring liability $ 4,732 $ 314 $ 977
XML 90 R75.htm IDEA: XBRL DOCUMENT v3.20.4
Restructuring Costs -Liability for Restructuring Charges (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Restructuring Reserve [Roll Forward]    
Balance, Beginning of the year $ 314 $ 977
Lease restructuring costs 5,034 0
Severance and other associated costs 5,090 2,043
Cash payments (5,706) (2,706)
Balance, End of year $ 4,732 $ 314
XML 91 R76.htm IDEA: XBRL DOCUMENT v3.20.4
Restructuring Costs - Restructuring Charges (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Restructuring Cost and Reserve [Line Items]      
Restructuring costs $ 29,420 $ 2,043 $ 4,468
Lease restructuring costs      
Restructuring Cost and Reserve [Line Items]      
Restructuring costs 24,330 0 0
ROU assets write down      
Restructuring Cost and Reserve [Line Items]      
Restructuring costs 13,938 0 0
Abandonment of property and equipment      
Restructuring Cost and Reserve [Line Items]      
Restructuring costs 5,147 0 0
Other lease restructuring costs      
Restructuring Cost and Reserve [Line Items]      
Restructuring costs 5,245 0 0
Severance and other associated costs      
Restructuring Cost and Reserve [Line Items]      
Restructuring costs $ 5,090 $ 2,043 $ 4,468
EXCEL 92 Financial_Report.xlsx IDEA: XBRL DOCUMENT begin 644 Financial_Report.xlsx M4$L#!!0 ( / X:%('04UB@0 +$ 0 9&]C4')O<',O87!P+GAM M;$V./0L",1!$_\IQO;=!P4)B0-!2L+(/>QLOD&1#LD)^OCG!CVX>;QA&WPIG M*N*I#BV&5(_C(I(/ !47BK9.7:=N')=HI6-Y #OGDK7A.YNJQ<&4GPZ4A!0W_J=0U[R;UEA_6\#MI7E!+ P04 M " #P.&A21\!"+.\ K @ $0 &1O8U!R;W!S+V-O&ULS9)- M:L,P$$:O4K2W1[:A*<+Q)B6K% H-M'0GI$DB:OT@3;%S^\INXE#: Q2TT,9##=C;9W2:BP9B>B( "2.J&5J&UL[5I;<]HX%'[OK]!X9_9M"\8V@;:T$W-I=MNTF83M M3A^%$5B-;'EDD81_OTV23;J;/ 0LZ?O.14?GZ#AY\^XN8NB&B)3R M> +]O6N[!3+ MUES@6QHO(];JM-O=5H1I;*$81V1@?5XL:$#05%%:;U\@M.4?,_@5RU2-9:,! M$U=!)KF(M/+Y;,7\VMX^9<_I.ATR@6XP&U@@?\YOI^1.6HCA5,+$P&IG/U9K MQ]'22(""R7V4!;I)]J/3%0@R#3LZG5C.=GSVQ.V?C,K:=#1M&N#C\7@XMLO2 MBW A(5M>5 TR M6'!VULS2 Y9>*?IUE!K9';O=05SP6.XYB1'^QL4$UFG2&98T1G*=D 4. #?$ MT4Q0?*]!MHK@PI+27)#6SRFU4!H(FLB!]4>"(<7K;YH] M5Z%82=J$^!!&&N*<<^9ST6S[!Z5&T?95O-RCEU@5 9<8WS2J-2S%UGB5P/&M MG#P=$Q+-E L&08:7)"82J3E^34@3_BNEVOZKR2.FJW"$2M"/F(9 M-AIRM1:!MG&IA&!:$L;1>$[2M!'\6:PUDSY@R.S-D77.UI$.$9)>-T(^8LZ+ MD!&_'H8X2IKMHG%8!/V>7L-)P>B"RV;]N'Z&U3-L+([W1]072N0/)J<_Z3(T M!Z.:60F]A%9JGZJ'-#ZH'C(*!?&Y'C[E>G@*-Y;&O%"N@GL!_]':-\*K^(+ M.7\N?<^E[[GT/:'2MSAD6R4)RU3393>* M$IY"&V[I4_5*E=?EK[DHN#Q;Y.FOH70^+,_Y/%_GM,T+,T.WF)&Y M"M-2D&_#^>G%>!KB.=D$N7V85VWGV-'1^^?!4;"C[SR6'<>(\J(A[J&&F,_# M0X=Y>U^89Y7&4#04;6RL)"Q&MV"XU_$L%.!D8"V@!X.O40+R4E5@,5O& RN0 MHGQ,C$7H<.>77%_CT9+CVZ9EM6ZO*7<9;2)2.<)IF!-GJ\K>9;'!51W/55OR ML+YJ/;053L_^6:W(GPP13A8+$DACE!>F2J+S&5.^YRM)Q%4XOT4SMA*7&+SC MYL=Q3E.X$G:V#P(RN;LYJ7IE,6>F\M\M# DL6XA9$N)-7>W5YYNTB42%(JP# 4A M%W+C[^^3:G>,U_HL@6V$5#)DU1?*0XG!/3-R0]A4)?.NVB8+A=OB5,V[&KXF M8$O#>FZ=+2?_VU[4/;07/4;SHYG@'K.' MYA,L0Z1^P7V*BH 1JV*^NJ]/^26<.[1[\8$@F_S6VZ3VW> ,?-2K6J5D*Q$_ M2P=\'Y(&8XQ;]#1?CQ1BK::QK<;:,0QY@%CS#*%F.-^'19H:,]6+K#F-"F]! MU4#E/]O4#6CV#30,9FV-J/D3@H\W/[O#;#"Q([A[8N_ 5!+ P04 M" #P.&A2\S?%1'0& "S&0 & 'AL+W=O*,']S"B.NLQQ!MV8ATGKXBR[-E<79S(U49B(N2(Z MC6.N7BY%)+?G+=K:7[@+UX&Q%[H79QN^%@MAOFSF"LZZ!8H?QB+1H4R($JOS MUIA^N'*'UB![XFLHMOK@F-BA+*5\M"=3_[SE6$8B$IZQ$!S^/8F)B"*+!#R^ MYZ"MXIW6\/!XCWZ3#1X&L^1:3&3T+?1-<-X:M8@O5CR-S)W<_B[R ?4MGB*DV,LZ-@4$<)KO__#EWQ('!R#EBP'(#]LJ 'GN#FQNXKPWZ M1PQZN4$O\\QN*)D?KKCA%V=*;HFR3P.:/"6\$^+2-F$.(T*7J.&@:0X*'DFQ,>G M$<=:\4AC\WA:<#I%<:X3$YH7<%4DR"R-ET)5<<$Q',?IN [M83ZB3JF03A-& M=V(=VC4,[IKQN'+>:H!NIU^OY]=WB\^S-IG.)B<8NP/]IDW836 :%<36%$3X MF7P4+Y7\<"AP&Z4..SUU,6:L9,::1==AV-_ 15W)#0>K68FTE&/J_B=6N5P< MYX7#W3Q@K$I%I[@FCX&2OZ,5\74E#QR@;OG14M8IKL=Y0$T33RJ0 FY5H4T6 M!K2*2$4F,H5(@X"3?O4:J,D:UQC)4NPIKM$YR7O^3*8^N"U\,^N8?!!F3\)))4 MM$D?CF\B*15&NYDD]AXE7[$\><86N7E?F!-)P*#L HPXB4R8#A^GTK,[$-9(*E]1J0@7/:Z<&.%F-4)@*&*_=] M:*#$D"M"V;OE>[(07JK 6Y6T<*2)C&-0GH61WF.;;"#+/?$H%>2M69DI&"[T4*KY8;(FBY=X*:-*MCC [7PQPYB4B8+A4K[W&+E^]@*> MK,71NJ@&:#9>7(W_Q#B5>8$UR@O?1!1U'A/0+9A7KB'H?#+5.CT2=3CF3&+4 MRH3 &B6$KS*"!,K5KL15E35'#1).J)1[UDCN]YN37>&?A19H:W4Q5(/X(#3& MK!1[UDCLIXD1:M<8LELEOJ=:R0Q'Q)FYI=:[C;0^FSHR@12TEJI2,FIP;KF" M]3+V/ % ./O(#&.I>:[C78$BYA'$;E,-=S6E;-9@U-74KJE^+NX;N>,KF.A MUC; ?@,$J%Q -S<\J78?#EA+[: [@VOW=')S1\:I'QJH)<;&",C=61UYK ZO MP:OI9KBESKNX3.]G,0 I0SWU__8%;BGW;J-]P3Q=1J%GJTY>M1"O,3MT*D22168.J<#"%X+ MP>[$R$W6,U]*8V2<'0:"@[?L W!_):79G]@7%-]I+OX%4$L#!!0 ( / X M:%*<^F"K!@< ( ; 8 >&PO=V]R:W-H965T&ULK5EM M;]LV$/XKA!=L*^#4(JDWMTF O&T-UBU=G&[81T:B8Z&RZ(J4D^S7[T@[DBU2 M3 +L@Q/)OCL]1][= 6_ MS$6]9 INZ_N)7-6Y+?7(D&E46%?]2(]DLEZQ^ M.N.E>#@>X='S%S?%_4+I+R8G1RMVSV=%NTEK)BR6O9"$J5//Y\>@4 M?SBGL58P$G\5_$'N7"/MRIT0W_3-57X\"C0B7O),:1,,_JWY.2]+;0EP?-\: M';7/U(J[U\_6?S'.@S-W3/)S4?Y=Y&IQ/$I'*.=SUI3J1CQ\XEN'(FTO$Z4T M?]'#5C88H:R12BRWRH!@652;_^QQNQ ["C@<4"!;!?):!;I5H,;1#3+CU@53 M[.2H%@^HUM)@35^8M3':X$U1Z6V0H9>,H%S]XCBL>( M!"1PJ)^_6AU/]]4GX&_K-&F=)L8>'7+ZZ\W-Y1^WZ'0VN[R=??!8I*U%:BR& M0Q:97"!8&Y3I"_Z]*=:LY)5RKM7&5&1,Z31;G\11B"-R-%GOKHDMAI,X(K05 MVT,:MDA#+]+3+!,- (,4B^9.S9L24FVK M B('T9B&H7'U@(Z#)!CKT-#;:K[3&S0&TW+%37Z63ZX%V"",=SQ+@W#'L8W_ M#JDDUN'C*/4 @EEP:U4 M>0[;5-6P98E)R]\9%%B(, ML.,>;H<4G<:A&W?]HNS2RR1XCA1[]*3YULI> @?4 NF0PLET &/'==A/=M>F7'K 47O;DIUDW8)S M284#91)W](;]_+8IE!YP-JU@:'E#>_%LP0B3! \4'=PQ$(Y>U7U\OCH]N_I\ M=7MUZ6U!<$<1V,\1+;6OV)/F=:?[=N7'(<;](N82(S08RKR.(+"?(0!BW7 O M_98%NRM*J'#-_M:W;?.S RM1:UYV@K?I(@RF?>0. M(3H0L61GUO$S"K0.:^AR-"$CR:L".OM** \Y$YLU(IK:!=(A!^02#-$SZ?B% MO(9?7@H'FSYB&O3[1H=4,H2OHQCBIYC!!'M31-CT GG7+V,.*4S2H2:-=!Q$ M_&/07IOA+1#$,<[$Q(H%U] 3#<'L&(V\9NIY*1(<,T],H!GK8[3E:!SB9 AE M1VK$3VKG8KDLE)X=-GR60;,.T<&K; BQUYX^N?L@5RSCQZ,5C-*\7O/1"7(= MF_P/AO9][GB0I-XF9G9[??[;I^O/%Y@01>,@"/0'R06K=1O1J(6HBW]Y#CDH*HX* M*:'/<"Z^S656UOE$]L^'.JZC?J[300(SV[!/9..1\6ISE!+XO$R",8E#^$1& M.H['4:@/9.BS\&8%QIM?DW$4A>.0;H7I.*5T3,)66#1*PMB6ZZ+&S$'/!<_X M\@[J\/.QW1O.=ZA-P5:#YI")!Z8GVE$T]5/T:9Z;T1B*AC[E.2Q@2&:K HJ( M$Z;-MS&-XL0ZB'/QMYY M)WJ;?@_[1VA^F7W4.T>=?GJ&'KY9-J4Y,<[YO,@*9QM!;>H]I%.S#MV4. MPX@,#+*THVCJI^@-]YG(6(@RY[7\\8<4QO>/YJC*3=;4IF%(\BGMMT4..1RF M$1V@0MH1-GTC89NJ\48G8OO@VSFA.P2=$_IDY_6(?C?U.ZOOBTI"]S8'Q>!] M A;JS>N>S8T2*_/&Y$XH)9;FJ EVB)"D2Y)V4F_ MOD/*4;TOK0\V*;TW\]YX*$UO*=6S+BDUZ*7B0O>]TICY>]_7>4DKHN_DG JX M,Y6J(@:V:N;KN:*D<*2*^R'&J5\1)KQ!SUT;J4%/UH8S04<*Z;JJB'I]H%PN M^U[@O5UX8K/2V O^H##P-'<(AO MC"[UVAI9*Q,IG^WF4]'WL%5$.B2&#GI)+I"P:HMF%JXUC M@QLF[-\X-@KN,N"9P5 *+3DKB*$%>B"ZK M<),E<5GL85T,DBB.>_YBO8Z[H AGN 5M&(A; _%1 R,X:%0IZ!?HSOSY%LV) M0@O":XJNH2T*R3E1<I/"U*Z*";?>J;%-F:,'R'<; E_Q1J0W_2ZD\NT^]4 M:D1J4TK%?L,-ZZ.YNE=\$S]=+SUVGRWYIW$;!M+60/I/!IC6]6GQZ8ZH;=G' M$!N"LU9P=E3P4%85'*/_:)?LK'8YA=H0WVG%=RX0?W&O=':*&6*\MUO.06XX MZ+8.NI<[.*]9NCN:,ARF<9@F6^)W@6F:Q/"PB?9K#_#?%Q2^7#T,)-K NX>) MV2D+J_ ;TK(DB>-HV\,^9-2)HC ^9&+M+1L<-?$%1BQ=J]\R>&:I9O1I-D;.W?0PD09F M$;M$" M32Q2U"E(#"3V'@JTVR!IMQ>+O5 LVA8BB5Z2=K+[]#N4',DF*3:YB2WGGQ&_ M(3F_Q,LG+A[EAC&%GNNJD5>3C5+;B^E4+C>LSN4YW[(&_K/BHLX57(KU5&X% MRXLVJ*ZF) CB:9V7S61VV?YV*V:7?*>JLF&W LE=7>?BWQM6\:>K"9Z\_'!7 MKC=*_S"=76[S-;MGZOOV5L#5M,]2E#5K9,D;)-CJ:G*-+Q8DU@&MXL^2/30(^(56RI=(H"?AO"7%J-N>-Y%59Y(H5Z%[!!TRJDHBOT-'(G.T/?[!7K_[@-ZA\H&?=OPG[Z>Y'1NZ'"?K" M&[61Z)>F8,5I@BD,OB<@+P0WQ)MQP9;G*,0?$0E(X!C0_-7A.'.$+UX?GGIH MPGX^PC9?.)+O4[/D-1MF OUU_2"5@.WQMR<[[;/3-CL=R7[']JS9,=>T=8%1 M&ZB;Q7X6QG&L*[H_+J8M(QF.@^Q4MG#(:):&:2\[&7[4#S_R%F?.)2Q-6'B( M/4/CDTQ>>(H2]UEC;U%T5KW>Q7AQN@3Q$0X.8A*G1G%L69*FB:%:V*J8T"1S MER;I(1(OQ'U>L:XTT+X?F2J;M0LDL4%HEB2A >*017&*J4'BD 5A2*D;)>U1 M4B_*;ZR!QE.U,'D!/:_4&T#;@XLHM:L91%%B -FJ*,YB0[6P531*CXIS@I/U M.)D7YU;P8K=48$9[<-FMWM0NCLQ1RY2:)9_;LI1@&AD@M@I*$B1N$!P,7A'\ MI'W 3 #+3L#R0DN]&YT.$%BW)QFU6HE+%E!C*2X<*DKCD4:"CVP/>U&N:RY4 M^5_K;WKS;W=BN8'GAP+\3>7-NGR _>2$P_9$Q6%FLCE426;N'V>N)!AA(P,; M\;)]XPJVS])JEDXJ$^'!*W'D+=BG1C$!&]:ZA;-JD4V)*?1RLVH.74(#LY$Z9(2, M%&RP:>SWZ5<7[(!D^^P9#LW^,G?(,,%6%W(DH]G8&AA,&_M=N]NI;P6S;?<, M[#DQ/<^EB['=A!PRFHSMU\'$L=_%V_WZP.#-E*&MX/NR?5.$RP,>4OGS2$NR M;?@,!Q$FYN.62YB%A,0FH4-'*$Y&GE/PX.SXI];^%B[;E0F-8Q/*H4HM@W>H MTFC$%,G@[\3O[W\PA2J8-]?H#Z'1Z:PDD;F>YBYA9CO*PJ4CT7$#/J48K)U@ M;V-]H4#@$TANAPM>5;DX MNN$'9P6[=.E)!<]CLR&Y99'9D5RRX)R.56_P6>+WV459[?19P!NXPM=Q.64V MET/FX1KLEOCM]D=[ L2*LWP/CP]KU@%)M-//?(KK];$%<-UTN]5SV,X]NW?1 M#*Y,_*X\+)KN_NZ*VO891VD*;H[K"I_[4_S[QN3_&, MWV_PQ:([E1S2=(>D7W*Q+AN)*K:"E,%Y B47W;EC=Z'XMCV)>^!*\;K]NF%Y MP806P/]7G*N7"WV#_O1W]C]02P,$% @ \#AH4E75 ='L P %0\ !@ M !X;"]W;W)K-F'M[*0]??%_D>UH3\< .M%'_;!FOB51#OO/%@5-2&*.Z\C&$L5^3 MLO$6,S.WYHL9.\JJ;.B: W&L:\+_?:(5.\\]Y+U-?"MW>ZDG_,7L0'9T0^7W MPYJKD=^S%&5-&U&R!G"ZG7N/Z,L*)=K ('Z4]"RNWH&6\LS8BQ[\6(*P,4CQC@ MS@#;!N&(0= 9!.\U"#N#T'BFE6+\L"*2+&:RK+G%2?P&?P M?;,"'S]\ A] V8"_]^PH2%.(F2_5FC2SGW???VJ_CT>^CS#XRA2S +\V!2UN M"7PEIE>$WQ0]X4G&%,L8&49][D^+.,K">.:?KMTP1(4A@M$M M:C5$H3 -48^Z$17VHL))42NJMD+4O@&D9ER6_YD)EZ*6+KY:!<8IMA4- M42@.8@NU^'@@+8X0LKPT M!(48I9:3AJ LB]TN2GI!R7V#G@P#!6&*+3E#5!I%B25G"$K28&03I[V>=%+/ MX]7R=>@/1Y[O3;C*1I)F5SY7U)D0TZ&N# 66+ <(!7:47* P<,O*>EG9]+XC M:MDF/NH>\*(2?K.;V,T(7NH,O/M^[BAO3S2"]KEWP2!$T/*6 Q8%2>AV%[HJ MH.B^^[KCN\UF<6J+&J)0'&);DP,583BB"5\TX4E-O]-&U?ZJE5.H:T;+4" !NJK* 545=B33E\ M60I9$0U+N7+56E*26U+%7.QYD5N1DCMI8O<>9)J(C68EIP\2J4U5$?DZH4SL MQH[O[#<>RU6AS8:;)FNRHG.JG]8/$E9NJY*7%>6J%!Q)NAP[-_[U+#)X"_A1 MTITZF"/C9"'$LUGBC&;:*! 8MG1*&3-"<(R_C:;3AC3$P_E>_8OU M#EX61-&I8#_+7!=C9^2@G"[)ANE'L?M*&S\#HY<)INPOVM78(43,-DJ+JB'# MNBIY/9*7)@\'!#\Z0< - 7<)X0E"T!""]Q+"AA#:S-16;!YF1),TD6*'I$&# MFIG89%HVV"^Y*?M<2_A: D^G4\&58&5.-,W17,, -=4*B26:B@K^284I\9:B M.Z$4ND1/\QGZ4[S8P$73+1.\-[)!)]5G-'L"@7^)X0][/4<:/INNA_WT&?OIX_.N G:N@16 M+SBAUY;B;25N>28JBG[=+)26<&]^GPD7MN%"&RX\$>X;-!@&%>XK9,T<6*;I M(MOTTO>&@SA,W.UA?GMP<>0-_6/8K >&!UZ 6]B1@4%K8'#6 #0!N.(O"%+#%2-U<\G_P$TRV>SS5PM'!P<*(Z]K[BWH,@XZSGHP_BB.^HU%K;'H MK+'CVI^J4=17(QS'7L=&#RZ._*CC=M8#PU&,1QTK[D'?J:A M,@ & 'AL+W=O88 MSB=P\NV##_G#BLL/9A=GF_2!?63\S\U=+:YF^U&6^9J535Z5H&;WYY-W\)<% MC:1#:_&?G#TU!^^!#.5S57V1%XOE^220B%C!,BZ'2,7+([MB12%'$CC^[@:= M[.>4CH?OOXU^TP8O@OF<-NRJ*OZ;+_GJ?!)/P)+=I]N"?ZB>WK,N("K'RZJB M:?^"I\XVF(!LV_!JW3D+!.N\W+VF7[N%.'" N,QQHYT -!Q3U.(2=0V@Z],40=0Z1X4"3'H>XDG%65T]@5I:B]'DFS:#6F^QYWDID_TCK\6WN?#C%U=5V51%ODPY6X*/ M7+R(3.8-J.[%595]657%DM7-C^#Z[VW.G\$4_/EQ#G[ZX0WX >0E^+2JMDU: M+INS&1=HY)BSK)OYH(%$D"'605_99F$4ZC9SATU@Q&Z;3(V9;FP3'%!K MLEO'2##$\& 1=YE\!/"%8RS4NQUDOQVD=<,]V[$H,WGN12*)/6C?O9%5T5DY M__>A*@H@&/I)G)O_>]*9[B>GWESH"E8C)P-YTVS%Z=ENQ"?L*ZNS7* 217SW M[>Z,-H?Y[LH3:F4MAJ)K"HP=GKOM2$#63##2'%B1MO MO,<;OQ)>U];$%D9S6V*[4KD#2/8!)-X VJ,XE>WP$F2"5 2CI#)U7/ 2&QZ) MB0'Q9LA*@PD#U8<%_LI>E=L&9&FS IOT6?(H:!CGA<"]WWBYVH(>6W9,R^5O M-ZFVKC1(XIX$AHKTH9_UQ\%U+J;-ZHC$1G&\&;+2PU#$#_W,KX51L\TWL/YE MO>Y&U3J1!$>T#X]B/DC&X'&N&[$Q0$RHN7!#9CI219/0SY,+L>=MJR1.3Z8E M0RFNR[*3W4\Y7PGM+Y#H! )_42F";"*',(EH MU(=943D:*7E'R1%D$SAT9!KU:))NB^R!DJ2G<46J#4#^-N 4Z8)L AZV(\RJQEVOL4/+PB0.S6B&S/1H%&%B/V'NCYB,(MUL M9%E.14NUZP*<@!V*%F$8$Q/QH)T.6?$E]O.E3X!AF[2F21A$!KG=#MOIX!2_ M83^_C1)@V&:P:6*X[D8K^L)_^_.++A?L2.^[)DIB:#V&N''936Z(YK,+(C-\QDE5P;<8E.*0T M,K/7H<11C&EH,-_[H^ O7,,1BOH.JN)YG/S[0HXH?B8G\/.+"#EB4S<,8X>0 MZS'$L._1G")Y,N(^]?K /K$,B#/_=O 8N:2T4&QF>$-F>HBJ?R GZ.V1(3K#LC4U,EG\ MAMB-!^IC<:*Z#O)RJIHXGA*'T+Q%?4,. M9],P#G%/O::J/Z C^H-1MR&H3?C%DI2-6 M=$S]='RTJ$:!J^)1FWJC (4$A0:%73LL_:*:*IZF)]T8. +W93>BSE X,2O) MW&$7F;^W=-A8$F=/17EG]6*\QI] M7V=Y]?%D5=>;#Z>GU6+%UTGUOMCP7/SEOBC722U^+1].JTW)DV5STSH[)9X7 MG*Z3-#\Y/VL^NR[/SXIMG:4YORY1M5VOD_+Y$\^*IX\G^.3E@YOT857+#T[/ MSS;) Y_S^NOFNA2_G>Y:6:9KGE=ID:.2WW\\&>(/XS"2-S2(;RE_JO:ND:1R M5Q1_RE^FRX\GGGPBGO%%+9M(Q(]'/N)9)EL2S_%7U^C)[COEC?O7+ZU?-.0% MF;NDXJ,B^R-=UJN/)]$)6O+[9)O5-\739]X18K*]19%5S?_HJ<-Z)VBQK>IB MW=TLGF"=YNW/Y'O7$7LWX,!R ^EN(/H-ON4&VMU C[W![V[PFYYIJ33],$[J MY/RL+)Y0*=&B-7G1=&9SMZ"?YG+56B2+_GRL(%3\? [!N2%P2?B;'',%^\1Q>\0\8@'/-#H MZ-MQ#-P^/O[VR,&&[L:#-NU12WM7UY.;X>UT]CL:CFZGWZ:WT\G\@Z-=?]>N MW[3K6]J=B122%14X8NV=K+E3YHG'\P'V0A;[9Z>/^QT)X.+ "_$A; S "/,H MV<$."+ = >;LF.'R/V(VM,%9%R+E+(I\D68:%UNHGP?>TSK<1.%_'.U*AD]28"R%9 MI"T1,=E1LB[*.OV[^0!B%!I/04A$=$8F"@/G<\^W.M\F9QKGB=YC9), MY.9$,MF2*MW4E]!7KXY_PC&.B\313"+=5XF"H>VS(^5 M>\"L1\WN>5DVV44H-$=U\MT2B,Q4@##6J9B@ 29>J',!8-2++5R4V\"!TPJU MH5C)6-QS-%7%ZS9A9FEREV:][@8K)X#=5F#8!8!T73Q]3,2$!KO.5.V ZO9P M!* &/@V9T7D +@X"BXW$R@1@MPNX+ODF29\5*LMT2(2%5M^A*D M: H[,>:OB1GX(3:$!H!A$L_K45T[G)SXW"B/2; M=QQ!)L&1ZQ@!@8ABB2)]1$(YXMGA3RD_D MV5B?$B, 1FG,J$[$A.'8LS)1^D[<^C[FPJX)$RV50RZ5E7HTWKJ=4P<2\@R2 M-24Z(J&^T -0-#)"TP197 Q14D^.E'JA\3U$3'W6K74_9.R$'')0$D_<%84V MQ_5-'Z Z8.0Y$R/FA&ZZ !3!OH6$L@W$;1MFKZ_&@#1-(T"I8?I' &S 8LR, MD#-Q?AC:LJ&R%21RFK+I[-MD_HK"'5%Z3MQZ?MVMC)NBK.A*T6WU7;J_F,Z&L]'Q&8 JW:9]ZW(QO=--DDG'J.9"6QC;R3?<>Z; #C!F M>ET%@!EQ<;144R75U"W5-_RE[->64M9KL52I9#4=Y-(OUP!D$'NZOX)0F/H6 M?T65:E.W:E^7Q8+SI1B=LEBKZIY&30;_HLCS;N?S*:U72,B]\-&\7*1M5Q0; ME>$F\^MKL#L T6:4&>D+TG8O,(;7A%%&0MN\5R: NDV JT^.+P]24[09#IEG MC#^P"4$]3\>- 9PMF)4#H#V%A79N2FJ'A5UHP%]%'JH4X,@D#^"B0->S,0"S M<5<>A?9XE(Y[R;-F)[DN7E48I?U;%0!$I'>]:.1LZ'#C5/D/O\=_[*>H9+.1 MFWQ)EG5S%-Q0!;R +QRKOAR$<(3B2/<6 ,[&2OD*W^TK0'.N%,6MR;[I$?R( M1KY>GP!P!(<1,[:,@3H&C6V;3+XR';[;=$PN+B:C6W1U@2ZN;B;3WV=H\N_1 MY^'L]PFZ&=Y.4'L]1U3/[U=?IM>#F9WP1P! M*#%O=3&"4"RVN&9?N1&_9[^BI3E]+3.S]"!61P'1*^ #F//"XW0!7 >I9:U MI;]WG,%MB:RDT !]X@]IGLLHEANE0EF?>5*"9*&]AH 9%5T %P2^KZ^B 1@+ MA-FR<%4NR7>[)!?7B:RY]; TW4[ ?&SLCP(XJ#?&4'L'O7%(4[DGW[VM,?]Z M?7TY^2*(#2_1>#H?75[-O]Y,Y.R]NOT\N6GI7UQ>_2&B6LSG+\/;Z=7,>3A& MN13?[5*:55:S+2"-==\>D0^4$ (]J8T %*6>,4$@9^/;YH_1 JM@P 4T:!N8W"I5Q;KHI, M4%I+K] =$+S?YIUIR$0/9((T2*^_)-$/&0,0S&PE":;< 7.[@^:0JQS+[4OM MNT+%79T(6#-^_/NBW?274TBOE??49IGK"$)''-C]P,PHD3M;.F2NS %SFX-7 M,3\X?]/+&]+[R-@( 6#&H!]]P($IU\#DA,\?=U]UT.F^:\P M(M %.62JC 9S&XU_RK1W9$P;$<D8LZBH 0+!9KPJ.K@ $2M@#M["_ MF7%/3(X"Z'2";SO!$RC=#MRZ_:FH1UR><S?WQ( MFE5J8:-H9!'K4(E8Z!:Q_9@4?LXQ_J&2B1#_Y%@,5>8/W9G_PG;T>N=V+7MK M^X.C+=$/SK"![[7T+^7Z(>,.(7NE=R^A7=UL5*@T/_9PZVT M(?S!V@ .9_\N1%UE,6;CWMIA[ M8?-SIJ9K&[<;RU[(N(/LCV44VF:FTLWPS;KYOZPUA( 6QOI&!@ R.L,%:;OB M=.]UXS4O'YK7MN7AI&U>M^_M[C[=O1H^;%Z(UC[_A#^,VQ>\53/M^^9?DO(A MS2N4\7O1I/=>3K>R?86[_:4N-LU+S7=%71?KYG+%DR4O)4#\_;XHZI=?Y!?L M7J0__R]02P,$% @ \#AH4M/BE#H&+0 TX8 !@ !X;"]W;W)KESV]:2[[^"\O.\2%4@35)[XJ1*ENUA\2BUC.TJ?W#6^?JOISLS:F MC;YLBK+Y]M6Z;;=?OWG3I&NS29IIM34EW5E5]29IZ6?]\*;9UB;)^*5-\68Q MFYV_V21Y^>J[MWSMKO[N;=6U15Z:NSIJNLTFJ7?O3%$]??MJ_LI>^"5_6+>X M\.:[M]ODP=R;]M?M74V_WKA1LGQCRB:ORJ@VJV]?7<^_?G>*Y_F!O^?FJ0G^ MCK"3955]QH_;[-M7,RS(%"9M,4)"_SR:&U,4&(B6\;N.^OJ;T?V<8;RT*AK^?_0DSU[0C&G7 MM-5&7Z;?F[R4?Y,O"H?@AHIJ/$VCX0_> M*K]-B\M+',I]6]/=G-YKOWMOFK3.MPRA:A6]ZQIZH&FBI,RB>SDH7+_/'\I\ ME:=)V4;7:5IU99N7#]%=5>1I;IJW;UI:"T9\D^J\[V3>Q8%YYXOHQZILUTWT MHR([TTZC4[F<;28+6;/C'?B('/"XYT<&&]DF]%_ M7"^;MB9,^L]G)CAU$YSR!*?_ZZ#_WY@W^H&HZ<[4#8WRE#117J95O:WJI#49 M_8C:M8GN6_J%L=Z;(GE*:H,;/U6/9K,T=32_NCKC2?%H,%ICZL<\-3IJ6U=9 ME\J8X:N7T^BVC*ZW=5[0B<]F,0^35IMM4N[XW\)@*4E);^9MGA31MEO2VFD] M*U-C*Y@[;XC*ZMJ4;;&+Z&@)%Z-*5O_3]?W[ZW^+OB^J);U\SXPD^C&I/Q.K MM,O^9(KH^C%_I*U6Z>?HPY=TG90/9AKNAZ98$[O\O4OJUM2Z$V)7_T[L*KK) MVQWOI #[ *PP[,W/?[]]/YE?1;29S&QHT79"W>#__3^7B_G%-TU$Z%C15K:F M9@9= FXT+K97FTW5FF(7AXM9$U"3K-HJ:##.8O:-(6A5.V,F*0&BSE.^//^& MAZ)Q:=!-E=%6VW721EE%IU]6+4U , .P"&PYT(G 1,"ELVM" ,2T/2+-(YW+ MW]!9Y.3T[HW?']_2RT_&+JFJ[;6JJ_7B,7'$S[2H(E^9R"1-3BA"RR:H5(0% M#+ME3?]O(O-HZMW3FHZ!)JVK[F%-JRO;Z?ZE*"E(BM%Y M=@1JH9A-DJY!/U%; 5L-N$,$DGJ(RJ3M:GJO()3H2,+%()*BRW"OV1J3KK&; MUGQII]'[CE$2D-@F#0'9I(2+,9UW2?*2%D$G]TC'0!?I+)8Y;2LS()-&T,)@ M:D6?O(ZR_"%O,34!NXDM]NSV!]D0Y21T\AB4=E'387]:$Y*W1$49(]C2&")CSS_P<)H2 0EW6.Z>07)ZGI#K MB<:('DD$ TT)T$!P CDM+P;*=ZE MEGGJQ;T9,%$K]$6\ZJ>1C]W@&VZ+JNB M>MA%IDR6!4'+ Y0.C'Z4H&K>WU(9(8-4<6-M&A,UR89.A;0%4X-\TSY6\*&O MDA1P]N?[D2Y %XE^Q(C$$NHXNO_Q/H[^02347&^W,?$N(*=COS=T(XZ^KZH' MNOI+3LCA;KDQ&$+7A?F2 .98FS^_<%G EII?94R-"/G*EM:WK%K!VNNZQ=F M*][2^@OB/@:\X^CZ]AB V59/-!L/6>8,]2V3;%+D?S#G8#"T=&=28ZF_$3&6 M9D>#IW75"$[2S;PV_FA G>DN+0BK5W6U(1QMT@KTR,/5M)ND3MTE-ZWD@.&P MB6E$*EU$8(24"(D,V%?@V+HMG3@D#]!K5='B/YN(T)>FP3EO:"2!) F@5.;F MY3/?(:VMEO6;8!0")5TG=@S-.NO F&A+A#X;.1SZ1;O!^[0Y8JA\I28($6RV M25XK'8/5D2BCN1*@*MAX0E*J-(5%(C V MD"YP99(T3B#L4M&?B9&0=;%GT&BL#\S(CQESOOB*^GM0$;MI16C4[6MNFP4-^.\1W M&)!R(AWM* 5L>'O#Q=T459?%$>%KQ,R.SJ\AN5?0MJ,4]R90\NE&R)E^YF>:(2*Z^SR9;4IIWG(AZ ]H1HV^\$?*#>I&@J1H$1Q!10T.'9%7C" M)YV@%!&981%)-)]GI*\A>ZTKHIL2KHV'7920U<[N.R4-5FF@U#A M(AL]+QK+D>FU5I9&RZD.28<87 .:='90?F3$NE,(;AX'IYAD&)R(1=D5$3#I M45 )89W+\WWIVI#Z3U*=7FYR A"I08PR,/;IS*X997E;A,\X#3"O_BJ8'H(Q M52PG$;-^.;^J,%X&T[+,0U)G!60?G995]^= MZ2")2"\BM/F#EQ8[GD)T6&*4DH4KO4.'UJA,ALCEN53:TQ10*2'%[D3J1#<$ M;E(BA%E'1W=H=/VLL=34YH1X(?,"UR&*!0'PO59QHV ML:JGDLY[G6_!K]V#;#/Q\?.0#[5,Q02PI"$G4&^5E&-HI4]T3OB7!03>MG), MT'_9Y46F^CC-:-U[#]1'Q2A9[E:=/HQXH1EZCC=!;1OO2U:M6R(:U3 M\0E\SB'YZ&+R2+P PLJ:L&.,)$1XQ^KW+1V/N=NNE;4Q#&FAA*?A_#'X$=G8 M0!.A9%Y5B(("1 RRMA)+:;*%N:1F!VMVV(IJJWB$V"Y!;(.#8[,C)T6.N<*: M; 3F,6(,&-$90]@.2)X>SFK@6=.1+=(TJXZLU:Z%%%?!:8'O)/X3S-TG:!-T MT&IU\J+(H*N<0;I2<]#1O] QLQ["KU #AQ,2& ,("J@@%:$$DZHXT!0&HIKW ME6S V(@K$Q(R$_" 71&*BQ1+G*Y.>^Z(8Q'\2V,R\#IENJJ\= 6=W,3 9!$,,+BH=*(M;)$@(J2?VJ6^BKV"+8 M"=&WT#H)[$:>HF7"S0#Y+_X%S"Q\$;)A51&?BM@#7 @LF&Y!6[1,$OV[$"Z. M<*&:.-'&" .-CTB0N*!IH=7LH7R/ID/=0\[SH&!F2FFL"IA/FC7T3\3FCRG$;ND"*3\T:]0%H^G$?\+(XK,.#9*V+W%?"7C=9)U M\9B05.N@1M#!DW@S3:"<.CJ ][(QA1.E%3MM6*QMB+U9O3J0*J3VD]GFMTBV M3E6+G;?-28K2DB&+14J2M&:)RAL5K:C:DA"=1G?T3IIO"SX8H ^I*WDFPWY: M6P4&5XCBB8AHAU _H3F)GH7 !SL>@7X0+5:!684FE>6<=$AD3TT@WZ"VD-Y% MVBR 0I1/>!VX9$1J6G?I,BD2-NQXJYXVU>O$_AS:Y494)NMP<5OAH\*2/I!8 MW[#(97X*N[6VBI#E^"_L-T>D)JWJ3'R9P)+$>Y^W'I[$(0@:A?J6MH';^=W:N2"_O[Z^Y;7ZT6X&[M5 GD&=!BM+K%% QNW M7\;*AC!X*W 3;@4^*NQ95"FX3C;8BQAM9$NJS4IR;0DM)#?*:> <*:H&@HV] M<;Q]%JNC+T7*-S-UN/\Y6%NG\MCB:A(%92?D!M._A-V;!5Y* FG%IDN 4VSE M$-[]QAA;0=2NGP&24*IQZBJ["D'-V>'$62VJ)$,0+9A(0/;Y(NNK"#+H?"@3H5L4I Z3#D2 MEN"W'>ET60XF*UXL,L,)]]T>V6G,7G2WD!OVYD2_Y,WGZ*,[!IB4=2?GP!QY M6T&8YHS1#H0>)1F< :S3#9I%TC<-!-O@GQ&DVX@VW-QH3 M L#Z+62C\)0UX 1L'1Y:LKBD>^"$0TI4/<"30+$DGD6H)G3,K6!XO74";MW:[A&I0 MA.LV 1%KK,5/(!>,3<8C[)#H"8+:M.%V=BXU5'76P M'@A.-MBH3I[" (:Z T]Z71I$R)[*HDHRT;?; IVR81//9 MOX1"AT@ W 0\97[%RZ<_+O^I(<=6W59P9XXQ/)W834GH]U0%J/',Z%^]..[\ MBN,.AKAX=,-!YW07?8*V57B-<+C60.=+))J"<((H.T[YQ7RL^R:,([PL,JJ* MS'&H4?FOI++2-84*(T_F] )5K-0#LQ2G-;\CP7-."#A:=:6UZ/QETN-#H><- M!XX8RMYQ>B)+^W/LC;>S>/CK]'Y*=%,0_D5'7H5AEJ"/'C-&L(K1"%L;YZ-L ;3@R U]3 LV[@JF&?D5>I M5CD,1!4_L=661K6]O1E[[[*GJC_E-/J%51B>*T"Y)/N-D%NE&2=HL$JF45?H M716BKJRNIFFWZ61&X29]2U<5JB-26\E>)'"S!@<'=\"%(<*1\6#IP*TRL#JB M!\A .CR,9 ;KHCL_\^2W.MT'.97C. +KM9B:JFFCGFU_Q'WT]]1%[-#J&OS' MAT#7"$40:U9L&\,I!$E&RE61T].9A'[DA,3E(%[F@F1P:V\PTZ@- O"<_H1M MPEDMKIN4;9%, DQ[2H^N,;@2JQ[A]3RK^2& 1$=GPZ,@)L3NA:QA7PG>P"4: M[^MY3:#H36WZ3T,XY#C:]0B7&PXNF@\'0ZQM(<&ABO-'EB:IQ0XE\2B"_B7! MF(^;:>QTLCJXY2_=%; MO,AOA'>\+'XB!#"3:K4*(JG]X8@I(.E0?* O (*QIR!"NN-LD%=,38(3=R5;!!A.CMQ( C9>V]!.$#%GL>J M*I#AD1 ..KSIOT#T3CH#N\VB!)3>M /H)2OV!A>(!29JV\AB<@X?.X_$EW4B MN3M6RCD;BG< 5.3\@KQQ9&LRS8L:G*3-:>+16:%>K2:Z[DC28ZVN^64K=CDK M_4*K/853,1E!#>BUEB.]C-D)1+$D&!U92YS?UD#O\=?1OX-D.&.R;WM=9Z+1 M-G09^@'_^2:ZOO\5>L?Y9'X2'7V"3RHZ69P?T^.6ZV,PX/H[W2KK6:^C>7RB M_UY\#8(!(& MHHO,$T*,W/H22B:'VH;%IC".W/V]VXQ*29'J6)+GQ88N8B D\R?JYJ1#4\+C M5!AE39R<@&/GO"S+J"PB6<^$]VR)I!"[(BDF\++=VPC0^R "=%/!8+[==YUA M>*]^!6F<][!0R7!IHG<5[!?K&OMX??_.N<9&G[\ATWAEXW#VM>O[&_?6R=EL M$<61C?/%7$?EB+\+CK$L MW=;JL:QWO6B961$!JK;C0T%%D#/:"V-QPF1'QUD'F4\;,HPT>,E^FI489IJ< MU )+G,QQ,0W[,#NEEJ:7HRKLRV] '^D:T<0XOLL!'$G8$5@,]:+M.%WTQ=Q7 M Y6WQ^/4$U0;B_26K_?1F]G[L]B],J/(/:YI0'G<$6-CYQE[?DI6XC,)64O" MAD2&Q0630I36>8)XM,-D06RU)4%+H/,N2;!1/??(O!07ERB!O-D0#BUKRK?E87=WCWEMD,P@48M>; (I,IQHX2AW MU;%W-K!JQ00AE8E0+;#//1NQ!TSKL;Y1[^H7W,[KD/[= M3D4\8D4_>9/TZ# M3\+;0V)8A,!0 FHL NX?E@3-&$0TPBJOX1)7 "?J>13'+49H&AOH<8<H(I_H>=/H;]434'D?"E)V M@,/8;1/-K#VP< UALJO7Y6^IPX1>(7K5=P8(I8 ;7&7+K7CDC"6ZX[T4O:WV M?2^\6:L/]^@KS!FTJ$H&@H_2!+-;Z1<8<(^D.'$)2+1#U7Y,/F!&8M(JJG-IKGV,F0(GL"ST9,^ M([$][P[QJ<5!+0 K<=:#'.:5-+%&^G@+8'G(&F&YUN3J)MH_MZ';(Z20LA>6 M#4::!IG_7D V_FH:7N73[[FZO>D1#&H-#QO/8RYOLTJ'4OK(4Z2%YQC74^)KT@ 3>"@8S)WI[_FE#^#=>:>H% M[#.%?7_A>J@V(CYPHGYD,-;#8)/40OQ4T2HOK=C K\8'E@*;Q%NL]V%BB%HZ MR*O+2RWAP(X"0/3E)UEE"*A^YA10DNE)7AC+YEA,"=KO7'!LC[(Y8=7K67EC MU0?+VI%5PSEVGH+&E)$._L:&L^L*ZY%%YEM$\_64-!T@5$ &AZ&U5BZK M3*'2#/%F%3624ZZ<,);:E<%Z;Y#?D2._LA#T]YWFI$Y@_35]M/B1J M//\-#>4P[X]KC?M'Q36J49EPUNHMG* F[:QMO!\]9(PK>KQ":V](*@35-J[6 M ^NNF1=8ZK >O,UF>$@4;(G"QH2$%C/LNYEAL(>"X,U30?I9$'%?"! MVC*BJDC>7E]+%#;8(6)%3Q?\=)!G9-,11_TS,5NV=/[L7ZE6[%VP+[_H?HB] M7ZQ: MG$;5LW*\&J#N!DYA8RI=FO;)2/73\+A<]L">S6=GEL6YI88.0)KUQ:.*D5YO MS1IE@Q8&0]2QSJB2A+<=.)B/N44M;0,2#O%!>\H"JR/P.M(:7I]Y]QPPV3ME MX'<;1N8X,9'=5$$A9R5L?BKJB]=T MP]0,[R!JUWR*J+*F5^D0AYT"7+9+!\XM/Y1P5K$/F[3)_&D<7*CTU MTNF2T_5)R[0+6T6T(L-"MN)RM)S3"K4A=N:19"ZW;*_JZFES)$%M&\^\W 0V MAT7U^/Z1?=6$65DPHDM+HHP;FMFM!?P]]2T\>&$9EG5!)+>%1AV#] GQA57! MX@Z&JD>R;:.@X%UCD-RDH#7;YFNQ[L^_B6Y5_TF'*=TL9EC4!S)'4A,="+YY M89BP@T5H-*FY80?VP[S7'?5&"=41-L#\\]>TJ_3YA^T!_NFU 7M^"'&!ZEL MP" &3=)/Z(R0S=RL6/LX,"&=(">4V:$XQG!^/CWO!1GFX6^.,BQ.KZ:7CK6! M'P88'>0;O1!X&%S2*,3PZEY(8NB#Y6X3?;P*$_K13D:]G#;@:MWDK13R$GBX MKC;5(O2,-46O@58N;=8"JH%-H$5Z:!PAP3IM.X$(IY CZNVQ!@F,G\_.!S8; M&T6:VR':65M--)]E=$V,\L(\?=[_*%9P:F?KTF.P"F0Y/+,/>RT@=+G++(L4 M'3 %EQ7R*RQ?O[$^YK'?0?*7N)$"= 3V=6PV.?-0U2F/7EE,'W@HZ.:KXT#E M#(EB:NM:#KSH0H"U1$!1?I])D@ZZ'&1:Q^<7@XQ6]JNZ))*QO',-D%TQD9S. MIS.'_TP2)PM_Y3F$M:I(8R.-$MRSJH<3-^+-12VD2FOOCG/ZM]/U6!O:LWO[ M6@&[NQ'LM_+$^:/M<#:CWLH>E&4S)+V**,L;<'YN;9 SHSE\*L PMETX5;\K M-5IA.\8$VEL_'<(# K8D&(I-:$-(HY%@ERQXXEV;5DD8/.$?"+0!7YO2ADKN MO@2%45N0?,%3A<(?%8CG27&M)MA MIXEXM-7$L\%&]C+I_$$T-Y%:@PD:\NV&!7R9^B\[FTP"&5]I.:]#!DPQ)>.6 MIXB=ML,5IRRC5$0R D(=#"8<%USB 3$;@7J5IF09"PWEF[V<-Y5,C0SN9)U] M7/(/Z##9,!QD'O3V$-/Y$HJR[1#ZW?DL7SXY7_Z;J]#RY=0#6M1RX42:2 N M7(0?;EK#5UJX3'(!9@K9"WFZIX&L;,>E4,OT=*X&FZ_6S^&_2$I3=:AX581V M'2#@F9,!8DZ"]"^!# F>/BHD')U0@V6Q=J3H@Q7H?F_);LR M.'0,CZSZ?SE\RZYBPO6LJM5MOM'N!"IYQA>S3;1!E>$J6ZX?(O)J?+J7+,N6 M\+K24#QM,T[6PG>]*+':_R"3T47H0146_'&KJDQ6.CS4$T:0S1JTEF-MP2@?FV\]E[/NE$&2(T[ M.VS\A85Z$0*]\ MY9]4'0Y8X^KY1?FZ)[B4/R/B&/ M6RO>"<:@@:K CL/5$:N[V MY:5386,K7O[?"#.A;.2M@9+;BCR+&./($'MC6S-' A@H"^,>?AOT MKZKMEBT7^PNJ@2W*D;,>F>WE9,F!VO6QQP+$BN-!A-.*6X*'B/M:L9_2(43/ M18A@@P;D?,A2K10\+/F0G$99."5#O<1:,_%0"UR>8,_:;-41G?"0PV0ZRH?^ M?]4J?G&.Z4 $13][I?>:V>B((X5YC\NQ]%YZ)AKV\.Q[HA+Q5AG;;$$AUB\K MRCH?[GW@,*AUM5M0.B^$7?LAUQ:\1*\7EV<^/W6*!I6!O_SJ<#WER\,/0A]] MH@E<4F@A$RU.M3@J]EJ-S8 (7FMQO%PKHA47#L3V85IN5UH_6W9P<8$Y%3!( M2VTL+F",@3_M3.L3O&0=L98T:0&)[6G@;6V-$(H9PCF6M(!"# M5R2T/C]W3 MQ([1#@\+D3/?*D.JB5Z>7*6?C>V)ZT*+E1P:']APR'25Y6B2@ MR-%X/<4)] MWSQUCKJU\0LT7XSD>;III*3%RD&2F5J1V:O3:K1DYR5,6EF+Y%"I.+^F[7V;7@9VY ?U" 7$^>#+#IV.][T]_"C#5"/ M2_V&"B(N_Y@&CTH-A=U+8 M(:^!@97Y)A=:HL\_=UNI/>JXOY*V:>T-.N*\N[&=IJSS[B.3JSJE!]GA85\Y MVY_J@16_07!/[<)>RR$;C];64[SF7Z5_Z+@&!(;@0FM:\24OBU%S('_5682P M+E\T!;D;>=:SGFSG-=;FK'M7)]9<&)M6PPB*KM1]WT3/LK>]+1)NW"4=T&PO M7W:5::L'#FT'%9HN\)-;"<1YVZPYZ."T2L.%2$[T5:D)]85E+(*'T6VTS0#%-D[?X8U6@!' MVCW%-70=9B@Y/1;+&2B&ASD_9 -* ]4>=V;FT)6) CF7UNDBU1)%1DJ(:]6L M<6;Q14C&G7Z*CQ MJ1=:%#>QT^?VA]OYZ!IM#DU##Y3:[H.+XTM_&_C.F&3FW_C8Q>OH\CR>GY[B MCT5\>;4X^(ICCI#//X\OPJ.HOG%PN-$.]M&AU_SX^_SQBGPCL"> M/]R >W[5>&K+>B/]MP^<*Z)U/5__&<@MZ/S/N&IZL3B++V9GJ*.^NHA/+TY? M1H7%57QQ?DHF4'QZ.:/7XK.SDP.0/YO%B_/+Z'0>GY+%=$*X-I\/,@9>1R?G MY_$YEUPOKN;Q.8-[<7H57YZX30%$WQMT/MR2OA[]8+,D0MX&=Q"RDSB!>K3- MGBURTRQ%-0:"[C7]M_Z5SI-&C,EJSI/)7<*Q_#CZ 4WS7+\^C/D/U /6I UT MR)Z,-6NZXV[9TSD[^$9UCJ35(F M63)VP/>DWZQ]BT9:DCUJ0/C'/,OH3#Y([6<67:]ZG1RQ#1<&P&)#=/+5Z;05 M_Q1M^-9FS>\IL'WTY&R"LY/I:9!QGY].ROE?5&(KWB@X6]C'AV M43]QC7-A6R>_#D1I#-$:YC;P@B[_:IGQB^NY#5N^+J&26IO5MHYHZ R% %17 M%$X1:#1!J$/3H24NN5_MM9>YZV#:D/>%HT.O4G?,G.$\PBT$9[;34YV6^H2!\&R5V]/ MIV>D?;EARUCK)/!#!\3!=4=5UT&*CG1%.$*9G7RK['C/%(F.GKGE-*[CZ&>% MTKOGU6HT8IG9'C D6$C^O,;-J_,SKT6*XG9;JDER9(T3;<5U=!F?S2^.T4N& M&,Q5/#L[CZXNB,-?'0^[SHRN@J7).2F[,TQ%+.E\@560OC-;S$.E%DHD8/=) MB,-UU%%/+ [^]2S@B+[GF3K72TT^=-YF_D*:VJ\'>NC E)YLGWMW8>.[!2CI.$:G U+\]C-::M%2'J; M;&BD]3M6O%Y<[J66SB^\\/L?:6#!W\V;O&.'VDW0Y7>LF0V<-G( %X28DSF- M_4J^NQ>^^6J0O2$AK4:ZT:GK#A\CS)I!K6[/!][T>@X[@+N:/R0IV/0M6U J M@TJ^JV12V&QY.3^IR1]X]NPCNC[!NX%CTK=5$']36(S1>RTB);[L-R9Z5^#3 M%??IN@(:^5)&S=?G:D(IG1UKA.VZ7K_4Q%FZWVS :+0#.EQ+M%/_8EA58#2N MY^+-06E!I!U+V%G]*.U ^KO45 GSQ=1I;G>ZD7,/ZB4K^(!M 9#X-S>;2OL2 MVCA;WS_*)!,$&FR(E^9;F5PJ#;0E#5;&7R#XU#\3\?R5T:&H<#06%6;8\U=R M7 J?RZQDA@3<"HH>ARVB IY/F#CFE:JY]Y'G&R^$J4/EQ"I07$BB?JCQ\J'> M) $ N+C:%?4&%I[3;=FXR)J81_ZU@$*1.0I:^L55.?94G$-IE MZPK8=SV%0Y U+&[O)WZ,]PGM-TVR'4*C3]Q+_+;76'R_<)]3LWFSG+0;]O;< M:86M3>#FE$BY%/OMT,C/-08=P)U9AM08X47L@Y#-:"KUP.YUQ]KTSG6D+^IH M":1OG7A@>:7]($[0M0*K6B86"U1BH0:N:NP71+X$O9;K'>V*66W@D'T!)*[Z M3?BB*27$B[>DVN*%((B+6IYM,Z5WDOYFV!_YJ Y&R_HH^-VTJ<"+B88*=2WFU$NXZ(7 M#&H9E=-VM<98Q88ZA'TMK]T.7QY;MD[S6U?G3:;I0FS6NM1U1 +SQG AH V1 ML8CUV;?23OQ17?;PZW&S$QB/W,DK^*JJ?EE1]'2RO K>=V]EO4\M:$\VDP4D M$IPY(GA?)ELB]E+JH>2KA;YAB@.M5MB'^M8_G&GC.V(0*Z@[GZ3#O,#J#Q!2 M(>O(2_^>Y:FL.A+Z%K+\G$L]X]#$[YKPE!J=J MK=/H[TY'<#TK%95]$_-88AJD...#+O@<&",#OM0\B@=J$&N,;H\FI,)YRDS7 M-Q3^ 0S@@!ZX6.QU&.R_+%SXN21.$4/F@]/IHCTI\&;Q[0/,SGX'US[?!S'4F-@07LTD0-WYOEFTTB?@? MQDUU^=C"(W':_JPJY=%]M^0O T6G%[/)8G:L%75U_LA$*'CW-Y/Q%Y(F05H( M'=('5'["=?'S4\G-4.G$_("7\[/)Z7&DP5_B5C.7.?3Q(C-=^?V57/:PZM]HA-M-#S?!$ JBI MAR\^F\J\S7[4P=[03RUZ_RGRW8,"M>NP,U+26W:&@_1K=_J_5^%"KA"J;;[+ M#G?N7XB)=!@8<,)@T;3TOE6"[HB3EQ3-L&?_&2Z MMA^CM+!>YBOB3^8AFMGOGSQX[I^7R;L"$,VHMJ M=A$T,M%OI9^TR7=O-Z9^,#>F*/3[$]^^FK\*KL)I_>VKZ_G7 MUXM7;^A-__AW;_$%V!^3^@&Y(H59T:NSZ<79*RFRM3^(KV%(?'VOK3;\Y]J0 M.5CC ;J_JJK6_L $:$3 R_ONOP!02P,$% @ \#AH4F-+]9Z%! 8@L M !D !X;"]W;W)K&ULS59M;]LV$/XK!PT8-D"U M9=E.Y+P8L%,/&[ 60;UN&(9]H*63180259*RDW^_.^HE;IID0-N@<*Z^&(]M6F I[$C76-%*KDTI'$W-?FQK@R+S M3J4:QU%T-BZ%K(+EE?]V:Y97NG%*5GAKP#9E*3H/_P0>X+QQ_& MRZM:['&+[F-]:V@V'E R66)EI:[ 8'X=K"87ZQG;>X/?)1[MR1@XDYW6=SSY M);L.(B:$"E/'"(+^#GB#2C$0T?C4809#2'8\'??H/_G<*9>=L'BCU1\R<\5U MD 2082X:Y3[HX\_8Y3-GO%0KZW_AV-I.HP#2QCI==L[$H)15^R_N.QU.')*7 M'.+.(?:\VT">Y5OAQ/+*Z",8MB8T'OA4O3>1DQ5ORM896I7DYY;O:=]_U=9" MC0:VA3!X-7:$RZOCM,-8MQCQ"QB3&-[IRA46-E6&V>< 8R(TL(I[5NOX5<2W MF(Y@.@DACN+H%;SID.74XTU?P-L(4\EJ;^&VSQ+^6NVL,U04?[^"/QOP9QY_ M]I]4?!6#N^_"UB+%ZX#:RZ(Y8/ ,,/Q6(-SHLA;5 Z1"I8T2#BU@GR);6F_Y MP_??)7$<76YNMWXTN?P1)#="JDTFJA2IUEP!C@!KHP^2&\V"SF&UO8'X+'HS MB4!4F3?8-[)UH>7MY@:V3N1D2%!-Y2@NK!NED$9#U.UJ/41]KT>P2$;PD>K# MG,"'W%$R!6((>)^J)J-,,JD:W[%TY$"JRY*&U ?I'>"G1AZ$PLI93TQ:7J\; MAQGL'LCQ(#/F4I%JLJ(EHFM L7[".2-WC1,[A>#T@,M"%5H1+Z3."MYT?;Q=KWU=?!HUE M$3BHHZO!-N:AV[(27:$S'Y6.6SZ+;:M3+\#C=KM".(K;J QTFC8&9 X6:2"= MQ!/M2 ??N)9Y>IT^KY(CDC1XCR:5EJCY(JIH*YU7YDEN'3-+A_BC< S:%_NI M\:,"K)SJ^_*T*H9">*"&!.3S$.@T0U]!_8D&F::$*NWZ+?,>F.C8/DR0)9_,(SN)POIB&47P&\T481]-P M%D6P&=(2U#@EQW[LODXNO@HF\>47__VF_6N0YV[I\@&E?=.W$Z=J_HG;:T9O,#PMZ M!*-A UK/-9UHW80##,_JY3]02P,$% @ \#AH4L;A-N-6" SQ< !D M !X;"]W;W)K&ULY5A;<^.V%?XK&'6G7<_0%J\B MN6M[QG8VR:9-XUEGFX=.'R 2DE"3@ * EIU?WP\ 2[UBS)#'MA'Z8K(R9OUN.M75BK54G\DU$YA92-52@U^UG.JU8K1V M1&TSC<-P-FTI%Y/+KEDC-Q>3:#(,?.++E;$# MT\OS-5VR.V8^KV\5_J8CEYJW3&@N!5%L<3&YBMY=IW:]6_ OSC9ZYYM83>92 MWMN?C_7%)+0"L895QG*@>#VP&]8TEA'$^+7G.1FWM(2[WP/W;YWNT&5.-;N1 MS2^\-JN+23$A-5O0KC&?Y.9[UNN367Z5;+1[DHU?&Y<34G7:R+8GA@0M%_Y- M'WL[[! 4X0L$<4\0.[G]1D[*;ZBAE^=*;HBRJ\'-?CA5'36$X\(ZY>2?P"DR@F/TIA5II\$#6KGS.80J)1 MK'@0ZSK^(L=O6'5&DB@@<1B'7^"7C&HFCE_R.VI^8FNI#!=+\N^KN38*0?&? M+[!/1_:I8Y_^?U;\:B;DYQ4C-[)=4_&$ *YD)XPFF"8<;]T3\!T"+MPZ55-1 M,<2261$#'FLE'[@%DB9R0:[N;DA<,1;9I0(3K:X%5C3\,4;X'1P;A8)VJJ:B\K,HBB?MSOXH2@I/**G>UNH=BO M'5?@7W-=-5)W]ANK/8Y9/; X5:RA]G_!!53E$&77#'2.!&2UKKO*Z "(^2\$ M\7AB"@-6[B632T77*UX1BH2F';QK G*S-;LU0Y2_UUY+857V?K#ZM,RL9*W/ MGOF)0V"UI(+_QIQM)#$;>^[C".R3$DF("CP'6N0*D)9&C8 ]@N6:^;P)]VMH)&-XWL8%D)4VC# M*V=7JV[3\"6S<<3$$OPMFTH* 4?XR,(/DCD8@:F2W7(%.1TAS.I\U7'#G&9R MSAOFM) N[LE\D+C%@RZM5H95*R$;N>1LM*CG/ZJUH!5ON %S/3 "AH6F+L5# M768VC%D9:H:R55L:S=0#KWH(U%;8MWW,?WB$(8WN _VDC^6:8YD-[:UV \%G M\-HNUXPY?SV+.["X%W+3L!JFM@ZF9,$8>>#TB!%&W<_(M80]Q\BH.J7PT3PA M1H6-!N58P'VT?A;<6OS.V<9;KUIQMC@233;.F K(9B5M MK)IQ*7MD56>+)%RV@,FPACW0IG/FWHFYP''0QP+5 XLVC:P<%= K.U6Q/6QM M*;E %G QPF@U6L KL)-/MI !ZXWCH2GH=K"XE@VW&W7:16^?]MB:*N\:;'$, MUM;+H*SWDHFVAO1[;I @5C9#0$U=*3[?\N];&9>@^%)P6(TBY/:EV@GH/I6/ M!JJD-I:\=VP M1KF\0[.]\PQ<39MK2U^&W5!XJA6U.N*;+OD#N\VV5BY>GL% MP!GJ@R&UQ*209MQYR(W0Z0&=V=IG#0!"(,D$?=CY]$YK]!W<%DL7&]M%<*Y1 MX-$I*Z351/<8E_-_(& M)QXF4V=?++9NVJ)'2)^V3X<$XJQ[1NZA0@E>6CNUF.[']I!%I!,!KG$#8^FB<_@Z:/3*0JQ HKDMP(2H[ M;0O R;MMB1B3ZHU$Z7&YY687 Y]\)+XCW\.AKN"Z_*E=IQ"A(1@YO4'1G@59 M4>#+3<;OGWT-LR\Q&B492.(RR&?I_N^MD@M;^%RI>EF:+ SB63$2#^]^^&=I MG-5]^DR265!DL_T-D]DLF,4A!'L&2E*605*F!#3Y=G$4SASGNR. C>(BR+.8 MQ%$0QM&6),5^>4*N7H7E*)@EY8$^?O2S&(!< WB#'P=H'A*5!32(QO=/^_GW M+5HM?0*?16$>A'EDOX)B5N+]MB>RLV^+,D@S?/ZQ (K*/RV XBS(P^PE /6S MKP=0&J1%N/_[2@"E49#&Z4'L],// 13/\B"*RX,-2X1G6!X *,>R64CPC+8( MS0O@Z07\I&%0@&^4!66R [D,$(S25^,G+P_5\:-?BQ\8(?!)4I2+;WS!&]!1)<0"?K $+7S";%L09C&4*X_"ITR#!$6B#$(D MCVV]2H(D?3UX9GEXK/A@]&O!@T(9IL7X?AD\>>:J\AM4VK3PMW/4H^I_H[Q 7'@%QI M3D]O<0Q%JQ^0?U@]8%&FT/@[GK^@)P9#\J%38!80'#]PHNX:JM".?JM<$VO7 M?<=L1_ODCP4>.^X,;(_M]MBBW=%C!XA_TZ218GG:H ?W=P&8GS_M7F(HMK2& M&!(&=.$2A_^>&ZA>PN9!/^MJ\I[%WMB9(,YM"Q,G:O64;^R2"5:MR%!#J*,"*YJVX_V6&X^L0RR,H903Z; MY7D/F4.E(4B6HT^S34J=U5OXH#\0&' H+=^0#Z"+4;OUI1C] 8G MDIKZ<^L=2"G"F1V[$ISN7++"X4MWE6P/<+"HOV\=1\?;ZBM_2;M=[J^Z?Z0* MIWXXE"U &I[EV80H?WWL?XQ&M&1B:;E$9;E68+!;1M?9 M_*;P_L'A,\>]/9'!5[+1^JM7WK3+*/4)H<#&>09&KWN\12$\$:7Q[< 932$] M\%0^LM^%VJF6#;-XJ\5?O'6[951'T&+'!N'>Z_UK/-13>KY&"QN>L!]]"XK8 M#-9I>0"3+KD:W^S[H0\G@#I]!) ? 'G(>PP4LGS)'%LMC-Z#\=[$YH50:D!3 M!]]1QMT@<<7N/I#GPW(P\^2,\60[O MM'(["Z]4B^W/! DE-666'S.[R9]D?(G-!/Y!SV[,&EQ%-G$5SC]$CY/!Q MA]!I04/&U18 MARORT(,EH#V? UT1R@V:Z9KHD5W!K9;]X,C\P.TC6=VY/3,(SR!++^.JJDBZ MRN/B:@9W@U'<#0;C7T";@8O65\0EI7V/,M3SYQ]UGN4O(*OBHKZ$-Y2E44P\ M'RP^A&GQGG;.2-5H2[":W,L"RCPNBP+NN&*J01!(4PW&C^]SW04.9BV2?Y;& M:5%.T?*TB+.JI*A97.8%O$5KY[17FD$.@OE&M4A-:S@;%PZE3XTSCO\S&LZN MZCC+TG,XJ\LXK^MS^*@=$Z$?59R6)4F759S/*OC=1YB<3+E$LPV[S%)I=#7C MP$_6:5U>CUOBP7W^8V7)EJ?2.H.G%91F-#3@J3O=A9VRTHPT4Q!VM?#3> M@;*R5Z)!4G_?6[HV35>2U6M%\LOC[WW'-W)'VR-?:3 M6R-ZN*EUXTY':^\WQY.)J]982SG$ZBID0 M:JP\(TCZ7.,%:LU 1./?'G,TF.2-^^T=^J_!=_+E2CJ\,/JC6OCUZ:@8P0*7 MLM7^G=G^AKT_.>-51KOP"]MN;9Z.H&J=-W6_F1C4JNF^\J;786]#$3^Q0?0; M1.#=&0HL7T@OSTZLV8+EU83&C>!JV$WD5,-!>>\MS2K:Y\]>&;/8*JU!-@MX MW7C9K-251I@[A]Z=3#S9X)63JL<[[_#$$WB)@#>F\6L'+YL%+NX"3(CR["?TL'A?KL=O("D]'5(T.[36.ON;;,/UAC5"M:18=J 8\=Z6UMZI9 M@:Q-VW@P2UCMEE/MAS6W*"T@QQ4H*EA?H1TB Y(4DX[6:BIT!X<=3H]O6D>4 MW-$QG+>./'$.+DQ#)P$A?#!>:CB76C95@"#3]^"3$@Z@F$;E-.5&%(N,OF46 ME<4,YHM_J$[HH"!CW@RLCX'*EHJR ;SI? 6YMU+$.?S\4R$2\4MH/VN?W".S MLRB9%OOV\R@IQ?<7D[S]H6(6G3-Q/+OK3)PF3XLYK_YME5-\E+I!N/O?9Q4_ MS+*C867H?'O,67,?7)55U=:MEIYT'#16]48JRV8Y,I8CPXH>B'2TD5_L4O/>9>>'\/=19/4MUY] MYBEUG]PQ?,!JW1AM5K<4B#2.LI)#="BF49$0*QJ+ID4"^3CKM;D(]Q?QL4C& M.7/6:N,@H:#2NL,DI:\X A&5A%0,VRZ)*'M'&3F;PF$9$W@6:B\1%+]NT>\4 M G8T(P)I?@2S$L18])-=%1Q +J)BQK5[F"51F:5,,HFC4LP>R;8?JU62!JWH MR"AF3"./A)B25NG7M9J2CPF)E <=Z+7UB%9I)*8S.)PE&>N9YREK5=S12DQ% MKQ6Y+\:S^UJ1+@1-)-,RBLLL:)50:,7.U4"+:IL>A Y!.3KF=-5+9:ZQJPIT M7M5AJ'6X;#5HM40N;YX,ZHQAOEI97-$B/A\?(G.!/9 T5.$!^]37;\2]K;,9]GWX A8<->$8?@-@EUQTW%=5OIEL&H@"OC MP@5A\1J;%L?P0'-+PV=JGV'#0S_A\[^ U!+ P04 " #P.&A2A%CT M?"L# "^!@ &0 'AL+W=OVV^V@;1P4,KE5U%C7/=19+8LL&6VW/=H:*56IN6.YJ: M76([@[P*2:U,V&0R3UHN5+1>AF\;LU[JWDFA<&/ ]FW+S>,52KU?1=/H\.%& M[!KG/R3K9<=W>(ON8[^EN]'[-SC6,_-XI98V/&$_Q,XF$92]=;H=DTE!*]3PY@]C M'TX2\J<2V)C @NZ!**A\Q1U?+XW>@_'1A.8'H=203>*$\IMRZPRM"LISZ\NR M-#U6\$[PK9#"";3 505_N@8-7/?&H'*GJ\O$$:U/3LJ1XFJ@8$]03!F\U\HU M%OY0%5;? R2D]RB:'41?L6<17V%Y#NDT!C9ADV?PTF,3TH"7/H&WX8]\*\?* M0T>XM/#EYK'BV).]'&:,_BH#)9ZI\0_1.7X VQ182V(D<63M/#/60JWW!^K4K>M"(P6 MYG&1YU#$\UD&UW0MB,\W";E1OY%IPHL/VB'D+^'77W(V9;_#;+: &Z23V)>N M-UY>%B]21OW(X /YVEM%\ AW)('%!:$>$H$J+9A>&PO=V]R:W-H965TT%[0M';+#=/3];6 M;A^=GYMDK3;2C(JMRO%F690;:?&U7)V;;:EDRI,VV7DT'L?G&ZGSDV=/^-FK M\MF3HK*9SM6K4IAJLY'ES0N5%==/3\*3^L$O>K6V].#\V9.M7*G7ROZV?57B MVWE#)=4;E1M=Y*)4RZ+HGA#7WY,GYZ,B2&5 MJ<02!8D_5^I;E65$"&S\X6F>-$O2Q.[GFOKWO'?L92&-^K;(_JE3NWYZU(6UZ*DT:!&'WBK/!O,Z9R4\MJ6>*LQSS[[MLBO M5&GU(E/BMC ,F$D?BIRNS;BNSQ5:9_ .7AN&(]JQE]$MU)\J9*1F(2!B,;1^!9ZDT80 M$Z8W.4AO8<5+;9*L,%6IQ+^?+XPML>'_W$)\VA"?,O'IQY;R1UA&_"3+9 TQ MAG-QD,"/>6=8(.Q:8>QF*_,;H8VI0/=!-!F/QC#1+&-O6ZU*M9)6B6VI\T1O M92;DIJAR*XJE&(\N9N-O#B^75HKT.A4:E(C"%5/*9*(0$&P@KM<:S'B"H)]5 M*:8]> <63 4";K5M59I*XK$M>&?JK2H3;12MOJP@+@RGYP68?0CQ%9:8$,76 MR<^_U;FV&DN 6K)&G"B-.(5W/'O#E>G1^$C\]&XE6OU=:JS4*5 M^ XNE<2;&PP,Q$*M=)[K?$53.L,"5K#CI;/V-42*J&/),=HUV/>F@:CR3!D# M\F6F0:14M0A24=#75$%KJ5C<].P&KQ*G?[S;48$N!>2P,8X16UC(-4>&VI9% MHE1JQ+(L-DPM);8AX=I!:EC=_R:+%3FB<)ZQIH 8M3,62U. M,%;A\;6$HVRQQ%N-K4)CL.DH'$UK@QJ)[TB #\)@/!X/VM2^QKQ1@%;2L75H MN1#1;#0/+R-AUA(:KZ=[Z9!5A!>/#:9M-I X\D#R!@R7XDIF<(X',/1Q6/L! M%E)_5'"23#D1RKPQ1["8%R?TSKR2? AKF&KQ M.ZR9%TA_1VYB-ZBVWE:+)*E@A[E;(\%F@0F$V:I$+S5TK*XPW(A%99T]Y86% M'7I2> ^$(<@P9)*4%%'(@JN.,MH\5O(^S,6M[(U(,[@WLB $9(4\T(8G;\A M02TK?*=04A97.O52[T^!D)?B6D'VV-X*NN9)DI1-]K26^4J)4S@+P \2$&G' M!\ 40RA$K"A2L:,O^%U/95_S7LR*W #!Z6W&NBX5^8<=WG2'#^=+X!)OP6$X1CKSPC\B M,F#&HDLN15#*L-=;3!]S O8=]9:R'4<[HGH[FR39D?C!2W:?$9)U;;)[LI/U M,Y?I6"P0MP4H[RN2,!/;WJ*"G5$N\"&A^9YB';U!%M NYN D2C:!):ZZN2> M:!*0RFJ-=%6U*]8 BX 26ZF31!L-=)E4&V,IZ)M'XC0\ Z*@!,'\)Q0F4X12 M**^D=$$Q%F&+WW/^X#WMCL(WGR__5N5*3,8N5\(3H"QFQ:_!CKT[_0S[%RFM-AEWA_1I-;L-V!@=Q&J,CO?0&=]@H$$5[XD2\0?03#I1(U>! MW]:3)JTG[>6N_6!%^F!<@YR6Z83C8YDV&= M3LX.0906FNS"AI'X.UNET_M^B.JFJCI\'IF0WCV(PM0*"(/J,6F5@=NNEH8] M;B"[TE&H3%EM7OR0I%H5>_%R)'XC<;5R'T!'6\GX/5497 #'"6E\S#2*9;+ M@I2E@PZZ)434TS#G7CQ9Z%S6XG*IG79[<%[@\]*>^=25'N 7POS#)L;JMYQ5 M'50VREJ7^@>]A%8O*DNR8.9A1XH>*7 MT"2;7%WA"&IG<-C7D+FY9+<^F-P[2=4\QM/L-"[[ M=ZCM&O4(?WK'15JM/=REQVW10=_:SC =)[C*;P.AQ.CES1ZXQ7\B*_+50PKQ M(M-RH3.R>;#N["8W1:;) Q#\9<:G0%?LE.R* W)>N(,K>P 7@"@Q.2MQ09"0 M,_F%&<3JQM4Q*LX0)5%:9'HEO=)@*NQ IJ M<(RH.!O5&M#*,U8?7TS18PL+XLSN*R-]AF_?>BW5O@CJN@T[M9_I#LK^"\Q' M63^[P6A=&H]=U+$E\E=5\HG]]RKWX5GR@;"S($,^AEK=#9\V*(E#M*H+#,C% M%-I\Z %)+RQLVV@$[U+O!0MWT$T2"D-\;/-9KREE[/EL/TH;M96E$^=.38)* M#ZV?T$;HJ&7)X3:(^R[[<0% EN4-J[=WBFGG-A,8$ #D)57F'.W&HX8&5TE= MMOJ0.(QN="9+7YW)2>K.+LEBT@)LDLFL)> 5 9T5R2:*7>+*$O%]:A;F=W= M&J$1.(ER0MV!%S[.T68>S*+1O"TDY@[S](%D6V3:W^(A035EJ[:2LZ=(MZ$] MSK7Q90 /R%**8!3ZZ*^V_7BYH0BWDS"6#F4S51=. 9==ON0%7?:ZXPP[M"D" MH"[:]I40"&^TK.94F\0]Q4XP %K\TWE[<\)%!%,(FPXBM0&B'< (C9?S>VOB M,U<+AV0Y[$:VK7^[HB#DFM71YS:_HJR;-'[E"I-M%9H\/!THL%V.XL:8_ )W MN.! 3F[RDD?:?9#9ED8[+!:M^ \X^H^]TB@D;TN]J*P[1NURVG%X2O [FXS; M309N . HPKJS5-G6[2"RGD4X $4$;[4*0L7.UP8L ]!F38?:=[.-NS>_YX9# M.X^Z30?LI;=O*MQ52:VIC@Q\=0=>L]76Y5Z&A!Z5^8SG.6!#WJT@,CCSI>^[ M$H)B2:4N_ON&2G;S,,<)P/K8ZOI#"9]C/.3KMHEXR;;.6A%!A#&7^3I'V Z= MG>9&]XT[L=4AOBY6(Q/H-^K80G70K4C7G+65:5.7QZ$-& D4F#90X;;J^% X M[K'.7#<4Y-9-=;6JV<4HC(]FL3EN[JV1%'RPZI;<$<(>ICJK7"VNN\V^F&:C M>1MNVJ-(_]BQMR YX$KEJO0])>M0.E=?8<"*@CF,S?C$LBT(:Y$ &I;JGC'6>KEAD^77<&P#GKAL5'*D.&]W>K!-E:'9-W*JCN! M!^35G:$9#G946[@>5GVXO;,& ?1:2@>#RYNZ?2%=J/.!SSMST);CJ'JMRA6Q M>L6-42E8<:4+#*YX)X7C06;Z3^DZ)YK.19B1-.=X!^5U?H7G.^OM=%WL':+8 M[_QT([\V9>6B2[=#0VI=440OJ>_*2NT*KZX'=E;M"L'5O?GHG9M2-+(*+'&:QO%^%.IB4:CA0 M1)-1U'AI@QTH.->U^STY$P8]E%NX)]?++0_[N85/04GB-,I".W@V=MP":4*+ M; ITMN;4VM8KC[DTL)_E!]JQ[CR\Z&9_ $02#M4*:C1\" OF+<(AZ4Q'P_Q\_> M0UV0*E:N==$ FUT@<\*?3\Z:HDL\?#>AT58XX\ >_S_?3YB-9Z/).]]/J"5W M^_V$$#XXGTR^@/L)%[-1-+F_G_ Q[B?$G5KVN]U/B#LUS_>YG]#,/_Y^0OS1 M[B?$G_9^PI=X-2%NFP:?]VI"W/0@!JXF-%;S*:XF/*]6\/Q.(OGB;R8X5.8P M3GA_,^'SW$RH;?3^9L+!*'OGS81:AE_IS81=$_A8-Q/V(M1[7$SHA-3[BPE? M]<6$+IC[\(L)SWG7S?/__:^^?Q4?WSUK?N M^^='],_#..I6I#Y- SWN=FSN&^@?U$!OS]KOW4 ?=*SW:Z"'4:=8_LX=]-IW MO_0.^F7K,E]V![TUCO]1!WTRNOB2.NB#EOM_T4'?*:5^W YZ+QX?W4$/Q[-W MZ?)_E!9Z/+J\_#I:Z&T7Y+.TT >Z+?=M]/LV^J=KHT_C4?@5M]&/[$)_0"=] M-IJ_3R<]'L7AD9WT1B?''WC\*Q^Z)%_D=T5R/@7B95$9;-.!U$\/Q.GTUD0S6=GO7$[8CX- MH^!B3H-G03R?G(F?!S;_0,PFE\%T$N%3>#$/QF%TEZ#VD-+'E=(AL+MWHL-B M/?L[(W$BWD\G4]IF%,PAUQTD"-%<7$(TIV$POXP/B2@:SX-X%A*5<3 /IRRA MMEEB_8\=6#Y[>;BVAVK)E5W!133CO]/)I7CNS*D)Q#M&%0:3Z5C,9_'>P+[OAV$PBZ?B(HC',_%K M80\L/0WB:(X/\V ^GR/O[(Q@G#7MW$K6%!*75*>L8V+/#)LE3CT%ZA%@!% $ M&?2=<=%8_-EX8@6@G6R/U(?CB_]G04._OW+>^<4;SMSTNS[&@6KWXS?-T^:G M@YZ[7\QIA[O?'?I)ELAFU#=88BK],LF)*^+57VRQY=_/6136%AO^N%82:8D& MX/VR@)WY+[1 \X-*S_X+4$L#!!0 ( / X:%)28M4LR < .$5 9 M>&PO=V]R:W-H965TH=< VWVSW3B- M;G:7&XPWVQ5Q)G.//, MS#-#WFRL^^!+HB"VE3;^=E2&4'\SG?JLI$KZB:W)X,O*NDH&/+IBZFM',H]" ME9XN9K.OIY549G1W$]^]OC@A\5;?S@MV!/EM9^ MX(>W^>UHQ@:1IBRP!HE_:WHDK5D1S/C8ZASU6[+@\'>G_1_1=_BRE)X>K?Y) MY:&\'5V/1$XKV>CP@]U\2ZT_5ZPOL]K'OV*3UEY&K@ERX MN\\^-LHK1LC?3 ,T\OMIUDH_).G%,]+SA?C>FE!Z\7>34WZH8 I3>GL6G3T/ MBT]J?$/91%S,QV(Q6\P^H>^B]^\BZKMX1M]#X_'&>_%HJZ4R,CHJ_GV_],$A M(W[^Q!:7_1:7<8O+/PGAYTN+^WPM34 QO*=,O#6 XJT1_\R"79(#(O/KL0@E ML2^U-#M!)I"C7"@3K) "R9)]$'7CLA)Y*F3AB% _0?!7WL91%$=M^B!-KDPA M"*_#CC5 DP_"KLX8\>47?[E>+&:OAU_BJ_GK%V-LK,$&K*QV=JURF HM@;:! MWWFKF^0<&$1XJFEBZP<9X7RP9Y;KD^\45JQ,HB2-'Z2D4N= MS,^L66-%#*74@K8U.44&6F7FK/=Q$32SNWMM8_B8Z2;:N;2A%"N'S,6Z?+J6 M3D7MH#K79LB7!H0"C$3C ?":2I5A@8PZ@SH=G(!$RP ;[ -<\ 1DT1F!J8;A78A_1._'4^GRS EKC\UAL8%39 MND7^>.W7DUFW%&M$)GTY/EYS.;D8KO&E1!+POIFM*KR+&36.KAQ)SB:O>DFL MKVU@Q#D3R,6^T0S8EXTSBV @7YZK @'676106,4!\JL9+*B;74#6')5Q5)W[@4?YG_ M I)//]DFF6,7N>LK VJNAB$Z#V_"KK/"4P@:1K!EV 9 1#R7H(L!_%B*/)"F4%SET@.@UHI>0_QC;!!+)HV\09[P MVEB:YYTTJ$AIYN2X-^^6\(1<2Z5E[SF$!M2L3(Y<=;N3(/<$."4F87Z4=I+*QQX?C9X/+,:G$GY/-=&A)M51PJ=$4"@(TR% M_#@ ,3-9[FU,HLPP'5:Z(-*&;PL;I?(MT]0.0CBG\\9"V MGFH)Z/8C=S0\M8"SXATV #LGK3A\<#J=E*,P_/>L.8:7TWM? &FR!9!H0?QF M$T>!.*#'8RMT&:(88!CYNNZWW?2H*_L_@.][U@[G\F>$%F@+7Y$I=&N M96<<^UQHZGW7VK/'N6XU/SI"/-]'#@=0Q*6)I-ENKWATMM_2]&-0$@;-C[MZ2HTEF.&/9 M\WG%66RURJ,#2ZEC?<4[F(GX2>%LR4*!9-5+Q$-J4#Y5U0=C-^@>!>U1/"CC M1VV;?#"#=.IBF^66QJ7$I!BI18$ABC+TF7AB;5N.*8&X7QH\C%MR@ K6-DP_ MA 24CH27MS\Y\>D=*QF8XI+*DLN#KDYBXB.4.$TQU)OW_ M[RKXW#W1='#M!GR+>+G(V8&<2S=P_=O^_O(^7=OMEZ?+S^\Q(2&.0M,*HK/) MRZN1<.E",3T$6\=+/,"/8,:?/)F2XP7XOK*8X-H'WJ"_U;W[#5!+ P04 M" #P.&A2KCE>?K$) "7&@ &0 'AL+W=O#&^NEG*N/JKP>?G!X6[84,EUJ8S7U@BG9M>] MV\.+NR/:SQO^U&KE6]>"-)E:^X5N[O/KWH@$4H7* E&0^'E0+U51$"&(\371 M[#4LZ6#[NJ;^AG6'+E/IU4M;_%OG87'=.^N)7,UD580_[.HWE?0Y)GJ9+3S_ M%ZNX=W+4$UGE@RW384A0:A-_Y;=DA]:!L]$C!\;IP)CECHQ8RE_-4P@#AM&6:) MT%TD-'Z$T.%8O+,F++QX;7*5=PD,(54CVK@6[6[\),57*AN(R6%?C$?CT1/T M)HVJ$Z8W^;&JK[3/"DO:>O&?VZD/#M'QWR=X'#4\CIC'T?]OSB<)42Y>^*7, MU'4/R>:5>U"]QZB+3PLE7MIR*0@L[(^FD M]P HZ\12ZEP$*^ QXV?*"2D*+:>ZT&'=)X'I(-2&%'(-HGVA63WK+#-)H'[ B9DZ6BE!1 +W3&>+> M(@2R2L-F9$C8OW*\ ;N--9M[:*RA";8I!((VRXH\6Y$9H!11DFS1H+*%T5\K MA57I*("\GE/X2+'0RDF7(1AD(0KUH(JH[LP6* QL$QP@[^WN]!0%D2OY/BG? M4N-"_/,?9^/QR:5X2_O%X85X/Z6D@5U4/5D?E? M0%N5'["M= [[L0#L)M_VDZ;DJNM)W-K'-V:IT,$69:C%(ZY2ALM$([51$C#0>CS @&LV/]R87X M;.Q.!"174+"%#632T06U0ED;);1 Y^ F$CVF4*SL)1KMJ=<+IW]IM$4<%Y!+/8M^KO)(M/N 7H MB%;DY )P5QX4_,%@#^D=LC58U9!1!Z_X9 -<^/1J=/"%>+E5XB^H#5/K.I!F M%<01S\1D?-8_/#_&%8?[^+)SM5D=]\_.SQ_9%=>.3PSUX='Y^F_U&#=K3]793O38,%W3K;;P..J (8?P??O:B2.@FD M%_;P.6H>$*V[@$;12KRV=U9[P"^F)-H[!INE16GF5$9=QTQ$OXQ%@&JZ0D@K M1R@$V$7VH25TVG^A(*>^DKSO/74?Q*T->JVR2RU'#,(N_'9@W4Z#Y :3RX'& MZ(!QD\JB\+9RF8H-)*CM4ZDF^",P;QHVVCA%NP0"<9[EP7"#GY_V$"IWT^D7 M<6G#/]76&N1CB=VIRA%SP2,KJ(&:Z8@X1<*#'T#;?BVR/?G4-)X",OZ*/B0? M?O:)-_FQ>.^)Y&Y[N94BGCJ:G8:7FU!JZ&6Q_LXUC+MHC4/:43P.Q%MKYB\* M;C>"-/,4Y+'(<.%\P&1/ 4=]2G..Z4(#)_#/Q*XF0SLTCP[*M,NJ$GVVB1[+ MT;5Q[9,A31P[-;5I\6EJH*XM3C@6/&*PW:.G#63'IGW(>>2HR5L7)4Z#$UN= M>$4-&B'\1HJDYDHCGQ/'646]5HMO?Q.-B&7,P9SJ.0T17,_S.#3.N+C1H<23 M7O D!=&:?(^ILT1?9_/H.KBJL0+[K+9W7F6QW=FPV&J3NEZ'X:C[*E.;(6$1 M#KA63TE(%72HX((4=BBX<;8A:1& +D>R ;X@/WRAB,@:@=\-,A7Q%SSGUN9L MMJVH2(;%]$I:@WQEX+/6^-*1'!R+>G";(:?)@YS=Z"7C%,<]WNW'S^)W.Z > MX/#%Z*S;02(.N:^-H<'Y>W*9?F!Z**R_*!IDJ5>'DU.&IY]-++1S>,8YW%%! M4\)Z'\G$5P7=")8T2\9T)YNTRUI71(.VQGOIUJ0' H* %4<;B[:L"4L',ML& M;OAQ%TJ:\*P!A1W/ _G>CFU767KRNR6W:A2!V+]S6*PL]16(Z<"H\%$9#=5H M:_N]@.?W"+/*L9*Y\IG3TTB%MYX*.45BH#"1C3:=,)SR#$W X!@EN2A :"#> M :CF4,2I@I]-<&YM. MHH'I5-9Y#*^;R?WO$KHQ3:CAA,W2K7L?2#"+1)3Z"T[W)!BSX;?X [6"]3RJ+3WEVV2-'N\ BSS7@$>;) MX&5)CI=NKAASZMFH+^A]7U!SG?43LN#&I;ER^I?B8NPCPWUM1]N@C,]V6A?2 M.NMKK ;@J4U@-#]+L)9LM MY 2G7K33#>O=?-DV=?("P48WND>#2<.)-,0X&-] /;T5(O@%+)5,VBJKNWE; M#SGM[CR^2?K!Q-49&5Z3I=[#4KMPP8/7G2P(COOB#E%@&-3 GYU1M_/C_N1T MO"12?6^TAZV/!:5"&ULQ5MK<]O&DOTK4UK=7;L*IDA*U,.O*EM.-MY* MUB[;][JVMO;#$!B2;+S?& MWKF54HUXJ,K:O3I9-JDFYDUJK&-PMC*]G@HUV>N;55LN!%57DV M'8\OSRJIZY/7+_G91_OZI6F;4M?JHQ6NK2IIMV]5:3:O3B8G\<$GO5PU].#L M]W($[F MQMS1A_?%JY,Q$:1*E3>T@\0_]^I6E25M!#)^#7N>I"-I8?_ON/N/S#MXF4NG M;DWY51?-ZM7)]8DHU$*V9?/);'Y2@9\9[9>;TO'_Q<:_.YN>B+QUC:G"8E!0 MZ=K_*Q^"''H+KL='%DS#@BG3[0]B*M_)1KY^:/['>>&#[G_<[_ M",/BG79Y:5QKE?CO-W/76%C-_SQRZD4Z]8)/O?B_$O.?V(X_$>&M+,6'>:F7 MDAS B2\KA>^JM:RW8B6=P')E52%TW1AQ+ZTVK1.UJ9_ELLY5*>>E$O!^*VEO M42H8OY!+JY0_&!%!Y,HV\'QA%L*T%O\L=*X\3?=JI?-2N9'XJG#D=O5JH6NA$:Y..!J2&E;1)$ MLY*-V. M79;82-EH(MD2*V29 MB+20$K1FE=,%V?"]+*&/92NANT9!N1!3_ZW&:H[MV.9>P7*B!@:V3IM@#0R/ M[$CFNM3--EH+V6L4 5[9P')7\;L*F9'X1JAG>^KD SD(UV"MM&3/R#"YL05; M[D8W*_'%K'4NKB^F0W+8#6 )E%%QF*PC<=W6&L:!?VS/Z'A'UZ[7I5;6/7H< ML\,.T..)["&#>>1JW; ?$0=!#@@:F8Y))V1VRJB MF$3*I&U[!">=^N4C\6-KB:>,3^[KII)P#>D9:CF0B;4I=;X5*7G#P.Z46D=* MF%_I39,DME$EN*U\YC%D<3!6!",^:BY+%A(G25(%W"CL+UF<[($P1Y&7L%NR M+[^0O;3<$CWT?->LV-^LRLVRUK^1PQD7?29& I8GUII<>]OCX.<:Z &HRE&$ MXI,@*P>*"GX))M6PHW!4]?&7PH2"<4/"D+S=<<\A72PTUK@2__HOU]/I^,5: MYG> 6+3AFK2CM13"V0N8&W]JJ>4\!!"<"UZ0 MVW H\A5'+_ATLG@^&'3K"BZ74S*K>^2#?XAV)-XOP.ZCKV8^L\5WF!7.CY$9 M#[ Q=D\]B#L-.I%HJ:RB?)QD"C63!*W1?+>RT,FBN9RL#PR&OFER]X/1O MV:-AUW-C@1V)2#[X2?#0]V\_!2=\"C$GM=$K%&!K"MM[J3GR_X2HB(Y3X:O6 M'^>IP=9B(UT_&70GR,)CA'04/8Q)[:FW*-I NTY83%!0*RNC[RP;TY8A^\#" M(&T&!\RT-V94+&1RECVHZ%LS#%U7NI0>!/G86;'5(A6!,VS4\9Y"+*>8N! ^ M5IL*:5#5]]J:NL.%D3X6&-L8=. 6^I\!11W!]VOC05 6B)I@3$.:2JD6CJV M4?FJ-J59;A%>\L;8?9#1@66B?8!B/7;5G!&BMA.H MS%0U!]6Q.N,TIAV%RBYS'18&V2.2KS4/FI ; M@78&6[N%"0Y"X M!T"#$LJ0YUT.P#T.! @E,A+8R@@&V1:O!-'W[:-'4=9[W./AS]+\H1;_T4(= MDW.OTV$FE'4-?\P#BBX4*HV SI"AH/N(U0C3(GB;K5+/$[B)A.\3/ M(3%#X6]R$76B:^9D61H(0E 6$ TANV73TG8M[4QL0S1YA%?&(DWCL*, M>,M*WH[S3Z<7H_,8"_?BQG = ^1>'5'0+L61BL+ME!111=]ITGLH7/NXTXM# MSR!]/-KC:#::)(;^'WDX:'K?CET4FG!.KD(48T,JC(JHT0/U@S$*,NO2:'<3 MU,?H^$J6/J97YKXO.B1O VJW ;)H(\G2[7$_SFK01H(-NQZ*AS=YS=ZX); M7$#'G?T>$?LP/[#,_-7#L11U*!%YN'G H#ZWV@NXJ%'K UBF8XG-^S#DE:5V-J))VSKIG5XP3U] M+OZ+4-4/1S;A#6Z)KK74!9\<&!V$!:*FA_V[BJ;AYQ!(1_G/?K^!3-/U8N_BF&]6^Y=3WWESB3,X V*;,HEGU+=Z('(%SIWK^ Z'XV# MHU%AYO_:J6BFH^OPQ=&SWD7=?R)$M'?(E?@+_[>S\04>I4#BPS:RI:[:>&^7 MJG]?3W3]H]VNU8':\XF_KJO3C0FBRN%2&L9-%NT\Y*A]X'FZ%U>Z:'PPOM"N M U?JI+!C6O"]B3B%JL^OKF @UW (/)K2G^.+[L$Y@N;-;":FV0R1!@\N*(I> M=M:!1S-Q>3[MAU6KY )#"-99YFGTK=-@I!3P&UU%5451=B#\#^J]J^\8&%"_ M0C3\3B6W! U<._\[73 WL80AE<:"+=U^#F#J$Z>4^$^4IY#,TQ''23GGQ7/@RA.V3%:^)IK;A?5FY'XH< =<7; M4.-\1#+9;Q5+<3&>/+E[ZKM@'B0"&<];#V"QAIMO+";JI*A2+S5).]7X7*T3 M <,R#MS?:Z*;> DO L_%?2$5Q\^%KF6C7W5TA C3UI<7, MKXAT$M^+T,AN/@4A_.7RR[W6N#8R]&[@1J"Y1Q_HB0B)=9MZ!6#XV8'G__0#^%S_47 M^Y4JM#=YD@ UBGV\&)"XKP:NW4_/NUHRHT_3[I/WD='EGW*1;,='?D:A01?! M8/46Q2Z]$:W._D6D;OFPG5F$D]#>E),B%"A9Y;_AE MF7K]T&E1&NO=97BI />2X;;D$!U[1S8B0N>: M\]:.8073\,DSE*2>(N?9V&D2#R[)X@S)/[ :9[G$NZMF8T1A)1)XO/(W/*NP M(Z:809:(VTO",*$E09<:$^"?WJ7&[EVD>M [N>A-N5XA'C2-%/^NC%UJR6)Z M[ZP$'[__CO$]OJCJU$ =QFV>M'$^6*7L0ZT[_%$/!S+"-2@,"X#$DH):Z_@J M;-XZQ'M'PS%XU,(\N;\:6@J^2N\VVKEPI>=M 9S>TXD?;B#[NQG*@#&I( M(J(^U[A#LH;8[6;QXF!Y<%@BMQ3(+D?:B^S MS_0R=8BB)"3U ._@<1-O53:,CW"_VMAXSQ\4$S);Y(EZ^"QH87)_4T(-H,U* ME_ZZ,&Q)+\0-$3 S^DS!GM58+Q'GFH,<6;I,<6RTW$[.)6(#'-ES6,D'AE)K M0!@.,SU;CI"$Q.=;P'PU[H)2UGYJCWLIW+<=\L"S"WEH M,](]?ZC?Z;O >\2>=,NR%YETME=^ _UO3/"Q7*> M\PA1.-2W=JFQT;EIFL.CXH3O/W?F%/R0#-V?'B.9Y#B@DD,TCYQ!-[O=F'@A MS.VW$%7"5 Q6$)PR'N0 KMHE"R1>P 8#_45:&,2@UV!5L/8&7"D_'>CTTOL+ M#HBM)WVXS_G[[+3F5.*#\#U/>22F/#\C+5_I%?&3DB54\,$N91VO+$G^0%ZHU*ASECCBZ+L.; 4# MC-_%YFADFG3B Z._>)8TLJX"+2M_9FZUTZ%''0KIT)K04!*<#Z0L2?HSS-#E85H!6:=.F=XWDF!:3L6"#\@Q3%*&$8F.SAZ5*>! -;9= MA[*Q9ULTP@J(D3/)B]^;5?]^I3_, MM3M6T(21L3 *3Q@L3I@W1Q8>\\+;U%>Z[?>5?DP"_-PU]F3(F32/XHOGT*RA MBW:?O;<>+S:'Y<9C=CZ#'5 QY;!"$ZB@I$XM=I2FN71A0B@<2Q[&R2GM[TW6 M'60OVFWOHC%,)>.,,-C@)^/(Y.L6D)<&WM6]*;G3MY >[Z3F%KE"PS$O "80 M%,MGF&?3%A[DH%A(38A(:=877^*#DB*1$3RO"Q^5S*U)LV2C)KRI=%X/D(+=I^?Q'-LX'FMAYF*?=7O6IVDFV=&HEQ<^$HUU$9I;./@N,C2 MF(*MH3=49.KELQ(%39'&G+_&@B0 ?[EP$[V#>84A--KR(>3TD3D[RUKA\BB M,O?A=NN?,5,4P%MXE, %64@W M\!0:^+VAIW"Q'D>?>N.NLON5Q5#9CTZ4=8[G!I&=BZWB]XZ;FNVY*"\L]^=P!K$I,1@K1';; M_L3!]\1D2?>6Y'$N.%R(^5DHK(,UT4PC?[TC=/?'I=X-/7@ P+^L\#]!&AWZ M4=M9[W>$2%1+_K4D'83PY7]2F)ZF'V2^\;]#[%[WO^8$=EVB7H:(%U@Z'EW- M3KSAQ@^-6?.O$N>F:4S%?P([PI'I!7R_,-!J^$ 'I)^IOOY?4$L#!!0 ( M / X:%+L?*>#C@\ '4U 9 >&PO=V]R:W-H965TJVX=.'T!B2:(& 08+2%9^ M?;]S=G$C09%6FTZF#Q()8/?LN7[GG,7RU7U9?58;*6OQ99L7ZO7%IJYWWUY= MJ>5&;A-EESM9X,FJK+9)C/.*[WVHWKPJ MFSK/"OFA$JK9;I/JX4;FY?WK"_>BO?$Q6V]JNG'UYM4N64G_/LD.61:+DVS+_>Y;6F]<7T85(Y2II M\OIC>?^]-/*$1&]9YHK_BWL]UL.*RT;5Y=9,QO4V*_1G\L7H83 A%IAGGUF]NZ7'[>E'DJ M*_4G\>Z7)JL?7EW5H$S/KY:&RHVFXAVAXGKB+V51;Y1X5Z0R'1.X DL=7U[+ MUXWW*,7OY-(6OFL)S_&<1^CYG9P^T_./T-.2B7]<+U1=P17^^0C-H*,9,,W@ M/]3=^53^^(?(<^E;D>];7N!_'7=_A>EV227NDKR1 MC*QARM MG"GQS+$=QQ4[\,_4;?$!F"6K"@MHIYB4TG-X^0-QPPEA=QW!:7E_E57YN&C' MA-FG/"F/EN*CW#75<@-PA8#ENDJVXGU5;DD"#[2JLEEOZ"(:^_PF 3.&>M63 MV!D262%V>;+$C:923:(CXGZ3+3)&DA-8P:T>D51* WM8Q%]HD/Y$8A< M?48&A>B[*KM#J.4/HI#KLL[P'42KI% )YR$%O8(3)#;%FL3XI232R'. -+O M#A+@-@7LXH'7N"F3*F5+9Q6>H.V[),OIVO "BCJ6]3HE M.8)H8U]V"S(.*&U$<$4$:#B8;0 "1<-^A96-)GK=I(8%0;D5MJ\R"*BDNLF3T#M 5^!B94D9!L* M=""L<4?C V3<-%-X7&<%.V_-W##?*_8I/:'UAFWR0%:DCZ*L,:[&(EE!. F# MWC_J;41XU=1-Y]B7-ZPGHHTR1B/N<+%5F:,H4N+]]>V-N+Y]*^9N=.D"02D/ M>,Y+'1W#Z18_<5\:/P9V9*04)1=I%?($&Q MIL"&2J5..5F!_-AH+1.1=5FFBC2B9'5'GFK!9#7(D,&HC,,HE"GD!*?6*Q>_>!-B$&C13I;8O;%W4ERDYZ"K)6LPS:S,5FU*LY@D! MM!S:?@DH)>^M,L5&(HQ3S4)A49)@6Z8Z4;,&09/I8?R*G+!;7?#J6]2&8B%) MJG)=$'09SV_!%9A/%2GY_!W"?+W/L/;D;M$%45@S60N"5 8#LM4YMII.4 YYAAZ]O63(+]MC3[: M+/8U2OAV(A'S -;0=]D=\!9#'S*9IQSBKO?RFXDO'S/U^7)5P7WW&_$NR^D?8B09RLIGB, 6*X7(K2= M[N_[#"X!I<%K[TJ@+K()(B&8V:'3DPM].P;!P+<#K[\;!'QKL&P0V;AWC1RA MEE6F#6NB9"N1;.'6C=*Q2/=4!A\FWX==AV;@,0#?UA6T"0_]6".'P8]1S)D8 M,E#[[:09P.\0EAL"5,B<$#*BRE! _CM* [K^20T%G8;2$H,I58!U.-R.F*2! MY&']2"-F :T+F'1K'S7R4898=3K;:=8AW"?[%M%4,0H^ .F6B-XZH\JB1D=P MU[HO.S\E_)KT"SW2L >*2I0-2NJ4P>#9H&##$#GREP.P:/W'WG.LH[QO>M=" M#"<'%CU8+QFM:!_QS:/K)90[=#74J4'#[0!!P40JR1AHR 94VZ+T9^VT'W(D M(?&=AD4WCO=J4(B1+/(,#7C*]T=SR3\^8@08K[N2_4-7ZH*R>$Z33+HGZGS7 M)/D7MO@$X-% U#VTCE6$2/[P"G92JKW(K!!];#F@6E$6OZ"T0[1UI7G[%!KI MZIIF1Y>A%86/MX"D>X\&M%UJN_"!>#QJ*!YRWW(I96I4UTDX%+N;9)EB6W.J M:PMJ !82U>2@'1'-HDIQU$;"0>&;4'D-4^N2@;2<0-3! M:CNB@GJ=R_<>*G&J?7_)1Q^E7U AQ*P[@SYC*R/MU: MLU;I8V7R+LI0D0>*NS8C#A4H5RM=ZH@?&R#+G*L$3],_F'52D+XS/>5WH]V; MP/)"(]?/A6;$8T;F(_SZDYI"DE9ZW8+!>+5A[Y#]7MAK%%RY\'51--?B3A+: M_:9B=^:$V)HE=[CUTPIN=MJFQ4_AR>T&2&FT-WN,B!KLX6D N*/YVGO<8V'( MTV[L6#K=<3H3WEV^YPZY;+9SW_B%LO946=?+_5K,0IC5B#W:!!]'=U M\;GQCX#WNS39*TJCS1-0Y(2;3\16FX@&E8,2?F@YL[DU#X)NK_0@5__<%UG) MDO ^%0"+]KMW.F MBN@?V@SGN,Y7 '0KF_,X=>Z>W-/%&:(=DK?UW4&TWC:+?R$(R?X#;@PS23Y$ M;;U3)OL _2^D[M-R_LY2>:?QDY6S]_6%\^^I.'C4*%W)N5$P9E%1=8%HZ>+:DIA^#N(H(%C&*Q+]F/P+JB;29JEWN9FFV8WX,2D:VH$_?#.VWPON$QAW@.[Q78?N MX?%=!\Z M.?PR,8"E#?$?K-/9^K!K&BWAXFRWG=PK?#$J^>^^ FM0PT\&L&/ M0&1T-.KZ4F"@KD&4[?=W+:G?"!W'ZM%HU+]*R(^^-NQR'TN?U&PM:X#];<5+ M-83;:O9G3.9S![I3B'CV>[FHV/]M]@KR'*H3P89L*VB*97[Z# M-2>(.AT,7S)8>K\SJQO>W/0M?S8=.@-'RAS&6;>HS_LW')M;W_ M7LUVJ,;_6:TVV@.])H,0C>OVX%?K&Y-YLF4F::<1+P=O:EI6V[?GW>[^]-)_ M;^=?F_D?68VDC+=EP>>!Z&7W7Y&_AB]'KCMG^ &#LD)E2_$W?NWPG-VE;!2X MP\"VM-^[W2U[D^1LG>%.&#K9_<,IT0$YG@. ..C-CR,R9\0#'/Y>'"+6,-YL1#Y[M^F)F MAR$N @00@J<5] ZP:3"DV[J'4]%M$5IAZ-!\UXYBS/UZ<]B M# AHXID\Q-#&/&:+0I%S:&/.%\!*!R*=ITXG9B%"VR-U!IJ 8\5^<*X^8[A0 M[+A:%?"%P([)J',/J@B>*DNKS[D_QQ ;UAUI( UHLZ;4:^%<&DYV@3QI^3F,NF=KN5% M[.&!'=&KTX OG CQ&.ES-"6]^G_L=;OL5'7N"_?N2)<^L#1*',\HQ+O4P:_= MH_[&62?C!N?V)LC/[;@C3^C-\C5%?_9@_YP#O6)4C\K0&&5XS&/\FK:J MZ#P&)QRB:'Z6$GJZSDPF'[8O+@]=RG]"_ M?T6RJOKYVK)-02W0K(\/!NPC\YO97.M&*#C M.W8<3\CF6FX\YQP!7)T0+Z 4@[88./$T^6+:_N04X"$/^9P*/"M":CX;Q8\1 M&%C/!\8!X]U)"6.J*8"?0+T)">C! M//99DID-CZ3DYEBS>2 H^/KMU+(["H:;LD LT"8=$S#X@5H6S?O[P8F?XP=^ MAETV:NB*SQ2.T1+V#?;!N(=/*M>7B=JTW>\ )A=ET>CBNSU]E"PWF;SKSK?E M)64*JE+[]_O<'FI:^QV0QDM=M:?=(3NU!VGM/K_IAYT%")S&)7*DM12!< M*-GN4F;M\4X:JGCT%D,-GX,C.6.4-U2Z;FMIWC70"M2OE7F6LC9660%OSI!E MN#\W:>&TB?:/Q1\Q$>J'/E^"F:%!_N^T=GN*[B"CFB7VL]UHE9ZV.XW1=?ZIS3]D?^>B+NMSQ#VL695V7 M6_ZZD0D:]2D+X#@ M6B@ !D !X;"]W;W)K&ULK5IK<]LV%OTK&*^S M*\\P--^2\IIQG"9UFR:9.FFGL[,?(!*RD%"D2I"6U5^_YUZ0%&733IK=#S9? MP'WA/@XN]&Q;5E_,2JE:W*SSPCP_6M7UYLGIJ4E7:BV-6VY4@2_+LEK+&H_5 MU:G95$IF/&F=GP:>EYRNI2Z.7CSC=Q^J%\_*ILYUH3Y4PC3KM:QV+U5>;I\? M^4?=BU_UU:JF%Z1C2> M!_RFU=8,[@5ILBC++_1PD3T_\D@@E:NT)@H2EVMUKO*<"$&,/UN:1SU+FCB\ M[ZB_9MVART(:=5[FO^NL7CT_FAV)3"UED]>_EML?5:M/3/32,C?\7VSMV# \ M$FECZG+=3H8$:UW8J[QI[3"8,//NF1"T$P*6VS)B*5_)6KYX5I5;4=%H4*,; M5I5G0SA=T*);9:0V*]/XT;6>_M+.#>V;[@?BE M+.J5$3\4FH)/G9? @Q5F&O7\CTPJ_J)UYI MD^:E:2HE_GVV,'4%C_C/ RRBGD7$+*+O-.&#LRGHGIB-3-7S(T254=6U.CH@ M*=J'FA\DI)=I6C9%K3*!H!0-+%^)>H7WQB"*99&)7,N%SG6]$VM5K\K,%9_: M4=JTKQSR7555H +*=JXYF*Q;=I5*RZM"_]7R(T[+IB8STL2T+(SZLU%%2L/K MNM*+II:+'%]+D>DE>-AO"U5OE2KL?%W((M4R%Z:6M4*0UR*55;73Q960:]+. MB'(IU(TV-;^[1SP\@YZN(*39*(YPEHH"U7Y&^JHDT\#:MS-(;"BN6Z;0:BNK MS+CBU3>:9*TD^5$F&D.450%7:F>!&0:I&Y*&7I5";C;YCF[PF0VC[8)J:XN= MDI6AA^U*IRN\*@UT4.M-62%+'IB06 \I+^SB7"L2!4L#>>M<8;4O"I;>L'3$ M!/DZUW]U3@'+CBR^@[Q2(!';U<"R:KB,@5CP%_@.K$7.4T*&7']1I-)*%J(H M:[JIA2&=(#0G6P@C\YP8$?9E-:;G>R&)'E/(FX_$U5#0U99:J(5^RMN34LI$[5@?2ZF$F I-^'AD% M:8"%PIW,K0YZB3<[!QKGLC594PS2"4>I=&PZU;!;+E6E.PH].Z+L8'=WT*F#W [$#EKR*IP M-F?X]M//COA9&KE>2'%A*JGR@\\_21B<%V;P\NW'5^U8FQ5'_Z2[@='.1S8XL#527$,;(7K1 G_0*S M-.58!#+E]7W TP(*2AH9LGVJU@N0ZO"&0R.@PY;6E]P;50*%I,O4^R7L_0XK M?IRX'0^]K*#@ 8H1K7YG@RP/^@0!"[ MWG3C@B.H=N7QJ@'J9)F7*I,D[9 M!5+I+:@UH?&!]_3=^[=\YS\].<1;*%([2@ZY7FNRCEX.N;%M*]U67E3S+8J# M6>D-&:>X4JP-H@=X.J.5&[$&*83\VZ"L<_(J&DC*W.S* T;G5(\-8$>W^."J M]_B!WD#^6W(OU))275/K#J.XX%51T)1%1@9 ];[6AE,;J##(%;GI>UO)8Z[[!]N5Q2_1Q%)X1 &5MDUJP$0FQ0X>YXF!3&^!&@A9Y5N1ZW4HJ( MH$IAIW^H2A1A3:D?O*@9 5L?+^>6RH"+9!L56C5ZS,R+;+% MN:TSW$[&4\X)C'+9I3B[7$N@S<:T9.I55397*XP.IZYX?:\X7Y?$5L0[(F"/ M5W(1MA(X ENS#F3!+N2,99'ONJ5L-K2N,^_1<%5NP4YP;>--'HAB*U^&(:C) M*>M.9@%$0I0!2U-I-@,,.:$4<=(9KP\7]NX#F,G(S-1=,"Y+RM:D\Z3;)[*' MP:K@:4Z>B#^HP/\P7N!ME:3JB13*.>>RYOW:L9CX?N@DL_D)WWNQ,T]\O@]G MCC>=G71 )W "/\+_Z=P7H>,G84?I9P@%_44<)B)VPND4GY.Y)][Q]BDGZ? F MG,_$)$KB$]P'8;P'8\)W$A";^HE(9HEXPWAF)X(HQ,A93"SGGB?>\UYL M%B M;RJB)!!!Z'4B^\&,19Z#=I#P;1 Y_C0ZX1D7'=[?@[G7%=>A=]BE9AF'%)9\ MOQHK2A%B,LM1,_-M#]/-?I%_YRPJG>4!KOZ3)@9-%(BJS+WBP>%^.T!9&W MA!E+*"7;M'/77L1NLZ_7E$SN4BFXG5KC,")O)F(G,B/X89> M&(B/98V!Z0A7>/ ,GALY7AS@W@>9OI_R@'03/X9L?I# 6>?Q79DB".4C4B;D MW+U>30T\*:(@M!#@-O1#RS6,>F=)'R=13&NLWAF M$US?#3CH9]5,\=:"KS<<"NW^K,NG5+J;NJQVW"GJ.EC?Y3K?[".OQWD'OHN, M\NC.];)#%[2'9V"W+P?M=EU$+F 6IKCS&)?0#6GBN[)XO&^&]'MV"S/]I^!? M(J2I-Y>Q??#5(JT)"C29\W$GY*#!(N;NG&R:N' (OM"*6=6Q?)&5VMU- MPEI2;"B$1MJZZ7C[C$#!O2B'.QE7M.>OM&&$>=!@L8U%,_3%^QK8]S75*!3O MA@G-L)MG!B) AMQ:7]!YU?^0G$=:R4\("]S>)1T:X5A,9TX2^[B)YDX4A+W_ MD->?VZ8UDED0]![_OM)7FLKV!7:5BD\Y&&G["7)8!"@"<>R^D#IU2/S(T;-I M+-[OY> ]Z_[, $ B]@BK>(DXLV<-1FSDCL%>6URY3=A'TM0)4#> F>!'%"ZI M-*M#EYRBD/BH#3[RQ3Z>>5N A6T;O0!, 3$.$/UG?1!00LS*9E$OF[P[^S!B M#D@4PEP#TMA&V9H ]P7+/">Z%3D3YYWS077C'W86+KOADS/K#@)LDB3.?\GBX4PR! M* +&%FLRF$8()4(&0MD-8O&[LF!O7Q-'DL>@P=)E!S)7CZZ+X?3#J=RG.M@# M&NLX,IR$Q^F^L"Z@21CF$\V!>/3\)FQDZB+6JW%,2V%'WO&B!7C>9)Y$!XK%EJJC99VUIL3QPY M7W2GK&I_'CMRGCJD1C2&%,AIJ'E4VC8* 84OBKL9MXX7[?MNMP^:=5,5+A6E M]J"L/[[9'T=:*SKME(Z'6"-D:,@#IP0&0ZSA^#A/W<@U%.M.0AAHRQON=S3@ M7G&RL/'8=I>&BVCVI[3VT$'DU%.E4ZZ^O]MA(\8>M$:5HJV>E2OV'G5R\E!B MW)]CL(#]::5LJ"[;X]>[YVS4=+O_W(OSS\#AY7@?[VY6&AWHS^\T[]MBO3_D M&Q[2=8> O=>W0O_+# #!-YW?$=F^.V[#Y! D\,$,QTJW>QR6"NZY#;;:#V(U M:,6\X/.@,6S6+A3 $)^'G9OA7+TM_'>IWLI8PMC3R-K M\9,L&D+%/F\MO3C$%8@,F?E-16"P/T#@P#Z(4 B_J31>V\;?) I1NCL,:&?W M1QRCLSNCV_D!<"# (?Y>=3RSAE'W80.G[!U?3$#VMEP/^,S! M(L,80(!^W!OGHXWX5F33+.A$W,IXD!G6\G.K\>&I8NO;@[,T+%7<-2>Y_+0] M+9LWK8^^4UOQ1UE]$>?P?>=P]E./UV_@%NW<%?UV\Z$-EEG/\63FQR MJ][8#Y1.![_W6BLD-?I5&]4=>+G]Z5?_MO_AW)G]O=A^N/W5W2_(B1JFRM42 M4SUW&A]9W-<]H$[QK\<695V7:[Y=*0EU:0"^+TO RO:!&/0_)WSQ7U!+ P04 M " #P.&A2KHCED'8( !+%0 &0 'AL+W=OB?W E2F)" MD1N2VO5^^WLSI+22O0[: ^+LKD0.Y\=[;T:ZVCO_.;1*1?'0&1NN%VV,VV]7 MJU"VJI-AZ;;*XD[M?"R8HW=6:U/CN[7'52V\7-%5_[X&^N7!^- MMNJ#%Z'O.ND/;Y1Q^^O%^6*X\%$W;:0+JYNKK6S4O8J_;#]X_%J-5BK=*1NT ML\*K^GIQ>_[MFPM:SPM^U6H?)M\%1;)Q[C/]>%==+\[((654&/T^V#]>XX=L6QD4'?._$=7L;U>O%Z(2M6R-_&CV_]+Y7A> MDKW2F<#_BWU:>WFY$&4?HNOR9GC0:9L^Y4/.PV3#Z[-G-JSSAC7[G0YB+]_* M*&^NO-L+3ZMAC;YPJ+P;SFE+1;F/'GK/^JL6WJER*%^>%6)^MS[YB M[\48X NV]^*Y %T(X@X^:MLH6QX*\5]B# PYUV?3 '46NC*B&MT#8"XP!] MCTU;#_KZ> #I=!2R 4M#%+^M+WY_)>X87OX>^O MOLL??X=M$7'\/9+6*F_%6XTDZ3(*5XL?P<#_@H&"L^C+5EQ2$<\O1%#J,[(O M*MF!YX$6D)7&N]Y6 =_EX!+"08A**-L@!\IS1!5P'^260O%:1ER+QQ1DUV!% ME:UUQC4'$1UXN8/>;$6)58I*3YFH^C*&P6 ?GC&TZ0/.!FCT$2=+\9,5_^ZM M$NLU!_6R.)W$5(59LB=G#/G[T?FG^;N31N- JZ60J%_#3B-<&\D33_"%&$9V M!211W49Y\>JT-U-G)/)?.@1]PMBSGA;P(;@_Z"^[E$I^GFH.MWC? (D2NBGV M,HB=,[V-TFL@%O2RH59^J#*<#,[HBDN\U[%E&W'OIJDA2^&/YA$?E$NBR3]P MG_C0^ZV#A:7XV(-F#Z5(,# MC[%3RQV.;.6.5NSD$ PM[>0GYS68"!=3L5(],O[W +N0(8"LV)#-YXIQS$OQ M,T= ,9TZ^C3M*19'.1*ED;H+QR/F6J #4!+9^'MY$.L+UM_SZ:%300@GP92/ M:%'GC5)6[&1)X1=$R(T"N>D(64/%4F79M)ME\J\A6UG.=&ZCC :C R_-QR1T MHWPI NE)-J+V"M B])"P@PHZ%932PV)#VE"K5.).['3C/ OH_$!<@VJ0*4H8 M_6,@H78:%3/'?I' @G$(YN'.] X?QF7T;B,WVN3J8U[0D!4RKFW9>TH@6&IT M7E.P40_2>CA,YVT4"H4_WD8FR.I@1AC'8B6"1NWIZ"#V+<%IJCQC&'31Z,]( M:.M<1<9X/[Q-;AJU%-][UPE85QP!/HNYBM%Q8/(N(=71C+?Y!.C1^Y4JE*B)@D>M9H"Z=I!*EV@6"&%2[H)R:ON)^ S"4(RPWJ"DF-$(,R<()=6;- 4JW.923E"I( MIW@RP%FJVQIW8/ ?F=:E1EU03O);,3N!%8,#5$*BLKX8"#)$S3E2.S$VZS M;I-WLD,OCP,T&5$E9A%FO0S.PMYA1'"U%/>Z21YCTZ>^:CB%<,"K+[WV"5>C M+%<*^02<PPDJ MC)G)5JV+8]8*0#$^.@HM)VB^Q]@&!D'N#G:&&].194^VXTGQ8QF51\O(KH3X MRF-2BW(@,1IX B_E;S)Q94KR- 4T6#1 MYLKM_9VX>'F68,;PPM1 [!HJ372L!<\3X!4I%FA9^PQI %$UCM7/2G,(FCC# M/NWP\$7HBI 3"9Y\Z26:EC>IW++Z!(XDI_$,9YBNL*<1:IH!+.Q&G<2CH,X6 M#;DP+UVJ6 )Q'&I.U4.EX8O!>0\DDA-^41.B)^^!RU7Q MI,9%+IT!MQ+B.%G)2*K0.%V@.;I3Y(&GG:RP-^.$ZO^D_0R$@3VF :H^@C%A M$+I$DJ2.T8TVJ(-T](U'@">Z&ZF[6^",[@::O[AX'!HIHJ$6P-"::P\C. 6< M!A)IB9K/J- DOL3G29#'G92)9SJB]E4JOAKFJG'*.M%=@'7IJ]3%3HUJGMX? M(&V@' 8GZK*!U/I)7_D3S7 I;@T-0DT[\^087)F@/-040P_I$OVD=9-A)@^= M2!A@JP<=9F.Y>]N\Y%B-X7&/J?.P9;TYZD%\+',)\]Q9YK#F5F.CF8V!>3/! MQ#QQ"U*G'C!\4):&K+$ 4M@\G4LQH@\ZD)XYZYKP1R9Z/YDGDG %,DR5&D3E M"%!ZN-)#EC"KMZ(V;A].MY6OCBZ/ABQ^!)N,5HFPNLP#)[MDY)Z>X9AN\Y&) MGJCR*/V1H6?HH79>Z6):8VK8*3EV3,H@J?-F@O8E^^0\#],A=8BCSB*Z0#Y5 MFLSDLF"ZD_E) 3E%^.4,WC4.<&$T:O@U'LNDC>E=UWAU?%-X MFUZ0'9>GUXQX3L6C-69X56/KV?+5RT6BWO CNBV_+L/X@3F,O[;07.5I >[7 MSL7A!QTPOC^]^1]02P,$% @ \#AH4M;R[SA_!0 ]PT !D !X;"]W M;W)K&ULS5?;_;L!>39VMBO M+@?P[*%0VIWWY),/=ZQ;]78@=8UEP!]=&_28SGY_W9CV6P9)7 MRM^9]<_0Q#,A/&&4"__9NMZ;XF91.6^*QA@9%%+7O_RAT6''8!8?,4@:@R3P MKAT%EF^XYQ=GUJR9I=V(1A"@:D*L:)#D",DK8>Z-][MA;G4&V#S!$1AVMI*5UE3R+^ ;$@(U' M$4OB)'X&;]R%.0YXX^\*D^N,W8'B'C)V264AO03'?K]\9AV'M/@ M,?UOPCX+0AUYZDHNX+R'+>? WD/O$#*[H0YQI=$.F#?,Y\"N;[_JXJ'7C%+)A$5NUPQ](9",0V0N0$Y M$D;KIJ?6TN<((MV^?104)F^N$@*4X\9Q MP?\T5OI->]_P_,FU_)=<2!4:@?1IPB(:.\4F0K%I0[P6-- 9MQ"JA\C6T,@= MFPBG=J"$Q<@U@Z)49@-P(I"1E2+D'D\45*\P&:@ZNYF! (YPF$LRMCP+,$$_ MS AQNR70L@WC*,MGJWU9R_W(SC8C 3G7@>XD*TB+15YB)E!&^5<[1Z@>E!%8 M]P'!F0JC',\)ML)I@H E*JF]Y*J6O$OK8\=(]DF4 M<(^F#B.C#)2E-0\2#RE2KI_,!RD>%DJ%7NPG@WA[1YS[Z6#2KK"LAB.U-L"M M8T SG.$$AF*!&K53F/Z/YC4 7LVB,'$@G*K4O+2.N1<*R6/W;-L)"]09);,0 M3FB<(C#'#.*[A0T3@T(^E,5:E_T'2O(%5>HF#(M'H:>#:1=9"#4>C+<+P>F3 MR-J0YO\<$CD4PE9XN4T6[C*AG$1E+15:RY .%7- A 577&/MAV.[B7%IL(Q" M@7B^4,#"O">9R#H#SV4W0[8"8 OMEOF//\R2T?3U$R5S;E=(I=V-HDN3N=8% M$GK!"U.1LY R'#48DWMY>D"J1RMXO%S5P43L"E92:W+8\*1R8GW+_^73* M?CTZ4B91/$Y9X)^\9A^QMFU0:*OM3DMT)O.8)5&)SVQRNESY(T&H_C@W2_JW#Z3>GTF^*A2DA?S1K/1WS.HS1Y:G+H/7&X M\S)> .:>/CEPB%".Z_?R;K7[JKFL7^:WV^M/HO=8.E+3";U$TW@PG?28K3\S MZAL\",.K_<)X_% (ESE^F8&E#?A\:?" :6[(0?>M=_$W4$L#!!0 ( / X M:%)S&PO=V]R:W-H965TZKJC\W:F#;ZM"G*YOL7Z[;=?O/J59.N MS29IIM76E/3+JJHW24L?ZX=7S;8V2<8O;8I7B]GLXM4FRW[ZNEO1C=TCO'2JFCXW^A)GYV]B-*N::N-ODPKV.2E_)]\4D!\ MS@L+?8$!\4HFXE6^2=KDA^_JZBFJ\32-AC]XJ_PV+2XO<2KW;4V_YO1>^\,; MTZ1UOF4(5:OH==?0 TT3)646WM)Z5J0%> MS)TWA/AU;J/Q+[LLC^8 M(KIYS!]IJU7Z,7K[*5TGY8.9AONA*=;$PO[9)75K:MT)<9#_11PDNLW;'>^D M $4#5ACV]K>_W[V9S*\CVDQF-K1H.Z%N\#__XVHQO_RVB0@M*MH*G2,SS1)P MHW&QO=ILJM84NSA\M?S;WDH&I<& MW509;;5=)VV458219=72! 0S (O E@.+"$P$7#J[)@1 3-LC$CG1N?P/.HN< MG/YZZ_?'/^G73\8NJ:KM=U57ZY)S*.I=T]K.@::M*ZZAS6MGA@?0>.V*NG')M&-W-Q-][^*DH(D"YUG1Z 6 MOK5)TC6X6-16P%8#*HW V!ZB,FF[FMXK""4ZDCHQB*3H,OS6;(U)U]A-:SZU MT^A-QR@)2&R3AH!L4L+%F,Z[)!E&BZ"3>Z1CH"_I+)8Y;2LS()-&T,)@:D6? MO(ZR_"%O,34!NXDM]NSV!]D0_TT>[-1^&,*S35<2#V9F_92WZVA5YX9@&$>K M9)/3R6-0VD5-A_UA34C>$A5EC&!+8XB,/1?'PVE*!"3<8;D[@N3T/"'7$XT1 M/9)4!)H2H('@!'):7@R4[U*!;+/.5RWHR8*)7J,MYE4]C7[K -MT759%];"+ M3)DL"X*6!R@=&'TH0=6\OZ6*(P:IXL;:-"9JD@V="@EP4X-\TSY6\*&ODA1P M]N?[(WT!]2#Z!2,22ZCCZ/Z7^SCZ!Y%0<[/=QL2[@)Q."-[2#W'T4U4]T+?O M&W\TH,YTEQ:$U:NZVA".-FD%>N3A:MI-4J?K&-,W20%P6DF MWYMN2]*E%5PF.->@\_*!4&O#+)G^IAMY(#AL (EI M1%I61&"$E B)#-A7X-BZ+9TX) _0:U71XC^:"+*R?, Y;V@D@20)H%3FYN4S MWR%%JI;UFV 4 B5]3^P8VF[6@3'1E@A]-G(X](EV@_=I<\10^9N:($2PV29Y MK70,5D>BC.9*@*I@<\F.AX@FX$^,S*02,Z^+"D/DH-0=X I)J=(4%HG V$"Z MP)5)TC0Y,\0!GIM/A (YL$2(J,W;KC5"R?TG[[>$_#&O@TCS:0T$&8@@:#.M M>2#N4-">B9.1QKYET6NL#,S+C!ASO?N:^'I2$[AI1VG5[&AMFP8/^>T0WV% MRHETM*,4L.'M#1=W6U1=%D>$KQ$S.SJ_AN1>0=N.4OPV@=Y-YUHD+41J[#A' MR!\J8C3$(LT02,3:&D,*A>%=0:AB?3=W$R8H&M8OFB1I0]LW?.(JGI@/$57) M_G(BRTK^%N4<&"HH4(*%5EW#;]'O0N"'-RP$W0R8A!*K22"):!!9AM,M"#2L M*%IAHEC3XW,J1@A3Z6O[@9:8F>9C6VVC)[.D44EF&N!OLR925!@81]XGQ!A? M6N*E7[,\48F5U]ED2VK3SG,1#T![0K3MUP(^4&]2-!6CP AB"BCH\.P*/.&3 M3E"*B,RPB"2:3ZYFLZCL6-_,"=U)A0.0H XI06TP5$GT]0 UUPI_0O3HL<*^ MB =L:0+:J"+MR=W?WS6]/2=Y"=UI7138EBX<..ZFAJQU<=LJ:+--!J'"1 MW9P7C>7(]%HK2Z/E5(>D0PRN 4TZ.R@_,F+=*00WCX-33#(,3L2B[(H(F/0H MJ(2PF.7YOG1M2/TGJ4XO-SD!B-0@1AD8X'1F-XRRO"W"9YP&F%=_%4P/P9@J MEI.(6;^<7U48+X-I6>8AJ;,"LH].RZIZ9C!P51-.E]!&0DV56$U=$9D3ZPU9 M0=/E8L:PJ',0PUQ),6ESL $6WLI'DXYH-5$K5VR-)EH9:(.! B*/ @BD4#%* M03K'O!>1QZ1A$Q^WEDJ:$%LE:X&@M=T.IL]9%!/1M=;_@+$)/7;$R^/HGYWI M((E(+R*T^9.7%CN>0G188I22A2N]0X?6J$R&R.6Y5-K3%% I(<7>B=2);@G< MI$0(LR;;_)8T"#:_)/IWVZ#SJ[:DKK80K<$GZTK)9H67+X5?D[P)2/J MIB2I W:8+X7'%%8AI;<>ZF2SP=/N\$E[>4>3$]J1X =,BQP&*-3'0O69ADVL MZJFD\U[G6_!K]R#;3'S\/.2#6,9" $L:<@+U5DDYAE;Z1.>$_UE X&TKQP3] MEUU>9*J/TXQVS0):Y7T-VT_$)U7H69XVC7ZI&'&).LYF$>U+7ZM6+1O2.A6? MP,<%!ETE3-(5VH..OH7.F;60_@5:N#P"P)C $$!%:0BE&!2%0>:PD!4\[Z2 M#1@;<65"0F8"'K K0G&18HG3U6G/'7$L@G]I3 9>ITQ7E9>NH).;&)CLHN07 MT!F].4C[$5)D2!-4#?1B4F[,(WQSRA-B.";Q4$G$.EE"0"6I7W4+?15;!#LA M^A9:)X'=R%.T3+@9(/_%OX"9A2]"-JPJXE,1>V4+@073+6B+EDFB?Q?"Q1$N M5!,GVAAAH/$1"1(7-"VTFCV4[]%TJ'O(>1X4S$PIC57A$F9^M5F#;3T:T>&A M8 &$A$C,!YV " TF8A-C*E\?$0;BR@D3ST^L=RL'^ EP\-NIC40(GAH!LEJ^ MH$S24XFS =Z6<&!UY!DV=?(66G]+2LO3NK+?LT54JX3#$7\D@[TPV8/HL@G) M.ACO2:@/VG7TSX0FSVG$+BD"*7_R.Y3%E].(_X<1168<&R7LWF*^DO$ZR;IX M3$BJ=5 CZ.!)O)DF4$X='<"CVIC"B=**G38LUC;$WJQ>'4@54OO);/-;)%NG MJL7.V^8D16G)D,4B)4E:LT3EC8I65&U)B$Z/>&O/G;?V_*B;]1W-FN;;@H\6 M"$@*3Y[QPL9\ME\\&'/ U'U##(AHF@ .;1B*G*A]B(VP'Q344#GO,48++#S+ MR EGR+R;0-Q"BR(UD)1KG!$Q(B*SP$,D0MQZ;Y=)D;"=R9#WK$*=8.Q>(J!O M1(.S_A^WE6-@OW!@OS@**<(];.HMZ2D;Z!!CL/YK(XB(@2E?6]W0"L%G8)XC MGI16=2;N71!.XH,$6W^FQ#3I1 IUMVT#3_SO98Y/]Z(/T>>5_>GF MYIWSIM;FGUU>JVOQ=N!Q#D0\+ QP]\3:232PBAST=@;!!G4* &MT I4EU=\ )!3DS]"?1&@/29%Y]#MH:JRIQP"CGUH M4&-$LV8 LED/M:!-/NG*"C*F"@_J5$@W!?>#=4OZ T101VINED/NB&.O75>$ M^VZ/Q\CQTI'CY5%B(E;%H0FWE5MVD47O\^;C&&E^^6C1CPXM8/77G> %"\UM M!7TG9PIS1^I)A(\W./LTG$9DNLQ38Q[@(LDT];+ H8X'DF:MUA[] 3*D W2( M.7+*ZEYC+>,3PYOT9-(D<.X&)/"&'F7:M"%**'])USB:8)_,A+CO1@(6]H?& MA "PKB79*)R9#3@3&_"'EBQ1@QXXX3,4;1SP)% LB8\3JHO] E4Z)_O^GR)= M7=S"S:MAKD9)+4\CXQ"\&5UW0-#@/B0]] R@361LWSA_8[ \7KJ -F_M=@GU M8:O4;0*N2A:STPK[')(!X628\.MRQ[[-46@0$]T10TE)1X]^)#T=D8TWQ'\: MFOJ.M**:^?ZMAE?%)K7?0@H.3\?!E-ZG7]D])6?%B+=DUR1&9S6Q'5TPGX/U M0^MY'#C+8_1]Y>C[ZBA%_DC6+E%.=,NQV'07?8#4+PZJ.5\^VG_^Q_QB]NW^ MOQ]&#C)0 MS D@E>#J_5B*PYC?D<"UI$2LNM):4_YKTJ%#;N:5=H[6"4@@"(5I]^?8&V]G MY?;OT_MIE)%F1Z;XB9>5[$/41U^R(<"RK!%\'2>4Y\3Q-$+LF&12[ 6N8S4K M#L4"5L%>V&!'*!U_LS%K0%H G88>-%]ZK'-:9,I;8RN51O6)O MQMZ[[";J3SF-WK.PY+D\*I(9\P<9>)'3TYD$@01=Q/D@_N:"6'UK?V"Y4QN$XCDA M"3"'VUJ<."FKX)F$FO9DZU26%GP3J[CRZH15,!!*(CRR@5*0-J+XPF1@5@@2 MPSD:[ZL33:!/'#NF^Y&5&/AKL42<_Q&:O; M2[RJXI26I4EJL45)X(M4Y90/EK7@:5G5+5NX#ITNEH^;2>P'LSJPU3%T0OI$ M\%WR E4=46H[P"C-)SC,X;W8WV)?]B,$4&\D(:6W>+$:$''*$9Y&Y#5Z(DPT MDVJU"H*[_>&(52(U4=RRSP""T;@@]O*.$U@ZXU4*=O]=S\@6VPD_Y2\29,&D MI"T'1\''I8D?WCMDX^(D=$CG%E:\$R>",$/O,0@'J-@96E4%DDX2(H:IS2?L MOT!#)175X6DW-$VWDE/JT322>RPM_9#+P# MH"*G/.2-XQ\FTU2MP4G:-"L>G17(U6JBZXXDBU:1ATY/[&)6AK6NO7>&V?ZQ(UGX(UD'/_VOF>1I^_)5MO96-_]K6; M^UOWUNGY;'(VDW3!^<6W^M_H'I2IZG\]"PXQ5F0ZY'^JO01LD\B1[)N_S'54 MSC)P 3F6VMM:W9+UKA>A,RLB?E7R?/BI"/)4>Z$S3M+L"-?J(-MJ0Z:/STZ,T^U/HW[OS_KT;YD"C3.#H@*C2^*9!-M?W+[9(T*L?S8MG M9HG7;Y!J)X*G1?8'),D[IFJTCV!;^/:)U6,=A7Z, + MG%*7.;^9V$[07VCY3U5@@W=EKB3%B7:/(]A2WFFAY MO-D0#BVKPG?E87]RCWEMD$ A88&>\Q]I.9S"YB#YC68YU]WI=>U1I&#5+,G6?^>,T^"2\Y2660PB,E4S26 3< M/RR)C#&(:(157L/'JP!.U)4FGDB,T#0VDN(..@\CX4I-0!A[';)IK->V#A&C9EWZ7+ M&5-'$;U"]*KO#!!* 3?XEDVSXI&SI.@7[YSI;;7O<^+-6H6W1U]AGJ)%5;( M?!@DF-U*O\!*6^ZLX!C,%CAZ>^0L+ES1' *C>;A1' R\MH)B/;;@[4._WE^K MT06+S1)&1)V9RT%X\9;G%8Z'N3 D^=TPYB,B3$@HPM<]178@DY4S,X'![\ M$/3I3=Z09<1E*='/5?DP^9D9BTBJJ<&&YV.027A"SQ4:0F W;5-.A&#WQ)&/%K1F)%;Z4MWMN M43!;E:G OK(J$3BLR4QV67I"XGZ!F-')[!%7#>%/N)&L'][J,U]'E;VM2]G2 M;JN9YIK!TBB-^-(P36:$A5E4+ED13ZF42C*7HPN)R:79.@3N O8#!S]K=G<#:(?>NUFE[( M.E/8]Q>NAVICPGWG+A=;K+J:=>8@#"$%$K]6M,HKR]?QR7*/($$%D3%G4MZ' MJ1%JB2#9+B^UK@,["@#1%W!D-B&$]Y'S0DGH)GEA+!]B.2)HOU//TA[J:Q:K M5X3RQLIWRWN1V\*)=YZ"QK2%#AZ_AE/N"NN<1<99GN9;Q(_UE#0 '6H(@\/0 M BR7:J90:89XLXH:2317UINRW WR:WHI<%U+I/TGATE0J2-XI(SR@9019G MGS1]O=:E]X5YC;W2BM"0#9,!N1"X?U1RWL$-:=+.VJ[[84W&N*+' M*[0@AZ1"4(+C"D"P[IIY@:4.RR']3,Z;F_;"2;FU_E!4!'95K6+5U"-UY!+T M.;YG71+.VYT6.6?!AQ"2(W%HN"1S;)6WSJX\(@PTG9@-8L)*]LI4JTGG[* X\)UESD4V"5UDL7>G54O.H1C%ZC(+C?J] M'*6>@W^@-/Y;C7.73:*4/&ZL"RKK"'O*,^?6V"(9&P,DU'/\&Y%A'4M(P>? M"4M:&TTD8+<<;$(KNI>[@9$T8D4@\9S9+"Q1T6/@-73<'%Z5T/RV"B$F2H.Z(?5SPNUESW+\=!#=D(W),<'3V V&<3M0SCKQRHEX*3BUC MWK$T[9.10JWA<;EDBSU3T=+@N,E6?'.$+ J/JH.=I0D24N0275?-+@D(T0UFA7EN9KU?7;/JNAAKY M]&C61ITACXE2G!%&DFF[@(A]C-/HG;(7J,!XGE7#^9DH55[_#C-9O%^I7?,I MHB"<7J5#'#8U<(T1V"@XRM)]EO#\>)+O>TW3?._3-$?9^%\>953Q& HWFR2: M-XY"5;O06*S+Z--Q34V)GWVW-P4HL=M#8AWG$H M1&T_ST;=!#;Y2.VANBH# ORT2ALK2% MQD6#M!=QYE7!X@X&TT?R<:.@2P -A5@Q=W9HS;;Y1MP3%]]&=ZH?IL.D;Q9X MK H%TD^2!1T(OGUFF+#M1VA4JCEF!_;#O-$=]48)U34V4/WS-[2K]/C#]@ _ M>RU 03M^B/%!AC4PB$&3]%,L(^0[-RO6S@Y,2"=8M9R>+$/1J%^=7EQ,+RP# MC:.O%M?S\#,6]-7B['IZY9@L.'. T4&>&,>,(HZ,[>?6QL.OYM<\^O#;JSAP MH5DS(W0B.^,F 4*[JM4KD,AU4@#^/(/NQW :'+K\RR2.4"4W!Y*[_#,^ WUL<\ M]LM(JA=WGX"VPKZ@S29G'JK:['>ELP2&716GCB'NAW. MYKA;V8-:=H:D5U9E>0/.S_T@;>$# MU@9#L;E_B,DT$JV3!4^\Z]9$;P\Q MG2^A*%LQ5F-W5O'S)^=KIG,56KX&?4"+6F.=2.<-P(4[%X2;UOB;5GN37(#! M1)9+GNYI("O;IBK4,CV=J^GH6QSD\.\DI:DZE DK0KNV&8AADN3N:*'R*OQ^6JR+%OW[ I8\;1&_*.U\%TO M2JSV/\BU="D&H H.S(NM;<>2;CLUIN%Z[(Q+I4?]M%(S[?M614U5=$%,13;] M$Q)6XFLV'>CYK#EK7MBKW%RC].AN=F32XE LC&RGL[UM!E+[XC[:BB M26^([DTRL^$^$LRW74S#\TDGRA#!8E]YVGZ&A'D6 KVZHR]4'0Y8X^KY5?FZ)[CD/R/B&/ M6RO>"<:@@:C HL/5$:N[VY:5386,K7O[?"#.A M;.2M@9)[L1Q%C'%DB+VQK:DO 0R4A7'CPPV:?M5VRY:+_075P!93 MR5F/S/9\LN= [?JQQP+$BN-!A-.*6X*'B/M:L9_2(43/68FPAP8L?4A7K10\ M+/F8,_:=-L1G?"0PV0ZRH?^?]4JWCL7>2""HM^\ MTGO32'_@/4<*\QZ7).KC!4PT[.'9]T0EXJTRMB6$0JQ?@95U/AS^P&%BZ_2W MH'1>"+OV0ZXM>(F^6ER=3R^MF3Q%5\_ ]. MM#C3.K+8:S4V0R1XK<7Q94P" MM;&X@#$& M_K0SK<]0DW7$6G2E)2ZVZX&WM356*68()XG2 @HQ+%0EMSP\=D\3.T8/02Q$ MSGRK#*DF>GER%9HVRBBN"RVG#W$"?5]\]0YZM;& M+]!\,I*HZJ:11L-6#I+,U%+:7B59HT5%SV&2 Z--AA@01^BJ<"@7$LJ^H^*^ MX[2AYV;V$BE$*FY:6FLGA>>Q#?E3#9))<3Y( V2WXVU_#[_8 /XXIVFB>U2L M'B#& 3R\,L\MRHB;N/2 QL-%?+ G]_7?U-_9D'GHT.@\VDHT(H]:JE<%\S: M9X)Y$_!!965VJ(-SB;_ MDA@53(I<.B-D?2]0*8>+3@\]&KC!6W>^A04[9Y+ M:_E#?(N 6?+1=3;K"QO-D4(=OLWHB^!QD6"\X!1Z<&P.REL*]C MP,I\VPGM:L,?=UNI[.JX*97VMNT-.N*\N[7MN:SS[DVH6]QD@V,J[]NGC-OTO3U7$-" S!A=:TGDY>%J/F0 *NLPAA73YK M"G(+]ZQG/=EV=:S-6?>N3JRY0C;MB!$4K;S[OHF>96\;@B3<[4S:QMD&R.PJ M0\<+VAH'V8,:4A?XR:T$XL1SUAST&@_%(%U;Q:G,:/38K/L_N7,CN V\R#)7 MHRW1W('W6H#62$$LV2SNY\K1*PX5(3O1Z*,GUA64L@H7CG73- ,4V3M_AC7Z M)D?:S\1UP1UF<#D]%LL9*(:'.3]D PHOU1YW9N;0E8D*/Y?VZB+5$D5&8^2 I"S8D%N4U)Z,_E &JE+4NZ R$^J;.SV,R9 M<26W?689QJ$Q[C1X "J^'4TOGORGA',&:1_SV>ETX6(R/DLCK+\[NJ%D3+N> M7PM8?&A1W,1.G]L?;N>C:[0Y=%JU^@>O0!M1O_QF!%P<7_K;P'?&)#/_UL'5Z'EU<71YPV^S-,(^O+JZC\WA^N= (\=XV M)]J?FL,YM)"K^.KL2OZX/)]_SB;XJ\6WP5^?N;JSV75T=GIU>&6P[>S"\/!7 M_/B;O'$*O".PXX<;<,^O&T]M66^D?_G $>.VZ_GF+B*CJ;QV=D,9T2 MKLWG@XR!KZ+3BXOX@K9"B[F>QQ<,[L79=7QUZC8%$/UDT"YR2_IZ]+/-D@AY M&]Q!R)/B!//11GRV2D_S)=48"-H.]=_Z;SI/&C$FJSE/)N\2CN7'T<]HJ^9ZQ9Y1VW&(]^K%T?S9_X5HW=,_S@ ,HD;5OGRZZUP9X, MG71;O<;#]B@*]A)R5YM!\25HU07L3G2Q>1B=G+XG_Q*>+B^CR*CZ=S:/+.0UT%=V\N[F-3DY?1J?7]/D2RY^= MSH&9Y[/3OX1G6.IM4B99,G; ]Z3?K'T31UJ2/6I ^)<\R^A,WDKQ:A;=K'J] M'K$-%P; 8D-T\N7UM!7_%&WXSE85["FP??3D;(+ST^E9D'%S/@L_DS.J]J0]QPBSZ8D<,E! ^LZ=/X-C%_Q9WC#&IX6C4Y]AB_9>8)9!-IH MKVU=0/8;*NJ'0?*5SJ..26[#Z>.TH6X\=H$$!5U?J M#[Y%3X/(,*-=1L?VJ^Z]/9V>D;912=,HEK\AA*KX^KU<2]20!!#$ 4D5A8@,?/ MX^N+D[,XP%;&DBP560?K.;#$/E5HHD8#=!R$.U\U*/;$X^*]F 4?TO>K4 MN5YJ\J'S-O.U1 !B' MV]M\]A@ATW!=!H5X)+<@">;3>O=-Y9IGACDGK@N("Z#9.PG<)55VBE$*=?WQ M/K\]WMRWV)P?[XK)5Q1.7K,;[C;H'CP*O2\;*AII!P2OD6# )5'&9#Z+HQ=R M6V+XYHM!^HC$U!II8ZB^0UPAF7$JXZ"H-\[];K A2/W MZ;H" OE:4RE=D')/J6T>Z]7M&G,_UV=:^@=MP.FT;SU\6[13_V)88&$TL.A: M%Q[#2]^W<7Z\VV+ >@]T$_L+[X\ZEVKNP>3I[IEHC]2; M)% CN(;"1GLQI9-]3670/;2 MS[9.?]?3&^3(PQK^?O[&>)_6?N^F8ZQIX5M"+HXW<]1VHA_0>'P, _["Z[8U MJ38QWV^1P$G>#&]._PV[N^ZTEMFF@G-RI7P5>XC2R,=:PPZ.GFE?ZJ;P(D!) M%<*7M@03O,:GJH-=(:=[2LT[>)/+"\TMY'%#3PP*J6B45$%3JHZZL:>X'+ M)]MHD">E73'/#%R[SX#$5?0)@S.E!(OQEC0Q"L/<<@TBU/;DDQ95\X&J2!6+ MS-TK*%G]!!/TQN:[ZCP(;;.M00!=DZT07FE1%:05Q?1>RE>R?8!4!1 ]"UI&7_CW+UEG[(_0M9/DYEZ_&H;')JV(\(XV^1ESEMB<*KB.8W^[H2]:S^JJ&S#3UR+BN@(J>"X3P>WL3$R MX*+L43Q0TUJC?7LT(57;1UFY;Q*Z.-[;\[;7EOIG8B*C#/VO#G)(LUPL]KH^ M]E\6<7 L+U5$<@./+J<;^L;;5FWR%PYRYI%&CQWUXW1ANRFP]VX$$9(C0Y1O MPJG5I<[9CH=;>(=9IM);._C5ELG_A9[@KCF&ZPVB"89!A;ST!_?9(IQUDMFP M\]XJQMOO]-?@XJX<[9?T&]^1:N!I:@,^O!JVN=^%K=./XJKOGKHXWN/T/7,- MDC9WI!G3$L9ZCXYB[[\^+%]>WSV@5Y[/=_ORKJFYSL1F]V(V":+T;\RRC281 M_\=DHPXV6^8E+O+?U"XXN>^6?'E5='8YFRQF+[5^L8LZ6SB*?GLJN:\O(9,?\&I^/CF;>?>.;=DEZVFYR\/=X.:.WO#)Z PN MST#PN\EQ]217;HE2W9LK#>8*;PE9[MR%4F*C]_MMNZKQQB9"L]%E\VK4Z9%( MN#KU\,7-OLS_^5"#'_0V4.^M1G5!4 YX$_;I2GK+SG"0?NTNH=:KN2'#"E5; MW_.)&SVZQF[LYY"N1N%$_L9SL5:/3Z2\(UC8<,*@\;AT<=;RN8C3!)6#\:VT MS'+L?:D6ULM\16Q3):,VTPE04GTI?3 ]:0:BD@?86K\[$;(J.JTA _'P[<$# M%/(SD8)#&@:[@L73I=[K 8;U,-98C,45H JDY<[7AZ/U-]_0[?BQSVX*VQ.A M&:WF#:\PLCGCN/;OD^>Z#*!:5RG'S7T\ ME\-N88$;PQ; D$)>\D4ZAYJ)]4N^>TNT(&45+F@K^=#EF8M2!A=_*416<-M/'&=NNNGQ8=[8.QCS(++K773$]KB1*IO[)HE%?#^[2W9 M;05G8(D<915V0W)0KL*T5Z:P^'27G&'MR/ME*0B4$_&P'G*VW*;Q9HD[C6;-EWTMU=DK+$ ])4$= MH::H2B?98);I,#PN)^YZ27D[AW&2'H-/W\LT84%<7%NYY+OG;I A0>M ).$Z M%K4D/?M2/?8^TH1.# M3 GKK]+4_%YC" VC]*,^>,D93NQCE.ODF".*$1=X'DGV^G9-'AO_-5J8?2$M MO)6@J0UHY$%'A",XS-<%]["6<>J+L-;ID#=*: &:O:NKDOY.]3 )P?^K*PW' M6T:0>TR3_'W+1;Y!E,8AOM=! ]DQT0OR?I9;2H*(CM.^^-*@3$KPE=&.NCVK M5=!#L'?W">3IZ-U[/LE7NN [!LZ7@]MAIKV@4^ 6ETQ7D<.N6*<7-CBTHK[K M5LT[Z4:_MKP6/_6F,$B0E*R$B4\14_Z_Y60,*EW4=BZ@C.WM9+"<59Q,>+NX4R* M1FO3UI7S=KH>F;)UIRCU'0(6+UBI%!N;G33.-M6^L6 2MB&*%5EZRHT2F\U, M]N%35/?;L'OO A.8":[#>*_+2%[Z#-9G@*H2>0@OU[BM_^HRR5A3;@;1Y-@% MM5U!RD:5?EI^&!CN'R*S.NV?P"[M1)-AD+R0MW9KPB-=B(5]=[>__?WNS61^ M':$/I$%[L; 1Q0!QCI6-U<95'G'5$=K\RH2\GOU<"6>$Z4KL EAWL( D6%Q^ M$7>]G,S.''<=*@\?X%W$0;@["GQ+QX%AZRX\ML%IW%S=:\W$8T.B]$*-3J:S M$:'<[TA+\2DS?I-DL9/4D=,)@,]'WNU74P8I,]%S'=1M@9]%TV'_]%!SZBL$ M5JQ+25?9]8-L*NN?4108S;D3>E_P'Y#Z U:%$W95_]SO7\LLL76F/CE!<=!F M[O@*\PDBB4Z$U3&+$V;TCH5!KTNMW@M2+CA8Y<"4Y5EP>90K6G6D]\47,H9^ M*V2\'5"FKR9SWZ/]5K.^W#S[3=O%HDV"S)V[()T)&WRPW>$XP_FUA2%7I[[_0L$E]RW2-Q$TL@W M-XL7K^A-__@/WVV3!_,+"1K42Q5F1:^2)G+^0AK-V0]MM<60T;)JB:#XS[6! MCHP'Z/=55;7V R9 6U!>W@__%U!+ P04 " #P.&A22_P&Z&,& !P$0 M&0 'AL+W=OHT">"\;"W6K$'=;!B&?: EVM8FB2Y))3Z8N:>7,>H"&!\:G0..I.X<+O?:O_1[AWVLN!:7,G\ MMRPUZ_-!/""I6/(J-Q_DXQO1["= ?8G,M?TECXVL,R!)I8TLFL6 H,C*NN6? M&S\!POEYMBJS99;PTI!9DLBJ-%FY(GYT*.SB0%0J'J2- N:P#L "7D5M9FK4F-V4JTET%$]A-MR76;NF2]6J\ M%LF8>"XES&%.CSZO2E<2L!9GE<&QXF0@"!Y!QD#O\W>O,3SDIWK#$W$^ M@%.LA7H0@XN/8(F_L,QW+*>M9=Y8)AF01,,W% ,"\**9QM6RTD @/3HEOPNN MZL@2B(LH%D+9V,S2-$/2:9A.JZ3N3LAL?@]A<\-7K@>PU]!AE48CBTVZ K1O@ M> CKPV!W@4>=R+$DZ@;8,M>M%X1AB LBA@H"ZOD^Z2%#T)$A.)H,UV(IE +7 M?1 /HJP$63QUW;FL5"+VQ;]7_^'XUY%$UQH\R\1^Q8BF+0KUC*+M:HOB8/1W M0FX]:?W_1FH#^M!XEL!ILCYW7S]GGQ,2A]0%AT*'T7C*#BZY MY4!5B(O8"$ M<43NE%R""N 3SWLLN#0.IQ U-V+DHS0@^\4V7Q&]ELH0(U2!0&(:^W'=B0+W MF$T\^A7]C1+SR>?IGFJY42*XX;A8F& M>_M(UZMU/^EVU;>\[J4BYJ4K66QX^?2#;MT!#-W1])_I:5-*@^?TF#@S8&M@ MTPYC 8V< !/1-*)^Y/\[<=F41J%/F$_]V(%E- B\ SP)',K"F/@N]9D/B9'& MD(MJCK0[A@P5AC2T.8M-(4E9?&J&Q1U<)&PD55"&T !E8P<'-!60:5S48H7M\Q>)FAJB>X MF#01]F;Z%G[A!#"#>$,F0D@MLK:"+9B3'?H],H(FZ,MQ6T@4\=-R(WMSR*#+T1\:8PCA"^X[E(L<#QOHHP"/6*ESSEE+P# M#Y8MO+I A"I_W+6LQ/ ',>8W;L%WW]F,O[KC"=:9G11NY5D*-ORV3/(J%1T#R%+)PMIK(O(S< =(@/P\";RQ#U5S MGD/H*0R=[2%B.O'#<=!.[>7&EQR@E@7U>J0"!2AZ(^SS(G\:U\1K0?TB,/8Y M$LHB\L9L"Y#KC)T7@.)Q]/_BZ3GS<7?FXZ\X\XG('FRU3S&)V2H8ZM%/5:9M M10>3VN@:SLL"9E]*Z#5]N%S!9REF"323Y%)C?U'7A-;3N^FBJUI5!Y^2JER MH^V]NK4G5/CRQ@4%2AQ3[K9U^9:;[!FZ;TV]F#_L0#(L99E4@*(THR\KP6'/ MIZXX&)'WC9?::IGKNJ[U'8#!1"7>:@*:!QR! % M7'8.<[?K+ZQW]I%ZLO4*AI2TLF]]36Q Z@=Q-]O]G3"K7]'/XO5_$;="IT*A 'Q?2FG: 1KH_F2Y^ =0 M2P,$% @ \#AH4DBJ]N^5 @ L 4 !D !X;"]W;W)K&ULC91M;],P$,>_RBE("*1J2=,'NM)&:K*;$%Y[9!/.4YLRQ9:+4#[:Q)S2U\JMZ;X+AT1;FQFFXY M^=GD(]7]@S(&:M1P4S*-\.H3VPHTKQ>AI0#.+$P[L74K%C\C-HSA2DE;&KB0 M&69_"H1$UN/%>[QU?%3Q'-,3& T'$$=Q=$1OU*<[\GJC9_0NF)9<%@8V?;K? M5EMC-?T=WX_HCWO]L=<^7].Y6T0 [<&,^ 2SIA(&T&WLH U M,SP%)C,XYZ*Q9/ 8[ZDB'$5P73PW-4MQ&5";&M3W&"0K:J"_R4Q+UG1DZ0'9 MMB?+.C+3T]$@BJAV/K0;JVK?DUMEJ_ %!+ P04 M " #P.&A2?(%0_7,% !=$ &0 'AL+W=OV,Q?H6U_,BWCNYSOD\>F]5'=Z)H0A#W75Z+/!S)CYR7"H\YFH MN7XIYZ+!EXE4-3=8JNE0SY7@A2.JJR'SO'A8\[(9G)^ZO5MU?BH7IBH;<:N( M7M0U5\M+4&YZ=S/A4C83[-;Q56PYY+4=:BT:5LB!*3 ML\&%?W(9V?/NP)^EN-<;,4S&6E MW2^Y;\]&D)@OM)%U1XQU73;MR!\Z/VP0I-X> M81,*=W*\AI^9H;?GZJY#U1 M]C2XV8DSU5%#N;*Q01D9A:\EZ,SY2$SA8D.NFS; UE-''_FX$OKX=&@@P9X; MYAVWRY8;V\/-9^2];,Q,DU^:0A2/&0RA6J\?6^EWR9[E^%KD+TG@4\(\YCW# M+^CM#1R_X'_L_2#F4IFRF9*_+\;:*&3'/\^P#WOVH6,?[F/?YC:YF9 W9<.; MO.35(]]>+DFGPB[O'L*\_"(*,NF9EQO,QTNB._NP2?-\LD% M86E,HS3%S'UDKQ[-5E_W,>HU69&PC"9Q^'1YJ^0$XF K_+9?F\BC+$Y[XM78 M;7^4QGG=V4:"(*9I%#\5&,0QC9D'Q;0A^4/G,)1 RA3?3TA8- MXM,XR+;L:7<_P1>5S%W \CZ.X@$WC%XY9Y,H2V&!WX\W?1J532YK08XJJ?4Q M8N9["?42W\YH&F<8CSHB^_4HS6@88?IM >1GWRV 6$03+]H'H.[KX0 *:9AZ M3Y<' BCT:GK9%H 2'(L]@E]_C= D!9[VX"?T M: J^?D2S8 -R$2#HAP?C)\FVS6EWOQ8_<((?1?VX'S] >);9>(;P3^K@T]*T M\ &X O;-X9-^K_#QLX2&J,F[X;/Z>C!\4(>B*'BZ/! ^ 4-N^ENITVT_@4^ M6RF-G@IDR)XT2+?@$Z6 H(6/%ZTOA)C!N&PG?+*0!K@D,NJA>*SOJX &X>'@ MB1-OU^6#W:\%#RY*+TS[<3]XDLC=RB]PTX9I>_>T- X\+$ Q#(Z?>5M&_=LR M>O[YAX:L6%3"FO].-M.?WZ&?*6093%!'4J3I(."MM& M0Y$HP?O+/CY8$.(B"1QUI^[O\&,A:XK@H$HV2TI^XW @)6\4:IJ@Y!ILL3N: MHX&FY(HWO.#4(6,$4HXT%;MR9[C1\J$83%UCBWIG/=IV?_UNWSM?M"WC^GC; M>+_G:EHV"*B8@-1[F2!%5-O,M@LCYZZ!'$N#=M1-9^C_A;('\'TBI5DMK(#^ M'X7S_P!02P,$% @ \#AH4F7W_P82 P 3@8 !D !X;"]W;W)K&ULA57;;MM&$/V5 5L4-L"8%Y$TK4H";"=& C2 $+O) M0]"'%3F4%MD+L[NTDGY]9Y<2K12Q\T+N9>:<.3.[0W3P30IEE]'. MN7Z>)+;9H63V0O>HZ*;31C)'6[--;&^0M<%)BB1/TRJ1C*MHM0AG:[-:Z,$) MKG!MP Y2,O/]!H7>+Z,L.AY\X-N=\P?):M&S+=ZC^[M?&]HE$TK+)2K+M0*# MW3*ZSN8WA;V?HEI.?6ZT-U=>X[\!4"V^^#KRGC#LX>V ;@?9\D3@B\:9) MOH W MFR3/ M[L%Y)C6 M&6G]4_OEZ8YVAC^6?%ZB*B:H(5,4S5/?40^T@$'0'4Z:O M3_E^EN 7,7V7SFW/&EQ&U(86S2-&JX<=0J<%M1A76W"^>!!NE;/@Z+)%Q[CP MR:K.[=G!N%WR-++N*HJ6EWE<7$U@[O!*.X&@_'_G#8#%ZU7Q"6% M_8@RZ/GCMSK/\C\AJ^*BOH1W%*513+P:+#[1M/A($V>$:K0EMYK,RP+*/"Z+ M NZX8JI!$$@]#<8W[RO=!0QF+9)]EL9I44YL>5K$6542:Q:7>0%_H;5SFBK- M( ?!?*):I*0UG(WCAL*GQ!G'_QT/SJ[J.,O2&PO=V]R:W-H965TM&&Q L$7J/;,-V$G?/K0+FFS],.P#+=,V5TET2:I.^NMW MI&3%21VO*-8O%E^.S]T]=T>>)WNI/NDMYP;NJK+64V]KS.YB/-;%EE=,C^2. MU[BSEJIB!J=J,]8[Q=G*':K*,0V"9%PQ47NSB5N[5K.);$PI:GZM0#=5Q=3] M@I=R/_6(=UCX(#9;8Q?&L\F.;?@--W_LKA7.QCW*2E2\UD+6H/AZZLW)Q2*Q M\D[@3\'W^F@,UI.EE)_LY.UJZ@76(%[RPE@$AI\O_)*7I05",SYWF%ZOTAX\ M'A_07SG?T9RX)D#M#M G=VM(F?E%3-L-E%R#\I*(YH=.%?= M:31.U#8H-T;AKL!S9O9:RM5>E"6P>@5O:\/JC5B6'.9:3L4%E M]LBXZ( 7+3!]!IA0>"=KL]7PLE[QU6. ,5K9FTH/IB[H6<0K7HP@)#[0@ 9G M\,+>]=#AA3_F^I7012EUHSC\-5]JHS"!_CZC-NK51DYM](S:&ZRK58-ZY!HN MMZB4:Q U'*PYQ?190%NV%WK'"C[UL"XU5U^X-[O=T(V=,J7N1;T!5LFF M-E;_YD !5K>3N>=, ;LJ!(15,HVR)I8RYT>)T^++1R*,>7L"B MT6BAUG I:ZQU1+B5AI6P8"6K"P>!JI_ DQQ>0);X>1+:@1_0"+]YY.=9"O/5 M/U@)>!6@,B-[JR\ "Q/+K@9^U_H*[$B2!C'\^DM&"?W-C<_J1_=0;>J3)#O6 M'_LDI_"_DXG>_E0RL]:9($@?.Q.$Y'DRY\7G1FAA+TO=$_?T>Y;Q010->TDW M^?&8GZFTN*^T^'REM0^-U?Q->9\JL[-HI\OL")>UUX:-:_O"B:\8^.,0:\[A MO30&?%T53-24SB/D>W^K+0_[-V_S[Z)X?W,2Y,N*KW1)/ MC;N 6UYL:UG*S3TR'09^E-L8#&CB9P2MPC4_R0C$H\AE+Z:=>X+0'L51N4V- MK=AI(!@UE!N0$+]T"-3/$2GKCUVCH=8[3+DT@4$>('CDBHO04=P)_8Y%8AV- MT( P'D*: QW1;K--\Q<04S]+;7$.(N+G46B-)(&?T_1$.OUZ'ZU5C[,/8$>B.+T3G$I,O54_R/C]HV3)N- M:TXU%-;DMH/K5_O^=]ZV?0_B;?/\CJF-P&N[Y&L\&HQ2O,M4VY"V$R-WK@E< M2H,YZH9;[.&YL@*XOY9X,743JZ#_5S#[%U!+ P04 " #P.&A2.UF_?3H# M "A!@ &0 'AL+W=O+*$5J)!4G^_4[4K+K#DV ?:'X MFZ^V073PU$IE5U'C7'>5)+9LL.7V4G>HZ*36IN6.EF:7V,X@ MKX)3*Q,VF^GN]/XW'..9>;Q22QM&V ^V4[[OAZ:?0>C+4OY1[9^A4D)];7Y>EZ;&" MWP7?"BF<0 M<5?"':]# ;6\,*O?=Z?D#WTJT%\O$$;]'2'=3?L%<1WV%Y">DT!C9ADU?PTF,VTH"7OH"WX<\A MN)""D!HN+7R^WEIGJ'Z^O$*1'2FR0)&]0'%/SZKJ)8*NX7\G_TW$%=(O8;@GN<),T3 N@RS D M\H0.VT[J9T3J!I)[Q%);@CN#M(AS^'R2D!OU,_5%./^H'4)^ 6]^RMF4 MO879; %W2#76EZXW7EX6+U)&^+'(X4>5FYRTC1;-+C1''PI=TM!!CKO'_GL]M)UO MYD/S_L#-3E#H$FMRG5PN9A&8H2$."Z>[T(2VVE%+"].&_B%HO &=UYIR,BX\ MP?&OM/X74$L#!!0 ( / X:%)QL4+"G@, %4( 9 >&PO=V]R:W-H M965TCE7 MG15@#1< M2:)AO0@NXXNKS,E[@;\Y[,S!FKA(5DI]A%$SB$04%F'P/#S!-<@A -" M-[X/F,%HTBD>KO?H?_K8,985,W"MQ!=>V^TBF 6DAC7KA+U7N[]@B"=W>)42 MQO^272];E &I.F-5,RBC!PV7_9<]#SP<*,RB$PK)H)!XOWM#WLL;9MERKM6. M:">-:&[A0_7:Z!R7+BD/5N,M1SV[O%;R";3E*P'D 217FGQ2%@QALB;7K&W! M?80@CYI)PSR5AIP],E0PDWEHT0>'%%:#O:O>7G+"7IR0CTK:K2%_R!KJUP A M.C]&D.PCN$K>1;R!ZIRD,25)E$3OX*4C(ZG'2T_BK2RYX:82RG0:R#^7*V,U M1O[O.^#9")YY\.P$^ ,V5=TAUVJ-M&K]PN6&7#:JD]8?'63#^^&R< ^"64S# MK;2@P=ACI+]KU37VA6E9!8L .]> ?H)@^;@%(K'KJ[T;;'3#XI7@;,4%MR^D M4DVK)/R\Z@MDQ[!(#%DK@8V-)<$E7JK.H,MFF$)4O"ZN\NU*:$_7Q-$9YQA>H3Y")V?=VT ,6!>VMEOO'A^*E\ S MSA,#^*!7:B-]HO10X$,D/7%OF<(WV-]^!:;[M^,(;;\70@ZQR7P_=UAKO[B% M::?3)/??+)VYWG3EQ/P(P92\*:J8IEE$RKSX1? 5]R2.:5YD9$J+*">/RIXP MG=$B*7%1TK(LR;'W)CQXZAO0&S_0#/%6^E=_/!UGYF4_*GZ*]P/W(],;CF4B M8(VJT?DT#XCNAUB_L:KU@V.E+(XAO]SBW ?M!/!^K3!3P\89&/])+/\#4$L# M!!0 ( / X:%);8\YAM0, + ) 9 >&PO=V]R:W-H965T(!K[FHM S+S-F,PD"'6>8 M,WTI-UC03BI5S@Q-U3K0&X4L<4*Y"*)N]RK(&2^\^=2MW:GY5)9&\ +O%.@R MSYG:+U'(W(Z%YK( A>G,6X23 MY<">=P<^<]SIUABL)2LIG^SD8S+SNI80"HR-16#TV^(U"F&!B,:7&M-K5%K! M]OB _M[93K:LF,9K*?[DB6P*A[0B"J!2+'NU+D6-XPP^93)7>@[&E"LP-GJI,F M\85?&:B1+A%IDN%Y'&CX>*1K03JSC0PI,6>#>(:<5DA M1B<0PPAN96$R#>^*!)/G '1:SA&!X[+Z"SB#<:7T M]B+I1]PQ>K[&YY_!Z MK]M\PW4LI#5;PU^+E3:*TN3O,SKZC8Z^T]$_H>.!JB_UL-Q[YC4MT7_%_+14,J!5TD ME* LEZ7-5*=-EIH0=.?R!>AO8.&3Y0IA_8_J?P\>I6'BE=TJF!.X9CH#_%)R MLM!6S,1F/>ZI-M43W:5I273@1^A%(S\<#VCTTP^C*(Q^?38Z[D;^:#P^<:K: MJ]378?N>P*V<)+.H="FP9!$@4\4O=(^?$'[K:# 8UM_*@G:V?2_D,P4[: IV M\.:"O+4DGL7T MG8WI[Q33;\O$5<:2"5;$Z,,2U[PH;(F3_CVE0N/OR.\-(XNY1:5MD_#A8T$7 M=(LR2_ZASF4;"5QH1/A-&H11IPG=17]\U8%%LF6%H<[_B/';,2ZBJUX'PJL1 MW+%]W:NB<9\V0K\_&G:.)E#[:9%_GC8O)4S0ZJ(YJK5[*VB(K4^KAMJL-L^1 M1=6%C\>KM\PM4^0^39=B2J+=RR%EA*K>!]7$R(WKR2MIJ,.[849/*E3V .VG MDLRM)U9!\TB;_P=02P,$% @ \#AH4JUYJ:'E! O0P !D !X;"]W M;W)K&ULO5=9;^,V$/XK S]1#3P MK1"EOA@LC:G.AD.=+;%@^E166-+-7*J"&?I4BZ&N%++<,15B&/I^.BP8+P?3 M)I7<$OW)R*+BA*!L-K,SA6I:& MEPLL,XX:CI_93* ^.1\:TF4YAEDK]ZJ1&^Z1&X1P3Z*6&GXJ<\RW!0S)R,[2 M<&WI57A0X@UFIQ %'H1^Z!^0%W6>1TY>])\\O^$Z$U+7"N'WRYDVBN#SQP&M M<:)F)VG(Y>0@%&48G?76]!=L:$L[*92H=AR_5&1,[@ MTH7XO?<[SRD@O>5WC;RMF'J WS*L3&LW.5ZX9.34'"Q>@7CQ!![?A0'(I?.,T::.[ MG]B23<803+PX'74H:%W>9W[@>WZ<=$E>N[ %]PT=D1=O0*)W81]]Z@6CM*\3 MY\$^VHF7IGU-?7:CEF!P^4(.+Q >T:X?71;AV>K]]+;^HU._+;3H-&G?;K=K M-SP=MQ=[==VL<_](N7^O9 3?N[\W@F,Z6HL\,$62;HHD_WJ*W-;&3JE["D!1 M%VT$'MBKFVR[)LI!T;LG2JNC:'4TZ:E:'5!3RU%0RO)#9GT6PBX-&VBT)?.F M21ZON%G2!54W]7&+747%OKO M$_>F&JA=!'!$Z(Q&(\+TF&J8CD+[ZL?]041]?I(D$'H)-4R1Q#$7C 9V1??HT6;K-34YEQF"(,O3-04A_Q/ M6A3=C#P.O' R.8'C)$I/MIIN7TQ'ZW9PU-;5+D .-U;* M7"+J04O-=DQ)U;_=$0 5,VRW'P86;D%=28-K;ON=4F_+U!9 M KJ?2VG6'U9!]XME^C=02P,$% @ \#AH4C<_.0L!!@ DQ !D !X M;"]W;W)K&ULG5A;4]LX%/XK9[+++LP81Y9\Y383 M:+OM0[L,E.[#SCX(6TD\.'8J*0G\^SU'=DQ*0YKAH<&2SOU\^B3U;-7H!S-5 MRL+CK*K-^6!J[?QD.#3Y5,VD\9NYJG%EW.B9M#C4DZ&9:R4+IS2KAIRQ>#B3 M93VX.'-SU_KBK%G8JJS5M0:SF,VD?KI45;,Z'P2#]<1-.9E:FAA>G,WE1-TJ M>S>_UC@:]E:*WE3&_<*JDV4#R!?&-K-.&2.8E77[5SYV==A'@7<* MW,7=.G)1OI-67ISI9@6:I-$:?;A4G38&5];4E%NK<;5$/7MQ:YO\8=I4A=+F M3WC_?5':)SC\*N\K98[.AA9=D. P[\Q=MN;X*^8"#I^;VDX-O*\+5?QH8(BQ M]0'R=8"7?*?%=RKW000><,;9#GNB3U@X>^(5>UV*_X[NC=6(B?]VV Q[FZ&S M&;YB\Q_7>U7 :*DT0AE&!D$^)]@9:,;P098:OLEJH>#O;O;.E/4$+BN9/QS? MYM@ 9;JUXVM=YK3XN2E4M:T%NX/Y.E4P)H=+YQ#=*YE/H7'&8:)E;:$TH(PM M$=08-,Y:U"EP0-*MQ,+%1_,_QMB:.9YW,%U;HDLBN) MW"@)"I5 M5< ?OZ4\X*<'6SYN2O-P/-9*05E;I;$,H"ESYO.X$PM.<13C*'"_ZSGAL^@ MN!]M3@4'\/YQCA2#*53E6,%A6;=Y'4'DL_[?QQ*W,A9-5K!L*FG+BE 8QG[$ MGLU%PL_08"C\D#_/AJ&;VG ;IGYXL .W48_;:"=4L*FJ6%2N[8X(.@C"B+@2 M ]R&OITFZ0PY,7.9J_,!'A)&Z:4:7(S6G$^.J/%7S6PNZR>73W)JP#CG'41E MY]RU_B<E\](H( @JTT'.G&Q/ '[:FC>*CBJ"Z!42%3' GOR5>G99NM& MDXE6$\+%)Q0J\0S*NPU,0G;:+ Q&AX+K_?QBNG=[*2M9YUCAA346U\BQM"^Q M'"20>%F4P>\0,#\)X"_:A*C./28$!(@@ACAK,R_@4'@!9T=.EL$5.:@JVLD: MRS,O-8G$+'8"3.P;0PJQQ^.88N!^( "Q&>$@%)X(TS[1)>X8:@?V1JV!;QLW M#9$718ST S_-4)^G.!"9%_&@U^_Z1P?,]B"$QY.T-8*G2>C'(0YXY(DX>6LF MZVH&7L@CX)F?Q)O5##! <=0YW%Y-$6Z6:B(W$O-7+,WG^DK?ULWY+X0L7Y2$)<'9ZO166O]%B%\6KD%T@$TEAO,J$?=7LY[9-VYE+Y3V)NTT$=C_E+8GPPT?&6)76+6;LQ>(7O'-M@/N7 M_,>].&,M=:2T^2/F)='>W/6J_CJWP,MP_PGF9]F6W (OR!)'ET@Q6](+B6TY MH^/A;?FA:X\Y-N1(R<*Q(O=2/*7V)K37#&QT3^!V1[H+MF:8T?&*5(($L"7# MQ&48$<>\*4/'-)D[2WE"9W]+=4D:/-\VGWDM$RZ3V$=$$L\S+T["K6PTW'@H MSI2>N.>P@;Q9U+9],_:S_8M[U#XTG\7;Y_IGJ2=X+X)*C5$5+R)X+]3M$[@= MV&;NGIWWC<5'K/N<*HGO3!+ ]7'3V/6 '/3_#W'Q/U!+ P04 " #P.&A2 MC+S9,@$( "*% &0 'AL+W=OVU6^3+*9S20I.YFMK:U]H$C(XH8B- !HQ_/U>QJ0 M:,F6%>_EP29( =T'W:Y5,O2X%;=3/5*B;*VBY;ME =!.EV6332.NA?FZ^JQP-QVLU,U2=+J1'5-B?C(Z M"X_."2%FZ/-];?VKUC+[-2BPO9_JVIS>)DE(]8+>9EWYHK>?<7L=Y/0O8JV6K[ MG]VMYP8C5O7:R.5Z,1 LF\Y=R^_K.+QD 5\OX!:WG(\-3!-$Z;5VLRY M,\.?,1-R]JOLS$*SG[M:U+L&IL T .,;8.?\H,5+4?DL"CW& QXB'&V67C:Y:J7LEV#_.9MHH4..?!US$@XO8NHB?<7&-BJG[5C Y9Y=PIDU3 ML;*K&?@#=G3L0BY7LA.=T31EC>AE40M:D-+#3S,98N2;KH;-BZ7LB>C M38=?9*_A4T^.V-]%J1PA&-(IEC.AAI3B7UC0OYQ][1J#*=>F-/#RBHW#,/+2 MO)C8<9!X11K:<91[099/V'NM2M$R[O$PQO^L"%GDA6FTL?17@,+^61*E+/&B M+,//:1&PCP*X54OH\"0J\;C"#/SA%P60< ^D3$ G+ DR%B<9*S XQ,!T:F+V;DE0 GJ@9E9D]E/-E$A"+0 M&ZGNK4A?43B,9#_/Y\*>W%OLM3_N(_!A&%86&]A##BL!P3-W0G26E\;&YA%U MEZN>U*0TCKIKF'J J389,_]E$;R8[6_W^^:A#QUZ_>3JN&2=>ZP35K$W\&>B M$_/&L-C/.2WQBP27R(]HX4?9O0&6'@%'(\#$=_1^&COX\Y]R'H8_P;^LOMDN MJ+;QP:\NC>/0YZ#S:Q8ZL[&?1;B\:^4,/M]WINQNK,D/8 YE<)U,JX,V:M8% M_PF+QMSG!=D:9WYA!S^"Y90X\%$26!7X439Q ZJ=/"Y7]A@ M73\7SC<;D' Z9*SP"XIIZH,0]D(9FV7\H'?3Z_*$DK&ZX MFA/H>A1>.;:JW^'8%,7'3Q]852IUC]J]*Q7: [- V=^0[*A&6R'2($$S;ZH2 M^@]SE">]75B##%/.RH>][CQO'_9*NO*TYFF%K?O2]F+844<:-*.WI__AS+Q\ M"NZ(VB&&MSM("1W(U 4^"L(KEN5>FH08Q(47\V@H!LK;!>R!ECAC.!_*]Y-J M;IJ.:E[K7MA6FR"S,,71$J,; QS2 V1!T]H"1V>>)>S3 PZ!>A@"=8\E81)0 MNQ:D[*RJ7 !6Y3V]JMAPE56E>FQMD(7,XSC.T3:B**CVJU(O=NLKP_D>XL@. M(7X/XH24+"FQ?[A)Z!DY.>:0LK.AHDG=:]G/S+QOR;7#4Z KC!'G1R?R%A5" MCD8UREC&839E'ZBZ;_^(>D,$'1&F((K?^V:UI-X&[:L7Q-"X<>I%U'B_D[*^:]IV-SJT" <;I8Q6 M@8'=&[STL[+^%_KHI7W'&"/=!76\D1>3F%[([A8>K0I_E-3L$TO&9:X2H.9A_C>C[HN\<&@@&="I,A./L(.MWZ/K04ZL9^!:,."!EV MGXJ&I\.'MC/W?>EANOM*]VNI0!:-FIQC:>!G>&=4[LN7NS%R9;\VS:0Q&ULQ5;;;MLX$/T50AL4"2!$ M,B7'E]H&;+>+76"+!DZZ^U#T@9;&%E&*5$DJCO]^A]2EWC0VND]]$6\S9\Y< MR-'LH/174P!8\EP*:>9!86TUC2*3%5 RO%S-56\$EW&MBZK)D^K@"H0[S8!!T&QN^+ZS;B!:SBNWA M >RGZE[C*NI1-:&[B7?7:2(Y+EY0'J_&4HYY=;,!876>VUESNR5H9 M:\CU(]L*,#>SR*(%)Q=E+=JJ0:-GT :4?%#2%H:\ESGD_P6(D%K/CW;\5O0B MXCO(;DDR" F-:7P!+^G]33Q>\E/^,IF3#0AF(2=+5Q_<8GK'X@/@G"!:/!9"= M$GC?G!7KDDG\J<3D6CS,P3(N'"&W$IQMN>#VB$K:[ZQ563%Y?//;F Y&;PU> MOE/:6<'T'J/425>@NRPM\JWGE3X;A(!WU.MWXT>=-7,@Y M38<_:#TJR\2%2KDB- V3)'Z5[D\5SE5;.E=M\;A*2._&K>4S-B=A2G]4>>VU MB4[>]A(P]ZZ#&43"'#?/?+_;-\EETQN^BS<=]@.6#I<&8[A#U?AV- R(;KI6 ML["J\IUBJRSV'3\ML-&#=@)XOE/*=@MGH/]U6/P+4$L#!!0 ( / X:%)" M]ERL"08 !(< 9 >&PO=V]R:W-H965TGPZ'*EJQE*H3L689 M?+,0,J4:+N5RJ-:2T;AP2I,A]KQPF%*>#2[.BGOW\N),Y#KA&;N72.5I2N6W M*Y:(S?G 'VQO//#E2IL;PXNS-5VR.=./ZWL)5\-=E)BG+%-<9$BRQ?G@TC^] M)5/C4%C\SME&U3XCD\J3$%_,Q8?X?. 91"QAD38A*/Q[9C.6)"82X/A:!1WL MGFD3 8K9@N:)?A";7UB5T,C$BT2BBK]H M4]EZ Q3E2HNT<@8$*<_*__2E6HB: \1I=\"5 ]YW"#L<2.5 ]AV"#H>@<@@. M=1A5#J-#'<+*(2S6OERL8J6OJ:879U)LD#36$,U\*.@JO&&!>68J:ZXE?,O! M3U]<,Q5)OBY8%@MTE2LP4 K1+$;SLMK,_3E?9GS!(YII=!E%(L\TSY;H7B0\ MXDRA]^@W*B4U58+>7C-->:+>P=W'^35Z^^8=>H-XACZO1*X@L#H;:H!N RC M"N95"1-WP/31G=L?8*(]S/" M'O;: +G=KUD$[GZG^_7![OZTQ?WF^37-*,?Z=%%+^?('Q!(=GP^9C7:9C9R9S>B::YKP[RQ&D4C7N6;0;\1";ZALS:@,%]90$#+U MO+V,FE9XZN];W32M?'])3C>)3AV)OA9 &'0S9]9EK=2-&Y2%(8AWN>H:08< MA=YT#W^+63"=D(ZZF^R2F+CK#E18PC@!(\77G"M>;*1(*-W6%&:3!H8 ^-I/ MJ&E%L-=53M,=T*D3Z ,SB>>]Y-#5_W:V.'W+&]1QF@A18H4P%8+&FVGD*ZTC )7]5]/3J^H1ANJ8,:( MDAS:NQDV8+ID4K+8M6$JC*^DU3.UT\$7MMEA9W:7,:PWY&0XZBSN*D:/6%ZW MF4W"AJ969J]R&0>=J=C6[!-W*@F\?!1, "4H@A7E&B6@M:P]*=)43Q($^SDU MK8@W[L)JN[7O;M1IGE -M /_,!+H5HS-CDJFT%%'^RA;NOB$C$+<@=/V M7M_=?"_GCV;R"M_[!/U3GV.4AA*G$N:,6)0S.8W_AI< >)73KFUG>Z0?'M>D MY=ONYKO;VX\5VFT5K4Y.M]#:[N2[V]-A%71;13GLX;;C^.Z6,Z_&KT+GMK,8 MP'B&]_^U*8$V+7G]\F(["O:.JQ"P;0W8W1H>%5OD"4KXHNAV%"J@74![XHS0 M-T:E<[FLH&.WH-]!OTWSU!7+*BH^LK<=; 44]PAH_?4&NC 7<;D;.Z%B1JQ.DM&1,69UEKA_POD1,>L)%?238366N(71DO'?Q8Q8Z223(^/' MZBQQ#ZB'BYD[CF.G#&M'&2F3R^+02:$BN?+'^=W=W<'697&E,=3 M-DQY6G9'Y9)G"B5L 2&]DS'L%UD>0)476JR+ Y,GH;5(BX\K1F,FC0%\OQ!" M;R_, W;'@!?_ E!+ P04 " #P.&A2\3.$CBL# #3" &0 'AL+W=O M@@V3%]"ES^D^K9;:LZ.0/U6)J.&M8ES- MO5+K_6??5UF)%5&/8H_<[!1"5D2;J=SY:B^1Y Y4,3\*@L2O".7>8N;6GN5B M)FK-*,=G":JN*B+_72$3Q[D7>J>%%[HKM5WP%[,]V>$&]>O^69J9W['DM$*N MJ. @L9A[R_!S.K7VSN [Q:,Z&X-5LA7BIYW\F<^]P :$##-M&8CY.^ :&;-$ M)HQ_6DZO)#52HNJ!9L(*LJ;?_+6YN$,$"97 %$+B"X!HRN N 7$'P6,6L#( M9::1XO*0$DT6,RF.(*VU8;,#ETR'-O(IM\>^T=+L4H/3BQ15)NG>G8$H8%4K M8Z 4$)[#IBD%N[ZA.TX+FA&N89EEHN::\AT\"T8SB@H>3JL*7C!#>B!;AG"7 MHB:4J7NS_[I)X>[3/7P"RN%;*6IE7*B9KXT(&XJ?M0&OFH"C*P&'$7P57)<* MOO <\_<$OE'?I2 ZI6 5W61,,7N$./P-HB *!@):?Q@>/@W TX_#IS?4Q-V! MQHXOOL*W9.8F$YXAF#5KBCG-OC7Q%F M/0T=8D,Q=A3VZ3DLXF!BLGLX3VS?*(HFR7NCM&\4QC93AP$)XT["^*:$99Y3 M6_(*UB61.\Q!"U@+I9O"__)F7E6%@]79$"?GPJ(PO!#6-XK"\=.%L+Y1.)E> M$99TPI*;PE+,ZZQ1YL,/234^_%44@T*2GON',$DNLK\>LHJ3\864 :MI' Q+ MF712)K?/:/-J[T1B_,'=-[&G&<11<@_+_&_S+)K.HX=437J13**GX4"F72#3 MFX&8=^87Q3[ME>@X'HTN,MDWZM^(M&_T[D8T\?MGSWV%IGQMVU3@+GCS['6K M76=>NH9TL;XR';MIL/_3-.W^J[D5U!01P\)0!H\3$Y)L6F@ST6+OFLI6:-.B MW+ T7QTHK8'9+X30IXEUT'W'+/X#4$L#!!0 ( / X:%+)^/[:%0, $(+ M 9 >&PO=V]R:W-H965TNZZ,4LB)O.)+8'HGYB(G2D]%XLJE +*PH#QS M?<_KN3FAS!D/[=I,C(>\4!EE,!-(%GE.Q-];R/AZY&!GL_! DU29!7<\7)($ MYJ">EC.A9V[M94%S8))RA@3$(^<&7T]PUP"LQ0\*:[DS1B:49\Y?S.1^,7(\ MPP@RB)1Q0?1G!1/(,N-)\_A3.77J,PUP=[SQ_M4&KX-Y)A(F//M)%RH=.:&# M%A"3(E,/?'T'54"68,0S:7_1NK+U'!054O&\ FL&.67EE[Q60NP <.<(P*\ M_GL!004(;* E,QO6E"@R'@J^1L)8:V]F8+6Q:!T-9>8:YTKH7:IQ:CP%&0FZ MM)+R&-T64AM(B0A;H'EYM69]3A-&8QH1IM!-%/&"*=G%^@,488>4UY([5\.7:4C,#S]Y M-0[#L!,.W=6N9DU6_2ZNK?88=VK&G<\QSKC.FV.$2Y^]'2H=;W! M\$F")O) M=FNRW5:R=UPJ37(.8D4CF\V;=]!R=[W:>>^T2=*O#^J?(DGZ;_0,>[C3.5"] MPBY=ZPMZW!WFE3 M!.^4>WR*)*F\[MU_T#V0O<&H%_:;EUE<< MG/@&MH41?[(R_N<&WM8]'/8.BV.#51?WCSQ3O*V/N+U ?NZA5DZ[K>6\R>A- M/7=W&AS377XG(J%,H@QBC?*N^AHNRH:MG"B^M#W/,U>Z@[+#5#>Y((R!WH\Y M5YN)::/JMGG\#U!+ P04 " #P.&A2C S!U2X# ":"@ &0 'AL+W=O MBL*5*P%D;DE5Z?J>%[L5HT8FE0?.'\W@VWSD>"8B*"%71H+HOPU< M05D:)1W'GT;4:=F$'L$'!\@^ W![Q+" X2@(01O M)80-(;25J5.Q=T8'1!<\(4NLQSOF:*L@)->4ES"A)]1AF5I"@$ M%&2G=0L;8&M IQDH0DMYIE'WLPR=GIRA$T09NEORM=0+R:&K="HF(#=OPI[4 M8?L'PL8^NN%,+27ZPN8P?RG@ZAJTA?!WA9CX1Q4SR,]1@#\AW_.]GH"NWDS' M:0\]>SL].9)-T-H:6+W@D-Y!-WY]UU#T34$E?Q]9*&P7"NU"X8&%[K@BI3X MK'B?CS4]LG1S"&W&01S'IL2;_>J^AODICKWT)2SK@85I$B0M[$4249M$=#2) M:RX5Z.\=Q(;F]FO>[8,C%8I;\?ACK1BT"PW>9T5-C_>+E\11DG2LZ('YT<"+ M.E:\AN%T$ ["?BN2-HGD/ZVXXDQ?2B".5"AMQ=./M0)[S\>J]SXS&OZ+,J># M..R8T0<+PZ2S?;(>&$ZC*.@W ^_=#OAH&E/!%WH;Z&KI;':F'"N0_ZSL?[ 7 MSV&PO=V]R:W-H965T:< M:]]SR3$W\X/(O\J8,06^I4DF%[-8J=U'PY!!S%(J[\2.9?K.5N0I57J81X;< MY8R&)2E-# RA;:249[/EO)Q;Y\NYV*N$9VR= [E/4YI_OV>)."QF:':<>.91 MK(H)8SG?T8AMF'K9K7,],IHH(4]9)KG(0,ZVB]D*??2Q51!*Q%^<'63G&A2I MO KQM1A\"AQW]UT%FS9D'L7A^C_U(FKY-Y MI9(]B.1O'JIX,7-G(&1;ND_4LSC\QNJ$R@T&(I'E)SC46#@#P5XJD=9DO8.4 M9]4W_58+T2$@^PP!UP3<)YAG"*0FD$L)9DTP2V6J5$H=?*KHZG7DG-#Z6R*/1E!O?/[:N?XS,X1!D\B4[$$ MCUG(PM, AI:AT0(?M;C'DQ%]%MP!@GX"&&(XLJ&'B^G(&Z'[E]/=B6Q(4UE2 MQB/GXG%)HRAG$3T6]UBB?_[04/!)L53^.[&0V2QDE@N99Q;Z(A1-M >4P$]"[K?P(M@8*KRM S3_1C)B#QW\,IK7%O0*, MP!S2*=-I%IUC %V0Q0450+@-B6]<@];J$+FR!F3X*S")Y_1_!2,XY&+IA2H_6S)![8^E;FT/>E=)[ [&(1]#@N1^!(4@& MT@]AV+0@&9<>MQZ*ISVT/GU_U^^4H4BG7N5:0\/HMD7 K=%A?%T1:GY7-HN8 ML'\"C,'@ .:/P$S;ZL!.TVA-%$^;Z)^L.(63X=OX:;S6RK!YXPJT9H>GW]Y^ M7 %K^ Z*AP48HA"$PP(,8:XST-_H-&7Z6(W*YE:"LG>J>I)FMFF@5V7;V)N_ MUXUUU0:W8:JN_(GF$<\D2-A6AX1WCMY27C6ZU4")7=GZO0JE&\GR,F8T9'D! MT/>W0JCCH%B@^;MA^3]02P,$% @ \#AH4LX?=%40! O! !D !X M;"]W;W)K&ULM9A-;^,V$(;_"B'L(0&22*1L65[8 M!N*X1?>P:! W[:'H@99HFUB*]))TO/WW)2E94BI3C;+=2ZP/SLS#F=%+,K.3 MD%_4GA -OA6,JWFPU_KP,0Q5MB<%5G?B0+AYLQ6RP-KTF8.,T#&)P?/-'=7ML'X6)VP#NR M)OKY\"C-75A[R6E!N**" TFV\^ >?ERBQ!JX$;]3"&/6D^'X6CD-ZIC6L'U]]OZSF[R9S 8K\B#8'S37^WF0 M!B G6WQD^DF M U09(,==!G*4*ZSQ8B;%"4@[VGBS%VZJSMK 46ZKLM;2O*7&3B]61&62'ER& MQ!8LC\H,4 I@GH-U62G[?$UWG&YIAKD&]UDFCEQ3O@./@M&,$@5NP1/)"'W! M&T9*XQ79$BE);EZ\$'XDX&I%-*9,78,/@'+PVUX !2AZ'F] E3&G R M*$??P3?I\(V@ER^M^=)A">Q^OWU,:;>HZ60,+S--:Z9I+],GGIF%1IG0.2FO MKJUR5!Q6>TM"61+> $[T);AI!VXZN4P&HT8VHT'U'):NROGK?*6CU$/5$G/X MSBK*,Q83?'>KB2PN@\%N<\4^+-1@H?<4LD9Y>RFK0&V^6S3U\#4R#>/W%?.M M68N[68M\5(VRPWYIK]99Y=73UWX;M8;C'[4JP4:/X4!![E\48%=T)U$,?9W7 MJ"[LEUU/Y\EFL^)OM:[.WJ9CZ%..1FAAO](.6RUA5UD3F$8>986-M,)^;7WF M&\J8TZLW-!=J=!%%/ZJY4"-S:*#,]><0=44-3N((7K5;@Q.D[&'L1%!U+]G M]>TMSJ2X19HYT@;47]7NWG8:C1,/:Z.EJ%]+_\>]8Q6I?0 PFT?T;SD)6P?* M@LB=.S8KX-:C\FQ9/ZV/YO?E@;097I[K/V.YHUP!1K;&-+J;F-BR/"J7-UH< MW/%T([0Y[+K+/<$YD7: >;\50I]O;(#Z'Q:+?P!02P,$% @ \#AH4@N6 M#W#_ @ K@@ !D !X;"]W;W)K&ULC59=;YLP M%/TK%D^MM!8"!$B51$I*ITU:NZC1UH=I#PZ88!4PLTV2_?M=&\+R06A>$MO< M)(PGF,)4[XV18[YWSG)V'9B#(S]PBM=IU(M MF--QB==D2>2/N GY1LQ<$8*24KQM[5 MY&L\,2R5$,E()!4#AK\->219IH@@C3\-I]%NJ8"'XSW[9ZT=M*RP((\L>Z.Q M3"=&8*"8)+C*Y"O;?B&-GJ'BBU@F]"_:UK'>R$!1)23+&S!DD-.B_L>[QH<# MP,"[ + ;@'T*<"\ G ;@7 MP&X"KG:FE:!]"+/%TS-D6<14-;&J@S=1HD$\+ M5?:EY/"4 DY.7^#-^L:$0"7A:)EB3M!-2"2FF;A%=TBH%3$V)6RE &;4T,YK M6OL"[)SNU>QI!$]\@9?$*V95L="3U>#1^, M.N#A]?"@1XW3VNYH/N<"WQ/F!2W6 BU:VW_-5D)R. >_>_C=EM_5_.X%_EDA MZ5U,LTJ=JJ:*B.RBK()JH(2S'$4L+RN)]>EC"2+[C-2+H %=5:]W]?2NZD;9 M3'T[<$8.>+(Y+,9Y7!"XPN^=8T C=T**Q^K;+.^],JS<, MP):A=6)>1Z ]'#F6[9VX=QXX'-F6XUI6MWU^*\?OE?.4)' M*[>P@'X /I(= MX1$5,&*E>F/$1V+]L]1.57X8$?9%'.D*6EU!KZY0'0C0\$'NP;6%Z@CL+M1Y MX(5"F04[X6G=$ 6>U*F1]5[:K;=.=Z5YSLCZ'9ESWSO\T=2=_QGQ-H8 9 M28#2NO?A*/&Z.]83R4K=+U9,0O?1PQ0^* A7 ? \84SN)VJ#]A-E^@]02P,$ M% @ \#AH4E,[>*@* @ 6@0 !D !X;"]W;W)K&ULA91-C],P$(;_BI432%"G;G=!JS12NP6QAUU5K8 #XN FD\3:V [V MM%G^_?HC#46BY=)X[)EG7H]GFO7:/-L& ,F+;)5=) UB=T>I+1J0W$YT!\J= M5-I(CLXT-;6= 5Z&(-E2EJ:W5'*ADCP+>QN39_J K5"P,<0>I.3F]PI:W2^2 M:7+:V(JZ0;]!\ZSC->P OW8;XRPZ4DHA05FA%3%0+9+E]&XU]_[!X9N WIZM MB;_)7NMG;SR4BR3U@J"% CV!N\\1[J%M/CN87X:HAVHD3RC_*#HT[%2X. M\QW4KL1('E1\8%^I]^2)&\-]N23*J'\&T"=SE$L.XE=L:O$-103,IN^(RQEJ8W*KV!G8PUF 3O[3PVVT&F# M0M7DQW)OT;B.^7D%/Q_Q\X"?7\ _'>0>#-$5<:/DR^H2#.+MOZH::;>!YF?J MF+.,'L\%T+/WEF#JT-66%/J@,#[]N#L.SC+VRQ_W.'6/W-1"6=)"Y4+3R8>; MA)C8R=% W87NV6MTO1B6C1M^,-[!G5=:X\GP"<:_D_P54$L#!!0 ( / X M:%*RW^"&^ 4 8? 9 >&PO=V]R:W-H965T99X4HZTR6J!*+ MR]$K\G+*>1/0(O[,Q$.]=XT:*G=2?FYNWLXO1[CIDIR%(_07"S23:X^R(@R,KM__2Q>Q%[ 20<"*!= +4#^$ ZP+8 MJ0&\"VA?]7A+I7T/TU2EDXM*/J"J0>MLS47[,MMH33\KF[K?JDK_FNDX-;D5 M2UU%A=Z6VS'4U.(Y>IV5:3G+TOS@^=T7M(,_G0J59GG]3(,_W4[1TR?/T!.4 ME>CC2F[JM)S7%V.EN]/3FZ M(W=%O1FG8O8",?(;HIABH$/7)X>3! B?GAX>>]BPOE2LS<>.E.J#6,M*9>7R MH#A_O]-P]%:)HO['TQCO&^-M8WR@L8]2Z>I7XEZ4&P'5M.&-N-Q/6!B& MS6N^WW_#+HPF),3)(6P*P'@2L[B''9 (>A*!E\2UK!62"Q^-;8)PKV&"0QK& M%@T7%L5Q9*&F+BJD/$I@$F%/(O22N$US42,]I?2TKSZ+IO 0D= EPI,H8A81 M !:$,>$6$P"&&>,LKLMZ4\U66K3G6CE46BZS.TT5 M(A>YW0F9-8:N 5"4V,2@3!&&:<4]K=A+ZU.9YKFLD?N^\VM3ZB>;U M'_IC2TH/D&[(U+X!87R-!&<8?\:!B-^"CBX&B.L7C(5Q$-K%<7$TC BUEP,0 MCF$:!P.E,09$_ YTPHJ N!:1),PVDFL %G$>8IN)"PMB3@<&1#7,("E 81RUP9@KJ'% M 3760_W64C'>!\E1Z9066\*47VK MNE%C=Y3^>G6CQH*HWX*.JAMUG8(F46@K @3CW)E" (PD03"PPJ'&=:C?=4Z0 MMB[#P08ECAP>+HIS8N]U(!0.!H2 &F>C_BW;B;I&W:T6)9@Z4P78W@4)LR<^ M $LP'C ;:FR3^FWSY(D/[+;BT-8P ,6UEMM47%3(XZ&R&-^D?M]\HP>7%N-; M4=UG,UV@YVBWR/%-0>-F-#[#C#=N0_UNP,^R!FC('Y]T%'Z\;<;0I8-P@'U0W M>>NV]RG/[SENW7:VZGM1Q@L8/T-=C&@SOV@?KPL@UX"#0C# 00&8QT&9T6OF MU^OAHN@9]+W+'F8TED5G*)K17.;?01POFKO6!XL&P*"B0=^\AHMFM)SYM?RF MD@NMYK]HC3.OY%7DYW1[)FC3;$^+W:;7,RAKE8J%3 MXA>1[E.U/73=WBBY;H\A[Z12LF@O5R*=BZH!Z-\74JK=3=- ?_0]^1]02P,$ M% @ \#AH4I#%IYD) P E L !D !X;"]W;W)K&ULO99=;]HP%(;_BA7UHI76)D[(!Q4@M:!ME;JM@G:[F'9AX)!8=>+, M-J7]][-#FO 1LE[0WXN)1)@ */:$9M:@5UR[$X,>7RI&,[@32"[3 ME(B7:V!\U;>P]7IA3.-$F0OVH)>3&":@'O([H5=VY3*G*622\@P)6/2M*WPY MQ)$1%!$_*:SDQCDRI4PY?S2+FWG??QMS2UJCV- M:P($NFQGSU%#H"12B39UKR,!FATY,S=()HANX3OI0DF\N>K722 M9BM[5B9TO4[(/9#0"&87R,.?D.NX3H-\^&8Y[F[+;8VFXN-6?-S"S_L/GS'D M7"B:Q5ND?M_J<'2C()5_6C;SJLV\8K/.@_;0)JR',ZP2.5X5MY=FI\NRTYOF04:6SFRBB0+;4[5=^_OM# M#JK-@F-!7AL%F_02,% =92<%091>]/MUMM MUCT6W>X^MB#PPQVXC5&1T\P6.W7;*.)XO='C.N>A-UC M02Z=MOAY8=?=H=P<%O@',-<-#;=WM.^@$A!L_U6P[5P0CS]GMQPU18>@TWX8RFT5UTT'AQ\ N&Y-.#H:X&CO788#OQOL M$FX(BX(PW$%L;XQ,9E[]1D1,,XD8++3.N0BU@5B/@.N%XGDQ14VYTC-9<9KH ML1F$"=#W%YRKUX49S*I!?/ /4$L#!!0 ( / X:%**.(AJ1 , /8* 9 M >&PO=V]R:W-H965T<6$VLT"'#PN?.;KC74+X7Q:TC6[9?:^ MO-$P"UN4)2^8-%Q)I-EJ%KS&EPN<.@=O\86SG3D8(Q?*@U+?W.3]'QO0(/V3.=X.'Y$?^N#AV >J&$+);[RI=W,@BQ 2[:B ME;"?U>X=:P+R!',EC/]%N]J63 *45\:JHG$&!@67]3_]T0AQX("3$PYQXQ#_ MJ<.H<1CY0&MF/JQK:NE\JM4.:6<-:&[@M?'>$ V7[C/>6@V['/SL_$9#1FC[ M$U&Y1&^^5[R$;V31.;JB@LJ<&?3RFEG*A7D%B_>WU^CEBU?H!>(2W6U49<#- M3$,+3!Q>F#>G7M6GQB=.O6;Y!1KA,Q1'<=3COOAC=SQYZAY"_*T(<2M"[/%& M?R7"&?K$[ #ZJ$4?>?3D!/I;+IV22#!(-Z1=7IVKU7D%$VH,L[WZU9"IAW17 M<3O'492DTW![*%/7*FHMGG!-6J[)(-0 TYQ ME&!R3+UKA@E.XZ2??]KR3P?Y?V#&7$)MR*NB$M2R)5QI*&\YIW71@#AHH;3E MO_Q"'_^T0^Q\DF$<'?'O,NB$3IL:I=LS&) M1Z2?U+@E-1XDM5!%65FFCQ+"J)7=4]IY3C*2I,FQ]%VS-$Z3X\H= M'C0EKB/\2/6:2P/OQPK\HHLQ .BZR:HG5I6^3WE0%KH>/]Q 8\JT,X#]E5+V M<>):G[;5G?\&4$L#!!0 ( / X:%*?->1(IP( *(& 9 >&PO=V]R M:W-H965T.CTH]B96L:4@K1/HK^]*=MP0DI2++:WV[>[;M9X'*Z6?3 Z [*4LI!EZ M.>+BTO=-FD/)S;E:@*23F=(E1]KJN6\6&GCF0&7A1T'0\TLNI#<:.-M$CP:J MPD)(F&AFJK+D^G4,A5H-O=!;&^[%/$=K\$>#!9_# ^#C8J)IY[=1,E&"-$)) MIF$V]*["RZ1K_9W#=P$KL[%FELE4J2>[N%7@O5I]@8:/*S!5A7%/ MMJI]+R*/I95!539@JJ 4LG[SEZ8/&X"PMP<0-8!H&]#9 X@;0/Q10*E,TNW#-=&BB+Z0=^P-J.A6$P]%$TQ>D\95QF;&;YTHL M:*;(SMA7KC6W,V''"2 7A3DAZ^-#PHZ/3M@1$Y)]RU5E"&<&/E(I-J"?-FG' M==IH3]HP8G=*8F[8CQO )PXMD6A-9!P=C)A >L[B\)1%013L*.CZP_#P MTPYX\G%X_P";N!U+[.+%_QG+*9L4G.;Q=CH_KZ8&-5V97P=2==I4'9>JLR?5 MK430DA=GE0%FU Q77 -=G25)0ITN508-DPK9*^F0J::_Z=(R5(R72J/XP^T- MWO4-U(F[+K'5G^4H#KH!36>Y.9CW7E$WWO!ZPZK;LNH>9)4 J6 J>"TNU+W- M6AF\D&P:V%5S]WTU43_J;=7\WBOLQ;TMKV2'5R?L][>8^1NWMP0]=RIHJ.N5 MQ/K[;ZVMT%XY?=FRCTF :[W\%Z96[SNNYT(:5L",0@;G%U23KA6QWJ!:.(V8 M*B3%<&ULK5=1CYLX$/XK%KJ' M5FH7# 1(E41*0MOK0Z75KGKW<+H'+SC$+=BI;3;;^_5G P&R$)/5]B6 F?G\ MS8SG([,X,OY#[#&6X*G(J5A:>RD/'VQ;)'M<(''##IBJ-SO&"R35(\]L<> 8 MI953D=NNXP1V@0BU5HMJ[9:O%JR4.:'XE@-1%@7BOS8X9\>E!:W3PAW)]E(O MV*O% 67X'LMOAUNNGNP6)24%IH(P"CC>+:TU_!"[E4-E\1?!1]&[!SJ4!\9^ MZ(H3*7=^SX)VX"FFF\A.6B^@7'QM:Q0%(*R8K&63$H"*VOZ*E) M1,\!!A<[@7W#P&@?O6@>_[#=JR4L *%@ MBSC_16@&U@4KJ01L!UKW-S&6B.3BK7+Y=A^#-W^\7=A2$=3;V$E#9E.3<2^0 M@2[XRJC<"_"1IC@]![!59&UX[BF\C6M$C'%R SSX#KB.ZXP0VE[M#N5/%^N>.J5]U\(^(I_\:D/T6V:^0_0O(&YP12G5M-RA'-,%C MQ:LA9A6$UI/'U=R?1Z'CJ,P^]I,Z8CAS/-@W/&,Y:UG.C"S7R<^2"*(%0XP5 ML_8.>OM>V#!H-PR,&ZH,*^&@ #\E51L E'Y7/:ET3XX1V 0# JXS&^9G:/;> M]R]F)VS)AD:RJF4MI;J3T>80&QPG+*/GON5;53.:& MXUCG>=(B-EFP4&YHE^Z7:U,!-BM.(G4F=8"?>T*S> MT_H$AP(>A3"(1DB.6(Y6/1[%-%:]^SA \]=AJZI=%IB;#GLGWC#\W8W4B2DT MJ^EUC304SLAQ_9'<3QN>\^P4%IHE=K*-KE9#MU-#UZR&+VVC!LZDZD:3M87R%81V-W9L_5#]DU1PG0**GA/J_>KO:SHKK:D)ZMKY1 M,V0]\74P]0#Z57WO"14@QSL%Z=R$BA6O9[KZ0;)#->4\,*EFINIVK^9@S+6! M>K]C3)X>] ;M9+WZ'U!+ P04 " #P.&A2X< >WI@$ L%0 &0 'AL M+W=O5:(\TDBY?K,LD24T)R(4[:FA7IRQWA.I+KE*TNL.25QY91G%MBV M;^4D+2;S635VS>BDG;-TW+_>H;^O@E?!W!)!ERS[EL8R M.9\$$Q33.[+)Y">V_9LV 7DE7L0R4?VB;6-K3U"T$9+EC;-BD*=%_4]^-8G8 MTDE23/Q3CW]GPG-&\!;1STW*:8S>IT4J MZ=UJVF=<=>+V="H"7A_"$M5FB1LTTA=:^G MAO$JF%+Z]W,/@JE*W/U^SC16=FC[K=4!1Z_EZ!DY+J)HDV\R(E5"%$$NT]^D ME+B.9HWD[Q$X<7'H.CV>&C,GM$-73]1OB?I&HI^9))F.E3^8#MLA3'ND-%8X MP*#G-&TY3=9:84>? M9VQWA=)^L67:0!TL0/ #'/2H:NT\'$Q'R.Y5=?R\I=KX[4O84<3ZO(96'L"( MSC%TK,#(ZEO55,O\W5.N-@D'>437E* BV+RH&M# MRR.AG!T4#C10A^%W+0 [1O!EU>R^IG)Q5[NQN7@? MK=T&9W])83\T'7)\!3YB=4BT*]E@+MGC\@P'>9GVNZC& M!D8JF],5?L?\$?%<:3X"NU,5M*J"T1YZ)%1@A*K#M_;.G=2^=E4=QPD4E6NV M/JEI1]LCOT5UT-4;O\!GR_K@KH.ISQ$_$KY*"X$R>J<@[=.I>A^\/IJK;R1; M5Z=;MTRJS75UF5 24UX:J.=WC,G=33E!>T Z_P]02P,$% @ \#AH4NA5 M03X# P &ULG9;?;YLP M$,?_%0OUH96V H;\H$HB):7;^E"IZH_M8=J# Q>P:G!FFZ;;7S_;$$H;DE1[ M26QSW_O-)Q_&Z<.BW3"+OCK?-]C$Y/SM )HB5ZR'DEM2LY<96.SC#"]T3B M8W3#2Y5+=%6FD+YUX.JTVMSP-K<%/N@QAN0R"=J="JR_X/]V*J8R85Q6 M#/^5(JH;^H7P>P88L-+3;<@YUGF8",*$"D M^R9 _2;T;7/M;V#]F6/G>8;'GJ[_<[?T/4;1>Z/XB*-IO>$,6\[P8-WT.^?W5:=6#;LY#7V_/Z=1RQH=8^$^UFB7A<,] M]1NWK/$Q5M#'&N^PHD'4CXI:5'0,%?:AHAW4:##L1_G>ZSGH'8,->@\M;X<6 M!.$>6N?4]0_2'G+077JE0/0R_1UFZ.'1'BA^A>+#4*X(Z^7AG0_-]Z(.L/YF M^\S\L8_?Q>5VNE$!(K-=7:*$5Z6J#^]VM;TYS&V_?+>^,#<*V^5>W=37D1LB M,EI*Q&"E77KG(QV3J#M\/5%\;7O>DBO=0>TPU[&PO=V]R:W-H965TI$ ;70^%;:!U$:Q!;;=((?=BZ(7M#RV MB5*D2U)VLD^_)*UJ%8D60*'GFC(Y]_9*'3[ZOJSV M4&-YPP_ ],B6BQHKW14[7QX$X(T5U=2/@B#S:TR8MYC9;W=B,>.-HH3!G4"R MJ6LL7CX!Y:>Y%WJ_/]R3W5Z9#_YB=L [> #U=+@3NN=W7C:D!B8)9TC =N[= MAA]7H158B[\)G&2OC4PJ:\Y_FLZ7S=P+#!%0J)1Q@?7?$99 J?&D.7ZU3KTN MIA'VV[^]?[;)ZV366,*2TW_(1NWG7N&A#6QQ0]4]/_T!;4*I\5=Q*NTO.K6V M@8>J1BI>MV)-4!-V_L?/;2%Z@C"Y((A:0?160=P*XK<*DE:0V,J<4[%U6&&% M%S/!3T@8:^W--&PQK5JG3YB9]PK4"A0F5U^@#>GI8H:MWU^@=(@P][GDCM5;.?*7)C'^_:BD^ MG2FB"Q0KJ&Y0'+Y'41 %#OGRS?*P=,A7;Y<7K^6^+F=7TZBK:63]Q1?\W>$7 MO*9M(6V!,97H^^U:*J'7^8^)$'$7(K8ADLLA!*?41N!VJJ ^4/X"H#U2OLI,-.IK$%WX(T9P:F2((X MD@KD>XW*I-ZGA.UZ"1V!;;A 6P!G%N= 63^+(B^S019CJRB(B\B=1=IED4YF M\<0$5'S'R+^ZS H_HS4PV!)WM5,703G =!FEL9LRZRBS2N:V(H[ MZ;)1X*PLB@'=V*C,TL1-EW=T^23=DC,SW^9P 2S8!WTEH:MO7 $JKEV@^8AA MN&#'%FF:NR&+#K*8A+P'O6.;2C5"H[JHBE',)(^C =C8* Z3US:K8K3;ROP" M?-G!EY/PW_2M^H7I^0?TB)]=].5XU97I@&PY-KIP!H3!_U=.,$EF[Q;G)1&, MZYDFX8#(814697&!JG<1AI-4CUQAZJ0*QY-3%OEP_3G,LBC/AUQ^[ZXV+ZNO M6.P(DXC"5NN"FUP[$.?'RKFC^,%>WVNN]&/ -O?Z@0?"&.CQ+=>[INV8%T'W M9%S\!U!+ P04 " #P.&A2Q26O?V@( C*@ &0 'AL+W=O, M2?0U2_/R:K*3LG@]FY71CF6TG/*"Y?#+AHN,2K@5VUE9"$9C/2A+9\1Q@EE& MDWQR?:F?W8KK2U[)-,G9K4!EE654/(8LY0]7$SQY>O AV>ZD>C"[OBSHEGUD M\G-Q*^!NMM<2)QG+RX3G2+#-U>0-?GWCS]4 +?&OA#V4K6ND3+GC_(NZ>1M? M31R%B*4LDDH%A7_W;,725&D"'+\W2B?[.=7 ]O63]K]KX\&8.UJR%4__G<1R M=S593%#,-K1*Y0?^\ _6&.0K?1%/2_T7/32RS@1%52EYU@P&!%F2U__IU\81 MK0%@Z/ T@P@IPYPFP'NP0 7'QG@-0.\4P?XS0!M^JRV73MN326]OA3\ 0DE M#=K4A?:^'@W^2G(5*!^E@%\3&">O5SR_9T(F=RE#'UF><('><\E*1/,8K6A1 M,/4O3=$G0?.2ZM4MT2OTG@I!U1JC%VLF:9*6+]%/:(;*'14P.LG1YSR1Y47K MP:<=KTI06U[.)"!7\\^B!F58HR1'4&+TCN=R5Z*;/&;QP/CUR'AB43 #E^W] M1I[\%A*KQC6+ILC%%X@XQ/G\<8U>_/22_5XE\O&W)"^EJ""99$P?C4_JOP/8 M5_:9WE'Q-!->/F^F]??;9+0.Z+LY6=\>^3%]G45P]\'KZ@G_6>5N\=S8TL@UH&.1A]N4 %%>B>IA5$/ 1SS-.4BA(5 M3-3VO$3?D-5983W97$^FZO?]M3-U''PYNV\'PTE2ZY.D;L:D.E[Q]U[QK5YY M$_\'RI+R=XDD1S2.$U44: H>2F*5Z!$M$@GW@J540OT J:0L*YI'#$6\A'%4 M2I'<59*JL@,_U_$,/V8%ST'S4.S6J/R6,>Y\.7<+H*V7,?L8&]V M8#7[?97=P5KSS5-%@ZNH%2!P X44K+T#.Z!@PA7XH40O:G$5'L=#HYXZ:&$. M%HL#PU9](7\9'+%JOK=J;K7J XNKFK'[2_DJR5\-+&7+N"%3YCWW>P%VG-XZ MK?J"Q"4#@NMYSVXO84"G3K0Z#6' /B\[IHU"(@4*L4/1ZC)2G-*%W20I>'(1&^LEKA6;8 M#;M_Q4J[:F!U$LFQ660(%=L9%3(I&,TD;)@(^V?))5/SL;WH_ZA<"G&_>.. M^$/E[B31KCVFVF-[N?_>O MQO_AB,EBE3Y'LHC;E%]OK[W-3-&ST=ZK'L.\7 MO<@_%.S:8*H^7OX5,9O3E4[8 MFXDA!8+/D:9IKL]L-CQ>T:M!N3\^10'A[:/JNL:;XB'C&WE3)'6,Q64-,U8>YAO@ MYR3?7J"\F>EMS5< .VS+(^-ZIV2#&>JYEVXG^=(D7Y A,0S_N M"/VT$.D5-N6/$T@7<.EVS,\9MG=%TR[H+W?3#=>.R@8:EJ$2THY!< M<:4;DTV5QU0Y6%',CN;;D?(P@@-B9.HXM@+A&B)P[43P:0=.W/$4^BM!8T@R M%--'?3P-JU$F,5.GVK @8+".FM8:?5.B@_"]?MX="VK#)Z[]F,T 5XJ]& MIL#N:" 8+G-'MD)[N*IN;91SP5L*>\+C"\#+UDG25X][$>T>E- M@\#F=,^0I#>R)1KL,L=//#Q#==Y9]DB>(2G/3E*G=9EAHZ7-Y#Z>#^ZI3Q+M MHC4,Y8VD>,.T&R:UOKY9.=J7Y<8QAZ?8+R'=^UP30\Y=EY MZD%< M[6/8S#MR?+$>%>O:99C*L_/%G]5EAB,XQKM,S]"49Z>4,W29H3>PNSL2^[YA M+-_.6&?L,D.___[H6)?I&P+T1]XF&.\R?4.GOIU._Q]=9CB":;3+ M] W_^G;^/6.7.3*SWW29V'EJ,XDWUF;ZAGM]._?^H39S1&-;_1W? ?/0_QZA0>>K_'KF_I[1:.^_GSR M'15;: -0RC8PE3J]G"!1?Y%8WTA>Z$_N[KB4/-.7.T:A["L!^'W#(7>;&S7! M_KO0Z_\!4$L#!!0 ( / X:%) V:'0.P0 *8/ 9 >&PO=V]R:W-H M965TQ MG/.#2BDC#P+(0Y9A\79+4GY<3.#D?>$'W>V567"6\QSOR"-1S_F#T%].A9+0 MC#!).0.";!>3&WB]1JY1L!)_47*4C7=@3-EP_M-\W">+B6L8D93$RD!@_7@A M*Y*F!DGS^%6"3JH]C6+S_1W]=VN\-F:#)5GQ]&^:J/UB,IN A&SQ(54_^/$/ M4AH4&+R8I]+^@F,IZTY ?)"*9Z6R9I!15CSQ:^F(A@(,!Q10J8#:"OZ @E."'X$PTAK-O%AG6FUM/F7FW!^5T/]2K:>6*\Y> MB%!TDQ+P2!CE GSGBDB 60)6.,^)>:0I>!*826P/2X*O>DV(-\IVX";C!Z:L M^#U31!"IP-VK#DM)P,6:*$Q3>:D5GA_7X.++)?@"* -/>WZ06D7.':6-,%2< MN"1\6Q!& X0A M\X4WL)[EA"DE, 1UM?N0"]N^ 6C2*N27P%//@;0"YR>PBM MSE:'48_Z^GSUV8@U7G6@GL7S!O#:AW ]@NE7F+[%] EZ6T/.U%0QBT:9/3-B)NKL_A5&(0JC%LL>.3] M4=#/$KKUM>Z>S?/C="W!3NFB:=1FVR<7A)$WP+91A. HV^^ZP8G?HPMG0TXM M49K;!][,]U";9E<.3B,7H@&>J.:)/IL!=[\.9X<_K"]QZ'V0 #PF)-%E.$UY MC)4^1<6!VILS-/EMVRZ>%]7XXN0.N^SUG-?-!ACX7OL:ZY'3T3B4-+ N('"\ M@MQ_'()^3VA-9UZ;8(\8C&;A ,&Z*L#QLG!N!';O>>1&80#;-+MR@1M!?X!F M?=_#\'^K[K"^U^'THS*BA.[M#CC5W5FY REVZ/7"M">_4-#V08^4[\T&7%"7 M!CA>&S[?C,!N*>CI1GJDFNW(*=NZ7,#Q>O'I=@-V*T)?O]$C=M)PG';"==E MXV7CB:LS8Z $.FGQ_!"U*T:/6!0UZDK!TVD,,!D1.SL(2F"=5#3RU6HU;-[8 M$:NU?JN'T&)DK&&*"?8;%CNJ+\N4;#6D>S75E$0Q%!8?BN=V3-IPI85-DJG M\B#$8WIQXU]U>FE$+&">2DU0^-DQEP5!:@GB^%48[90^4V&U_6S]2S9YF,P# ME0E4HFP$$,$ M(8_R7_J[6(B* .PT"T@A((>"?HO +@3VL8)^(>@?"IP6P: 0#([UX!0"YUC! ML!!DV;?RU*3B>QV*,X'0W6TD:6WTP-&>%16HKW*H:[''1J>NW]2KCD M:5E(=#9GBO) GJ,N^GD_1V>?SM$GQ"/T8R,222-?3BP%3E.IY14.9KD#TN( MHV\B4AN)%I'/_ ;]XA4],1BP8+;EE,GSE&?$:/&[IRZ0C3\CTL.CAH! M;4'>:Y7/S?*O-#)Z7YCE<^8]RTFO0?[E:#D>-\B7Q\M'AE389?79F3V[Q=XL MD= C):J4(?KG3^A#-XJ%\E^#CW[IHY_YZ+?XN*5/@$X%W RH8CY2 GE04#Q: MI[W0E-QG,4U=-Z4C-S[(C*=S&I0SFI@G-52 M"'_/@P!8#BL7P[QXE+?S56PJC=RB\WH03AF$8PSBVM_12,$;ZP?S#)D:EN:& M)ZN&4>EC9 YYO8[9&@H!;9/8V\!+#&UC[K$FL(UJ2<,87O'-:S8N Q@; W"I MW*!M49.OYFPVKN7,Z;6%@'L:^CUC$ OPJ9Y>%O\1P116J]'T[=9H*J\@;'Y" MA8+%X#1 C,91%S9,!Y$5RR6S38>/LAW,AK,=/,-(T7C-5/.+"=?"';=&2W2T MQ!CM'>N&C,HD9ED* 2#&K0&I>F+S?A]!ZAFAIJX>/A:-#L62YJNR4UD@CC6A,6CDV$<:XQB,T?? '*W,%5-Y6#8MGA$4Y28 M*?HVE+ND3D_F2.C<'[:%H;A(S-Z]?PA(%G#[P *)@,@5I$C+_,XJ8 M*F\\-097WWYVV\M?\Y28>?HFJ+N%L<%1N=(4)6:*SH1RH7QB&I@^3S5 R>D M2C1 B1F@[^/&G-19BEMWI+9FJ6UF:3GGBGL$*QI)FI]9>4(VDF%>&!XR M-55M,U7?5%;+PMAQ,6B6VF:65K8*)4S_0T=^=-F5;_#3?83;FF>VF6=;ESCVP?=XPRCLC%J2H2%HFR'8G(SC]T^V)IKMG"X?FEFVF5D?DH_AJXGO@?],WPYQPW]"WRY MS$^WM?G\L/T;[#EX)%' 5N"J=S&$4./\_#J_4&*;'9\^"*5$F#4WC (QTP%P M?R5@RU-&ULS5=-;]LX$/TK Z&'!F@B4_Z($]@& M8KO%!DB*(&F[AV(/M#2VB4JD2U)V _3'[Y"2);>V%1>[AUQLDN*\^7CBXVBP M4?J;62):^)&ET@R#I;6KZS T\1(S;B[4"B4]F2N=<4M3O0C-2B-/O%&6AE&K MU0LS+F0P&OBU!ST:J-RF0N*#!I-G&=?/8TS59ABP8+OP*!9+ZQ;"T6#%%_B$ M]O/J0=,LK% 2D:$T0DG0.!\&-^QZROK.P._X(G!C=L;@4IDI]K%+C?V%3[FT%$.?&JJPTI@@R(8M__J,LQ(X!ZQTQB$J# MZ'>#SA&#=FG0/M6@4QIT?&6*5'P=IMSRT4"K#6BWF]#GZRF MIX+L[.@#%QJ^\#1'N$=N63N,GC!M<="H7'>^B_2+U[^#&&"36G9<[P6Q(G<>A1U6L3_^H#K7N6ZU^CZQ$)?5G"7K['0_2J\?F.VCWB>U4EE>W2<]X[QP:(ZL*@QL/??CMAMH]&60LG>U$Y]\KW\U3M M9+5XLE>IGJR63]:LG__#L1Z7+G89.H]Z[8JBXO"S?0UFO?X1'FL-9LTB?(=K M3"$B[NK:_83B7K3"W8L&I5 :I++85+%:IMFKU&E6"S5K5NHCR8/$0U?CF.VK MTVT/.YHD3+B7-0?1B- M_@502P,$% @ \#AH4G)JQ=XH! ,!8 !D !X;"]W;W)K&ULK9C=;MLX$(5?A1!ZT0)M))+R7V ;:!,4NT #!$G;O69L MVB8BB2Y)QRVP#[^4Q(C2VAK3<&X2R9XYF1D??QEJNI?J66\X-^AWGA5Z%FV, MV5['L5YL>,[TE=SRPKZSDBIGQMZJ=:RWBK-EE91G,4F289PS443S:?7:O9I/ MYCUA0>QWICRA7@^W;(U?^3FQ_9>V;NX45F* MG!=:R (IOII%G_'U39J6"57$3\'WNG6-RE:>I'PN;_Y>SJ*DK(AG?&%*"69_ MO? ;GF6EDJWCEQ.-FK]9)K:O7]6_5LW;9IZ8YC;]'[=Q_0.R0*]'TC=]H*ZFEL;.UE!?'"U?FEKI/TU'G+%U>( MXH^()"0YDGX3G(XGW?383JP9&VG&1BH]VJ-7#^<:4**-$JV4TAZE[]*P#+%* M[]A8ZNQ!E5U^)U_FE(SQ9#"-7]KM'X:1\632!'5*2YO24K#)UL<.=3IHY 8! MG69>]%B[M<2PU4?ROTX/(P:#T?%&ATUE0["R.UGP/_9;I9XM-U>[ X-V1$>- MZ.A"BXP;I?%%Y=63&Q_,Y:A1#L/ZC3)I"IR !=[(PMBONP4'XDP5G^R_"Z!M MG'@V)6]A0-R"';ZL4(Q#@ M]")(N?23YCL2U^\^[,&"!V_B$\\## ,A"%5. W0)%-*MS6,%CT(\@OY%9V$+ M>]K@\:7&\6# ,!G"T.5$3MOG,*[?/L1CAB2!$ST/9,1SA^"W,"AIK1\P* )! MYE0@BX(AW>H\>@B\T]0#)5"G'CT$7D).NY%X3I"0#:0?8^3T]@&&=,ORM"'# M-W&'1P2!$1&$+Z<4'=X-% 8#4'8HH<'F(-F M#T-Z=W/JN4+A5<:YXUQPI1XV*7S:.6V9U+,AA=D0!J[T]#D'#.D6Y[&2AIQR MZ-G@2CUG4OCL$VC-M/4D!$9#(+BW'N>5SU+OF%J+0J.,KVQ. M;\J%A\Y!X_A]02P,$ M% @ \#AH4L9),M5- P .PP !D !X;"]W;W)K&ULO5==;YLP%/TK%NK#)C4%0SZK)%*3;MJD5JK6CST[[[*DXA(^I, MK(&;+TLA,Z+-4JY\M99 $I>4,3\,@KZ?$]IXWOM!5JNV&/QVOR0IN0=^O;Z19^25*0C/@B@J.)"PGW@4^G^.1 M37 1#Q1VJO:.;"L+(;[;Q>=DX@66$3"(M84@YK&%.3!FD0R/'P6H5]:TB?7W M9_2/KGG3S((HF OVE28ZG7A##R6P)!NFOXC=)R@:ZEF\6##E?M&NB T\%&^4 M%EF1;!ADE.=/\E@(44O _8:$L$@(]Q.Z#0E1D1"Y1G-FKJU+HLET+,4.21MM MT.R+T\9EFVXHM\=XJZ7Y2DV>GGXD5*('PC: KH&HC01S1EJA#KJ"+3 4H2M* M%I1134&A=Y>@"67JO?E^?WN)WIV\1R>(0O 3P33ME3^%S3[.P%?$2XC,4X5,4!F%PA-#\U>EXU$(G M*B6.'%ZW 6\N^!:D(@L&Z#./6Q"[)6+7(49-B"GA*["ZUXY/+ ^.[.F\I5BO M+-9KI>]*;%T)DGPS-])=D&.RYC@]AV/M8SOM!4;_[9'B_;)XO[7X1;(E7!L_ MN8,VX08EW.#?"S3$M'C08?WL#>H!0R%[L(>J%V M- B/RXW#BFG8RO2&/#6=[ZQ(K9?LA*/N/K$C4;@['#0PJ^P'M_M/J:'QUU;U MHH/ZP3[%PY"ZP"\)5FZ&NV^]J^@G>KUMXLK*<.\_W-[*O'"[>[W: 68%4*OV MAR&=[JC?('[EB'CP!^*_TG=QY85X^!^4K]P/M]O?&Y0?'7A&)^Q'^^(?1N'^ M<$][OS:&92!7;CI5*!8;KO/II=PM)^ +-_?M[<_L9.S&NPHF'ZNOB30^J!"# MI8$,S@:&DPNAS>CH7E,SW8.T >;[4@C]O+ %RO\+TU]02P,$ M% @ \#AH4@%0*-JY P %0X !D !X;"]W;W)K&ULM5?;;MLX$/T50NA#"Z21*-\+VT!MM]@"21LTZ?:AV =&&MM$)=)+ M4G$"].-W2"F2[;%UFSIRY\(@<;Z7ZJ=< ACSFF="38&W,YET8ZF0- M.=.7<@,"WRRERIG!6[4*]48!2YU3GH5Q%/7#G'$13,?NV8V:CF5A,B[@1A%= MY#E33S/(Y'82T.#YP5>^6AO[()R.-VP%MV"^;6X4WH4U2LIS$)I+010L)\%[ M^FX11];!6?S-8:MWKHE-Y5[*G_;F4SH)(LL(,DB,A6#X]P!SR#*+A#S^K4"# M.J9UW+U^1O_HDL=D[IF&N(C/M?LFV MM!UT Y(4VLB\/.,250WSH0(\X="J'SKD.WFSX7M^ZU1^):CGYG.99YS@XTTFC"1DKD4 MAHL5B(2#)F_)%6!1-?G,E&*V0^3U @SCF7Y#7A$NR-U:%AH=]3@T2,>"ADD5 M>E:&CH^$IC&YQFAK33Z(%-)]@!#SJ).)GY.9Q5[$!227I$,O2!S%T;?;!7G] MZDUF$V@A-S\;BHXJJ!:4Q?DHPU:4O3P[==,Z#K9S!/8*M :X*)MS01:@$\4W M;AW]N$);\LE KO_Q1.K6D;HN4O=H)(Q X!%EIK6*L]*]Y]RMQCQ,::<7C<;A MPVZM6ZSBT;!;6^UQZ]7<>EYNGXO\'A212Y*50\KN<1"E@)3\(L?:/BLQ^[M4 MCO#HUSSZY]>(H!035&6[6L2J8M;&H]]:N.B@<&U6T:'5HL4J&NU8[:4UJ-,: M>-.Z4PS5W0W5G20?\DTFGP#('*5"\027;@J99\*&=9CA"\_RJ(XT.J-/"K11 M16(*9?M3=:VU0Z/?)B7N=HY5E4:-X$9>&E_,&J=62/%605*H71JM&AK]UMP> M/7_D@HD$RH6%'R <4)81 RIO M_P+YT2AY J9\Q!JAI'ZEW".F<PE: ?]33!1BVI7RZ_'(C2^13] MN*[>C/W@^ MPS-/>4)I8,H#TS53*RXTIK!$R.AR@(M(E6>0\L;(C=N5WTN#>WQWN<9S&RAK M@.^74IKG&QN@/@E._P-02P,$% @ \#AH4D#O8MVG @ 50< !D !X M;"]W;W)K&ULG57+;MLP$/P50N@A =KH85EU ME M;#5H#D&#N&D/10^TM+:(4*1*4G'Z]UU2LNKXA2 7FX^9V5DNM4S74CWI$L"0 MEXH+/?9*8^HKW]=Y"175%[(&@3M+J2IJ<*I6OJX5T,*1*NY'09#X%67"FZ1N M[5Y-4MD8S@3<*Z*;JJ+J[Q2X7(^]T-LL/+!5:>R"/TEKNH(YF,?Z7N',[U4* M5H'03 JB8#GVKL.K++%X!_C!8*VWQL1FLI#RR4YNB[$76$/ (3=6@>+?,\R MR",%+&G#S8-L.VS@D;S11E8=&1U43+3_]*4[ARU"F!PA1!TAVB7$1PB#CC!X*R'N M"+$[F385=PX9-722*KDFRJ)1S0[<83HVIL^$+?O<*-QER#.3F:PJ9K".1A,J M"C*3PC"Q I$ST.03F3=US<'N4TYF5)?D!F\*N17MC;.E.\O 4,;U.<(?YQDY M^W!./A FR/=2-AI%=>H;M&H#^GEG:]K:BH[8"B-RATY*3;Z( HK7 C[FV"<: M;1*=1B<5,\@OR"#\2*(@"@X8FKV9'EX>H&=OIX].9#/HRS9P>H-WE2UC.N=2 M-PK(K^N%-@J_KM\GHL9]U-A%C8]$_5:#HC8.R>U-6.)-T 0O I']!@?\" \6 MO)4>.FG;C)XG\640IO[S=A'V0]?#][E>,D%%#B<\M\+)EIW1 M:,?Q/B0X;#?I[28G[=XX5^^RF^R=7A@.XQW#^Z#@-2([A6A3\K<:3@5JY1JW M)KELA&D_R7ZU?QNN74O<69_BF]&V^/\R[8-S1]6*"8W9+E$RN/B,?E3;Q-N) MD;5K:PMIL$FZ88GO'B@+P/VEE&8SL0'ZEW3R#U!+ P04 " #P.&A2DBW2 M":@" F!P &0 'AL+W=OU%*[7- Y#0*B 56+5)JU;U87OM)A=B-;8SVY1NGWYG)V04 MO>$)]] M][_?7<@Y74OUHDL 0]YX)?3$*XVIKWQ?9R5PJB]D#0)/"JDX-6BJI:]K!31W M0;SRHR"(?4Z9\*:IV[M3TU2N3,4$W"FB5YQ3]7,&E5Q/O-#;;-RS96GLAC]- M:[J$!S!/]9U"R^]419RA=K?,XG M7F"!H(+,6 6*CU>80U59(<3XT6IZ74H;N+W>J-^XVK&69ZIA+JOO+#?EQ!M[ M)(>"KBIS+]>?H*UG9/4R66GW2]:M;^"1;*6-Y&TP$G FFB=]:_NP%1#&!P*B M-B#:#1@>"!BT 0-7:$/FREI00Z>IDFNBK#>JV87KC8O&:IBP;_'!*#QE&&>F M<\DY,_A:C"94Y&0NA6%B"2)CH,DYVKR6PAW+@GP![!CN:31/%F HJ_0I>CT] M+,C)AU/R@3!!'DNYTJBE4]\@H'ET=P!EV[!TYO<+C=_>T\HCWLM(=. M>WA ^X8)*C(@E54](Y1+9=@OZKX63*;L'_I<%N,G>:PL' MHV 7K\>K!\_?&CDWVPW[:S?C=O9G> DT,_N/3'.#W%*U M9$)C405*!A<),JEF*C>&D;4;;,_2X)ATRQ(O,E#6 <\+*XW/]<:Z9[83\H;8 &OW,&5=S;ZMU\='W5;J% MG*@[40 W/6LANY]R?^ MN,21!;B(?RCL5.L9V52>A?AA&Y^RN1=81< @U9:"F+\76 )CELGH^*\F]9HQ M+;#]_,;^Z)(WR3P3!4O!_J69WLZ]Q$,9K$G)]%>Q^POJA)S 5##E?M&NC@T\ ME)9*B[P&&P4YY=4_^5E/1 L01CV L :$1P \Z0&,:L#()5HI 5FZ#?>+5+K*KC;5I3* M$*N9KXU<.ZB?UM+N*VEAC[0'2._0"-^@, B##OCR;#B>'L)],TG-3(7-3(6. M;]3#]Z4 2>SZA=(?F5JQO2P6(* 7Z!G'075-5$46. MR![-ET6,QS/_I3T?IS$XBI.@B3K0.&XTC@HCT:3/;/J(4?),&=6O M76HKRKBE))K@Y$CN:5 *S)71#\T97UQ;"#5*=-JM-!NWNDW'G] MNV:'@WVI"7Z7W=5,!]LW",;1T2;O".NQ.]PJB/@LPUO7$W#&B:P9V]8P&B?' M)[(CJD_LOB;A\$R_NT1N>.J\>!(?RSV-ZI.[KW=XN.!5;G>)U-.:-HWCX\+7 M$=4G=5_V\'#=>VR+_$U&]\Z086U8T]JP$$Y01EX'#]^^,.+AROAN/A<8USM# MC?LLR&_=4^U'PM]$;BA71M/:$ 5W$\,KJWMWU="B<%?79Z'-1=@];LVW"D@; M8/K70NBWAKT--U\_BU]02P,$% @ \#AH4N+>BUY> P $ T !D !X M;"]W;W)K&ULK9=;;]HP%(#_BA7U89.V)L>Y0"I MVJBJ35JU:MWEV04#7A.;V4YI__UL)TW8XE#$]@)QXG.^XT/RX4QV0MZK#:4: M/98%5]-@H_7V(@S58D-+HL[%EG)S925D2;09RG6HMI*2I0LJBQ!'41:6A/%@ M-G'G;N1L(BI=,$YO)%)561+Y])X68C<-('@^\86M-]J>"&>3+5G36ZJ_;6^D M&85MEB4K*5=,<"3I:AJ\@XLY=@%NQG=&=VKO&-FEW EQ;P;;/; ]<9%F]4P;G_&6RW-56;B]&PNRI)I M\[MHA0A?HKG@FO$UY0M&%7J+KBI=28JN&6=E5:)/U+0,W9"G.N+5)=6$%>JU MF?GM]A*].GN-SA#CZ.M&5,KD4Y-0FRHM*UPT%;VO*\(#%5W2Q3F*X0W"$8X\ MX?.CPR'_,SPTO6D;A-L&894LEL2VIUZX.=^0 ,&Z!L0,F T"S;/!U MK8Y*791].!]F63P:3<('#RMI61XF?E;:L]"56[&.E/1;D M:>IG92TK>XF5^%A9GP59YF>-6M;H)5;J8XUZK"S&?M2X18T/HKYNJ%'U2E/I M XY[0)S%?F#> O/#0*%)8;7C;O7"W>I;[ZU>EY#W^YM /G"30M0Y*CI8QB>J MU 4R?U/*@-$#*2J*R/*GL:.MQ*N8J%?)6\!Y/E#)GBWAB(:(U@EU2PI&[EC! M]).W%.@W!8_S<5M*8S7H/=^0)]E0[SI]P6%_73%.^(+^J[V@TQ>98E?WG,,^OOGH5[VU7[KG!-Y)IQ96I8F9CH?&2"9;W]K@=: M;-T.]DYHLQ]VAQOSRD*EG6"NKX30SP.[*6Y?@F:_ 5!+ P04 " #P.&A2 M,CRXEI4$ "V$P &0 'AL+W=O>=I3&K,\_3T1($TT=R!2F^ MF4LEF,%;M?#T2@&+-3W^YY@/.V,AOFS.S4:RLPD/(4[170F!%//8TCD M^KP3=%X>W//%TM@'WFBX8@MX /-U=:?PSJM08BX@U5RF1,'\O',1G%W24VN0 MC_B#PUHWKHD-92;E#WMS%9]W?,L($HB,A6#X]P@32!*+A#S^*D$[E4]KV+Q^ M0?\M#QZ#F3$-$YE\X[%9GG<&'1+#G&6)N9?KWZ$,*+1XD4QT_DO6Y5B_0Z), M&RE*8V0@>%K\LZY-G/K3%?/+6%\F 4ON5H9T83*00W./-&$Y;&9")3 MP],%I!$'33Z12[%*Y#, &4,*2<3!3$W'1S\\\R_725 M1E( N8>$&8C)%_:$2!^F8!A/],>A9Y"V=>Y%)<5Q09%NH1A00O_(]W]U4 TK MJN$[J#:90L(7?)8 #A HZIK9 6W,W0[#'<3[%?'^?L1?\4TXSFD;J0(LS,%L MJWD<]7W?'WJ/+11.*@HG_X+"(VBK-S9U7,9M7-RH(7D&IK0C18.*W^ =X/O-3!4:TC*.MHR;;HX+^J_'O8KLM(KLU!T9IECD6JQ9@EILV!-. M/9OQA)OG+N%IE&2Q#9BGJ.DX(5W;:;C(1)L(G6Z0I* .#7GU\@=N8?ZIU3M22VI):[UIB [?&7K_-)L&]BS:XN9)+:SFB;CFZ ML1V4/!A8D=O459RT%B-Z(#&BM1C1@Z]#QSM<8'IW+.AHK5[T_UZ+CG=X[.WB M7LL:=B#UHK5ZT?>L$/+G3L56BL&ULS5MM<^*V%OXK&J:=NSNS"Y8E&=-),I/-2S?-9I>&F_9#IQ\4 M6X!G_4)E0Y).?WPE8R.#9=DPP[WLAPT8/?(Y.D?/]=PI\F#I: ?,1O 7M)*Z^!=.4Y2;[+-W?^><^2 M%K&0>9F<@HH_*W;%PE#.).SXJYBTM[FG!%9?E[/?YLX+9YYIRJZ2\/? S^;G M/;<'?#:ERS![3%X^L\(A(N?SDC#-_P 6 +=XP[+ MP,/.D8=EZ&'GV,,R^#"/_F"]>_.M?TTS>G'&DQ? Y7@QGWR1\T>.%SL^B"75 M33(N/@T$+KN89(GW?9Z$/N/I?\#-7\L@>P,?P5?*.94D!-Y=LXP&8?I>7'V: M7(-W/[P'/X !2.>4LQ0$,7B*@RS]("Z*U_^=)\N4QGYZ-LB$=?(> Z^PY-/: M$KO!DE^6<1] ^ '8EFUIX%=F^.6"EW XTL"OS?!;]BS@J!%^8X9_\[(^L$"">,9$^5=!I[?0'70->_J M EK%O[/!2F,;WMB&C;9=5>SY4$I!9[ON<O-V&;GE =EX0/;W($C3 M9;OUI&;3T+(=;#MDQ_CZ0,8VL4=S 9;ARR;7FE"(?[67[(GBCNT;8I M6H=M^Z#T$]I&'W[/3Q6$"W3%.)TQ,*5!Z40R+;0K64A-3<%,:&I6I%%'[]9W M=ZMBAOHNWO5.,\SNR[JT.NQ!,\SI.PU+H!0;FB7[.E@%/HM]\!:PT-=Z89Y M!N)';1%[&.YA?]RVZZH@@.:*X.9UP3P9T3"8KI/VC8F@ZD-IGHJLH=IE.!3Y M< AR>RE490'-I<6M(>_9*^->(&I'[;JLYR6[]=INBM>'N8UT#U51 /&"K=2\A MN";/6Q8AC9M=N8=UN7='C9XHL8=FM<^/@8JNQJMV/^Q5OF9:4T:U/'3("#N[ MZ5H?AC&TR"XCUX=![.(&6;)546";BP+978*;:!$F;XR!W$\P7G)O+ENKL5AL M4^^H!-R&I]$]VI5^UJS'DZ+XF39VCZ(D$LF9,KYBZZR5M1T5F=A2)7TN[JQI MR[:#^J@9"$W%J:VDUN[>'T2"DSR';S\O&]KG!>"66MEEM MFD)SB)GW=KU'=DU6*AVSS3HF3X4.WCE*=FSG1':.TAG;K#/'SZU[6Z-(QMQ2 MFF2;-4D>QK5&1^F"/3J-Z"!%Z,A,Z,?CM2^HWMHAY+@6=K=Y[5?-0$@,X4-* M2)"Y$SQ^[ET7%FP=Z\"ZDS>:<3:ID_RM9AS1B,'/[>.VUTPI'6I1NDJ);4JQ MRLDK.I&L5Y*!S)+Q%'/F);,X3_"M"LU+TDQ',<6$6P75L+%41$H6D%D6:GU^ M85AN3%$"BT1=[F]PBQRM6S3@ +$!LKFI5T-*?9"YZ:FF#O@G?Y;01IY(Z0@: MGD@:*75 9G4X'GE.D.8@TB6&_:U$"'5H3E209*G9%B2LY 1;IQ$DK#0 FS7@ M>$'ZANL<7#X2:G@BI%@8FUGX^,KU#=?;"0P-*885XV-S.U%/L5%KBE4>EN$3 M23%%XMA,ILL>?QES#1%VG@OTLZ#=2E6RY?KUA(T1=[X1,@;*_+&_R_R MOL)U\D;$<259B#6U;2?=0-U,]YUF''[ M^;02)M+2YU2S/#\D-)^JMTP'K=8C;J(4BARF4 ?UPJ2N20B9'O$K22+=&X.< M*-I;8Z(D@YQ(DT"4T)#_X;D2J9\K0=L4ELI7+\SB\SAY,J:A$@)R(F='1,D& M,9\=[=^G%1-N':,[;N,J*[4@9K4X6I_66!DIGW6^9"K;3O*#YUS'Q: MKCY];5M]Q:+.B;"HHUC4,;/H?JMOG@LWK_Z@\J5M^:N2!\IG09R"D$W%5%9_ M*!B!KW^HL7Z3)8O\>]S/298E4?YRSJC/N!P@/I\F25:^D5\-W_Q&PO=V]R:W-H965TU\ M_?L90UC:@=/E)K&-G]?GO,;FC'>,KT4&(-$^IX686)F4Y:WCB"2#' N;E5"H M)TO&NQ1SX=LXVDI(!'CL0FSS$_S(&R MW<3RK./ $UEELAIPIN,2K^ 9Y*_RD:N>TZJD)(="$%8@#LN)-?-NXU$U7T_X M36 G3MJHRN25L775^9E.++<*""@DLE+ ZF\+"Z"T$E)AO#6:5KMD!9ZVC^H_ M=.XJEU^Z[L= 2T^C7NC#CS^/#XT9!.TNQ%HO:!'K[4= M-[;CUG9AD ];^5#+AWWADBU)H4C1@0!-N[;/S+NVZW[I,ODR+/YO[%W6@S;K M@5'GB8CU]9(#(%)(X" DXEC"]^HXD7R3=_E@5G1M/^KTP8QY=M2)Q6;,MP=& M'Z+6A^A"'_"^SP>SHMN3T,*,!;8[Z/3A'.89?;AI?;@QZMSM2_7148>,DB6@ M*U*@ V#>?9V9E08UV>7 I6!\ ?C.A6'KPM"H=$_4MX63!%.T911+0M7-;SP3 M9KTP^O^#6ZO!(H89M"UE_8=K2MX&:Z575V(_96IR\('S%>D M$(C"4DFZ]HVZRGA=:M4=R4I=?+PRJ4H9W+QF3QTZU0%OO3O\ M4$L#!!0 ( / X:%+1?IXX@04 )H8 9 >&PO=V]R:W-H965T.9A"+ NVMKQA:=-@^9>N(X>89)6.*$ M)!0 \N7O"U[$&T"*ZJ0O)@D='.S!8K$+^/*%LA]\2X@ KUF:\ZO%5HC=Q7+) MHRW),#?HCN3RER?*,BSD)]LL^8X1')>=LG2)3--=9CC)%ZO+LNV.K2[I7J1) M3NX8X/LLP^SMAJ3TY6H!%X>&+\EF*XJ&Y>IRAS?DGHB'W1V37\N&)4XRDO.$ MYH"1IZO%-;P(D5MT*!'?$O+".^^@D/)(Z8_BXU-\M3 +BTA*(E%08/EX)FN2 MI@63M.-G3;IHQBPZ=M\/[!]+\5+,(^9D3=/O22RV5PM_ 6+RA/>I^$)?_B:U M(*?@BVC*R[_@I<::"Q#MN:!9W5E:D"5Y]<2O]41T.B!GI .J.Z!A!W>D@U5W ML.:.8-<=[')F*BGE/(18X-4EHR^ %6C)5KR4DUGVEO*3O/#[O6#RUT3V$ZM[ M0:,?6YK&A/$_P.W/?2+>P =0-H-_=J5OK@O?%.WO0B)PDO)SB7BX#\&[LW-P M!I: ;S$C'"0Y>,@3P=]W&KYNZ9[C/):-9[WORZ60YA=&+*/:U)O*5#1B*D3@ M,\W%EH/;/"9QGV I=3?BT4'\#9ID#$ED N^!\A$IL:@]>SN,-!T#^=W]R?4 M6(TKK9+/&N&KO,4GF.R&R2Z9[&DF(/<)+J2SDGSS'CR239+G\E7&68KSB(!W MTI^5I\]UWJS&<,LQBNWG>>5X@9RGY^X,JR 7N6X?%*H@+W!:IIY&I]'H3&K\ MB^%@UNH\&=U'#[2EB4\.,J7&7P#]#U MK8$.'=TE[+@H3S7$07"@20.R MW,$B##4@UW3UBOQ&D7]Z#)'R.3> ?,4LV[+00* *4J,L5$&]*.L)#!J!P2R! MSX07<20E%HZ3Z5Q^"%HVZT0%FF#QS($H%>28P7!7T( <9V0=0K/-A^8L6:2* M+?R8$FVJ,M5X1OY0APX5F(,U&FI0%O+\$26=S XG\\'WLN:1WKA^)DS6<."P M7?S^&W3-/^]8$I&)9 %1.Q#Z5>DBIFF*&0<[PJJ5KUWX]7A^=Y&XAC/<=W4P M9,#AAJ6#F88'1^:W3;?0FIU!9NJJ" M_MYZ&AK)IZ7 H,+QA!-2X7C Y([+: MW ^GDW\_JM/9E MMY4#G"X=9N2A4V1[6F_[BFP-#CH&&F9>+0X:_DCU"MOR LZK+SIYZA29OKHG MVH8B4H-"W95::]3 >D'=E]@6&# X+8%](<5-1K&>U_(@R' D]C@%7PG+2NEO M1 H_GSH7ME4 FE<%=&))-XU'6-S*)!" K#JX0AO$^$UW]EW_.JIP)I7;4/D: MJO[$M44'@O]'57B$U:]-1@>3=1;7\SC-=!#O')B0.SZ/\ZBL9A[-H_/8UE1H M7DUUI P]PN+4)MJ-VHD%.$UEUU00-G+1^,S-X_(:LX[/7%N6H>EKD.O-AI$- M%@1\DGM$DO,D M]PNI^J=5%;':&3KT:T?JE8G.Z6Z%O^\%9@K M170LB%S5":8/T3 =:G >LI&B1H4AQW*'Q>NR!%6U^0M375K_QDS>0CC("5/DE+6S](F5EV$5Q^"[LJKX4&PO=V]R:W-H965T\(VLB'@_W3-Z9%4L4IR3C,TQ.O'$-E)0G M2I_5S=_1;&(ICTA"-D)18/GS0NY(DB@FZ U0:H+:!TV-@EP;V6 .G-'#&&KBE02[=++3G@5MB@>=31D^ M*;1D4Q=Y]'-K&:\X4XFR%DP^C:6=F*\%W3SO:1(1QC^!U<]C+'Z!:_! N&#Q M1I (Y CPF,4"+-1;58#+)1$X3OB5A#ZNE^#RX@I< !/P/6:$@SC+\?QS8^#? M/3URG$5R\.+L?FH*J4-Y8VY*GV\+GU&/SQ"!;S03>PY6642BN!E1[U:3> M!U7+[(]HDF#&P4'.Q#4S%3$HB(-&#)!GJ'>L"X)?^>,/!F&QVS&R.Y<\(#.H M:(,/R=3I*1CD%A-7,X.//#^G$H.Z%5ET+KSR8^;%19..CC+=G% M619G.]G5$IQMR&#NEV3-Y+"@;UBH1UK=VN [O:TJ4..UA1IMMN&TI6E@T#&0TY:FP86& MT_/24-ULD36V8(V65E*>2W,-V.Z,6IPETZZE38<;T%9W>S3<[64-^XV%5Y(V MMT?(;RN#8Q;G4@,[7YSGPNJVC]"?W#NBNA&CX4;\#\VNU:Y1IH/\)@3T*+C M>2?01LKN;B0#VV\7GSL=#J+ Z>1!%^=:OMOJ\"L=G66Y[&PO=V]R:W-H965T'#R3DLI2J>_ER[OT;!24B""'Q)8N!/Z[A@O(\](3XOC1.!VU M,4O#P^<[[V\K\DAF*0QV@0#ACPQH _UB!L#,(J,S65 M*@\+8<5\IM6>Z'(T>BL?JF16UD@_D^6\7UF-OV9H9^?O9*(*(%_$#1CR&_DH MM!;E3)#G"[ BR\T+_/KU:D&>/WM!GI%,DB\;M3-"IF8VM@B@=#-.FF#G=3 V M$(PR\D%)NS'DC4PAO>]@C,A;^.P._CGS>EQ 0!>/-J>G/>:+ MQYM//6QX.QF\\L<'_'W:0IE]N2;OE3'D B?C%I?V7NC4D#_?XVCRSD)A_O+$ M"MM8814K'(CU3>0[42^]'!>_D D0?,$E UI#2JRX(<(8L+WS7/N.*M^EM%S/ MHXA'\6Q\?9C\[JAP&D;T_JA%=Q3'R0S:4??H12V]R$L/ZQIET$!9L=<]5#4D M2F,-(D!$]@%=3[8YB43!$8M*2F'A)8'UY220;H=?E M7"D"/W:9O>W#/^DBF[(._NZH23P$/V[AQU[X7V69Y;7,_FGJ:0D25EE_1<7= M-$]H] !EW"D5%D3\03UU!]%31ONI3%LJ4R^5S[#:R90DN<@*@\63"UOG?:LS MIH()R+0TPC6(<[X$- &" M:Q2*)6C7S$OE!YN+PD4EELZ99_8Y=5J<3- M-M.5BO3"Y%VIB(-P$*?;:JA_KVE*EOQ+WK0 ,']V#R#+G9NC!*?EP\179T[Z M:73\JG8:3?TB_?-)>/P$]*CPX"9"G0Q3OP[_)/U\TJ2?Q[Z$.*FDT^.GWZDA M]K'URFS*DL"QZ9_TNM5EF2@;2^WM<)*J-'SS1SJLE^737[TLFZ MJG>O<;H/PXD>\XL>'O?P,"=]E)PPL?#X"72ZQ'ZE)[WK1'M3V&TK)Z>#*722 MQ?R2U:00"_(UGC"Q-#-L@?$(6 /ZM,(:!1]CISPL/GY^G? P?Y/VOPNTVYVQ M0;EE3I&87Y&N+'8/OM.@$PY^_/:,.S7A3]N>\6Y[QA@=+$_NA(;[A>:)VQK> MTWW%?!#FP6'=+T35//^TIPD#W^0XI>+'5RKNE(K[E>H)-]4FTKWC6!QV3T'C M@SNL O!86]X%8EBUD[:^#VJ_MO>-KZM;M@??S^FKB_K6T+FI+S$_X&DYDX;D ML$*7P4F,H'1]+UB_6+6M;LJ6REI55(\;$+AYEP/P]Y52]NZE#-#>SL[_ U!+ M P04 " #P.&A2L&?S%.@# "(#P &0 'AL+W=OT\NA]SQ7L@?:@.@T7.1XRP]/3.YZ* M#WY!D4 MND8+LU":I2CA&3+"&MDXFHMB*SAPK9!8H88Q ]-T@.ZE>&)5$Y@E.HIVM0"= ML%Q]-'$?'Q;HZL-'] $QCKYOQ$Z9 ]38U::$,A$W;=*=U>F2,^EB@KX*KC<* M_#51#V\=) MJWCT?Q^G>6I<,[X&GKZ@O[\8'+K34*A_!D[QVU/\ZA3_S"F/G&G(T(-.-%@? M8DT?5?32>9ZFUQC3(#(*/1UJ:\-YHSC Q[B%!4O5@$O7JMN!B2DC0*]L" M(SX.?7O905MV,%CVG9()Y -M$+:!P@LV6]2>$@VFV[B03>[H1!]"L-_3V@(* MXWZ#G8(H#JA=Y[A-/'[+K^2ST243Q8 2V.O,VKN@XOC@3P&_5_.&>2C5B/8: M=VX%A6%/= N*!K%G5QV3+GDRF/SOH#<@\],_F.-XG:7B2WHJ[DP5#[OJD.C^ MJ5(T[KN*!77M!Z.^ZI98A([.J-YY*1XVTUOSKB*3G"5#6G06A8-+:MXY& [? MK7EXHA,.#CRAT?P4%>*^CUM 012<4;SS13QLC+^">>_E+T,Z=%:%XPOJ33H# M(]Y[]6Z81T;M]^6V@&@TZEG^PA8J]LX8"^E4N[,N M0M\M-SUYIQIY85_N4Y ?D+[:IR!"^V*[!R-* 7)=C7H*I6+'=?VRWNZVX^1M M-43U]F=FS*R'PBY,/:-^3>2:<85R6)F0WDUH,I+UV%&PO=V]R:W-H965T@.Q\YXWY_%73F9[QG^+ M#2$2O-05%7-O(^7VVO=%OB$U%F.V)53=63%>8ZF:?.V++2>X,$%UY:,@2/P: ME]1;S$S?/5_,V$Y6)27W'(A=76/^]X94;#_WH/?:\:-<;Z3N\!>S+5Z3)9&/ MVWNN6G[G4I0UH:)D%'"RFGN?X74&0QU@%#]+LA='UT"C/#'V6S>^%W,OT!F1 MBN126V#U]TQN255I)Y7'G];4ZYZI X^O7]V_&G@%\X0%N675K[*0F[F7>J @ M*[RKY ^V_T9:H%C[Y:P2YA?L6VW@@7PG)*O;8)5!7=+F'[^T W$4 ).! -0& MH'Y -! 0M@'AI0%1&Q"9D6E0S#AD6.+%C+,]X%JMW/2%&4P3K?!+JN=]*;FZ M6ZHXN?A.7AZ=G:,)NID+C%P[XW>XX M)U2J4383(?5$7)_QC3K?R/A&_^'["3R.EV/PE12$X\HUEXUG;#SUV?*\&,4I MG/G/Q^/K$$4Q.A5E#A&)+,ER<0-E'1 R3N U-&G#C;J DFL%% 4I#T46Q1%,.[!V*(P&)J?28G9C9F1%%$=Q\T0C5 Z0';T*H7O(3NS25O#DUTZ07TB6S2"49+VF6P9C :0T $) M7;!/"Q>8DP?9QV<:]'ELT0BB8-+G<8?E7 UX6M3"@N0LQV53<73]7;E]F=39/;Z;W09;DK#@TU3 MP]]AOBZI !59*K^BC'YVM / MZ#Y.%O\ 4$L#!!0 ( / X:%*00>RX( 0 *<0 9 >&PO=V]R:W-H M965T<'(>_5CG.-'HJ\ M5(O13NO]>\]3Z8X73&&QYR5\V0A9, U-N?747G*VKD%%[E'?GWH%R\K1<[]F6WW']Q_Y&0LOK M6-99P4N5B1))OEF,+LC[A(0&4(_XFO&#.GM'QI25$/>F<;U>C'RS(I[S5!L* M!H]O_(KGN6&"=?S3DHZZ.0WP_/W(_JDV'HQ9,<6O1/YGMM:[Q2@:H37?L"K7 MM^+P"V\-FAB^5.2J_D6'=JP_0FFEM"A:,*R@R,KFR1Y:(5VFHN#H"WO@"KU#=W"NUE7.D=B@6YZ*,LWRC)D=4J;K$U]SR7)TIYFNM)#? M#1#=,LV1%NCC9L/K;40GUN;C..&:9;GZ:>YI6+29VDO;!5XV"Z0]"R04?1:E MWBGTL5SS]6,"#ZSM3*9'DR^IDS'A*48!>8NH3WW+@JY>#">Q!9Z\'!XYK FZ M#0QJOF!P U&2J307JI(<_76Q4EJ"4_WMF"+LI@CK*<*>*8Z[KKI=E["IMJUT M\U""??^U3?'_B$M^'/=(@$DGP,1)9(X[G'#C(V]1"<$87&'3BK+B)=]DVJ:& MFS3$$;6*X891'$^L6KAA 0Z<4DP[*:9.GM]$^0[1#TX#0E=[7,7F-X(B:<74@L2GEGG-,,"6O;;'CR@TD/1(G;EB( M9X%+JUFGUYDALVIIC& M5BF3 > ,Q\^ CU2).E6B_^D$_:YW7-JD<4_@8Q):I7'#QCX.9G9I!H$T:/+CQXP#'S_:FL7X("<%C:C=_&!F$;OO/LC/BY/K*\HHU"7(.*3HK4^N] M.\ R#GPA*"#ES!]ML$"(N"[C M ?X8QT]C?JN/&S?%)+)>,<,XYWU,3OD?"9Q,O5%R !>84VJUV(T#]^YU##>2 M8C]VVGQ*2(D[L_LB-%RL>RF^97W7YP"#"5*3'H\80 ;8MR.38>2T)S!Z9Q5< MP>6VKH1-Z*]*W50V76]7;5_4->:3_DM3A=>5X8FF*>$_,[G-H(S+^08H?3R# MA%$V57'3T&)?UXDKH:'JK%]WG$&6:P; ]XT0^M@P$W3_32S_!5!+ P04 M" #P.&A2T$0Y[LX_'H_W)[TX"/E3;1G3Z&575NIFMM5Z?^UY*M^R'5578L\J M>+,1\8O<2J7JWH_+U M,RO%X6:&9V\/OO.GK38/O.5B3Y_8 ],_]O<2[KPN2L%WK%)<5$BRS MD<:AL?B+LX,ZN49F*&LA?IJ;N^)FYALB5K)[I^_=/4AXEW7299TT\8+1>&WJ-*2.-BF]G@@;=&&#)FPX$O8;] GH M"))J7CVA4BB%ETD:1WCA/9]FU[8*LY $G=4[ MW+###2=Q8>'"LJR:^KF%;'#M CS&B$]^&A-"!GRVD>]FBSJV:)+M3\F?> 75 M?Z=4S="*JUS4E1,PL@'C, X'A+95!,7DAHP[R'@2\J[23#+EI(IMJBR-!U"V M49I$;J:D8TJF$]?7'X-^C,JV,;RZ(!,[*3CR!Y"V41#XL9LR[2C323.= M"NWI*UU#OS,-C>:YK&%1LA=05<636M,AG/OLB+)2-_!)Z*'IZ>_A/T.K7*&H#6B0M1KO:E+4P!-53AYL462 M1<-%[C *<39"VXL%)I.TCT)#(RILS7!R$E>_3()DB&K;)20F(^L*]Q*$IS7H M*P/5>:9E38_[NK=,.UD#BV$>14%DL3KLPC0C\'4?9;]:FMAVXUR$\+43W MTFP[]&O31MFOFN_A:."4)6Q+SAS[?I@.\^"PBX-X1#!QKTYX6IY^$Z(X\+)\ MUY\:[%Q41K: &S$JJSDZW9TC2/2&9U!8=9$ 9C5=EK&)X6 ML5M1/4/63;]%WX2&IFLV*Z,%:*O2/,PPMC+OL,/8C\9*L!

IQ 1-;LN9QG"5#8I<= M"8)HI"Q(+VYD6MS,*< A%NCB!/S228[M7;X_W-LXC%(RK WOY$!J_C[X@TK8 M32N8^ UX^5<)N,OCB?QXH\6^.:.NA883;W.Y913.G\8 WF\$U'=[8XZ]W?\B MR_\ 4$L#!!0 ( / X:%+A+ZHB/ , !H) 9 >&PO=V]R:W-H965T MS+8"75JUX"&++.N-!#;VE,?NW[ M.EE"1O65S$'@RERJC!H+?&]P"YU8(,7Y7FEZ] MI77HGDVOV2564; M>"0IM)%9Y8P$&1/E/UU7>=AR"#M''*+*(=IW:!UQB"N'V 5:DKFP)M30T4#) M%5'6&M7L@\N-\\9HF+!O\Z!DTNR1-625IP(').7H2" M1"X$^P.I-2!C$#!G1I.S"1C*N#Y'CY>G"3G[=$X^$2;(\U(6FHI4#WR#<'8+ M/ZE QB5(= 0DC,B#%&:IR9U((=T5\#&J.K1H$]HX.JDX@>2*Q.$%B8(H. !T M^V'WL'\")ZXS'3N]^(C>%),I$L89=?5[*L$7Y&Z=\")E8D%N,ED(S/DC*,RY ML%-&XCK%8JCS5M[[]H-1C# 5N4.<38:Q(T<]HT M.E(._9JQ_X%R*(X>1#R & 9D,U!X61WB[C=.5]P)VWO<3:.=4.6U7,_6#?[&];6]^3$V_K)/_Y,IOQH>J%HP+'(.-C!GJQ)M MP$]':[J"!\#'];TR.[]3*5@%0C,IB(+EV)N$MUG/XAW@!X.-WED3ZV0AY9/= M?"W&7F + @XY6@5J'L\P \ZMD"GC3ZOI=2DM<7>]5?_LO!LO"ZIA)OE/5F Y M]FX\4L"2UASGIG/0J.H<:\7$BLRD1DT^DF]4*6H/A%QF@)1Q?66BCP\9N;RX(A>$ M"?*]E+6FHM C'TT=5LW/VYS3)F?T1LXP(G=28*G))U% L2_@&P.=BVCK8AJ] MJYA!?DWB\ .)@B@X4=#L;'HX/$'/SJ??O.,F[LXD=GKQ66=B>DSFP"E"02;V MEC!DH,FOR<*@S+7Y_4[&I,N8N(S)61GSDJH5G#S81J;G9.Q$>4ZC86);_KS; M[1.H((GW0=DQ*$GZ-QUHST>O\]'[#Q^D=IQ_$T8&18U <)@<^ MCC'#P># AK]S02LPS;6#3I-;]4DK<;FR"[LN3_@50 M2P,$% @ \#AH4IQ9^A+< @ S0< !D !X;"]W;W)K&ULC951;]HP$,>_RBG:0RNU34B T J0"NVT2:U4P;H]3'LPR4&L M.C:S'2C??K83LA0"Z@O8SMW_?G=Q[H9;(=]4AJCA/6=8$%0H:)M@K$_&UPBHQ9(8/QM]+TZI#6L;G> MJW]UN9M<%D3A5+!?--79R!MXD.*2%$S/Q/8;5OGTK%XBF'*_L*UL P^20FF1 M5\Z&(*>\_"?O51T:#IW^"8>P<@@/';HG'*+*(7*)EF0NK0>BR7@HQ1:DM39J M=N%JX[Q--I3;MSC7TCREQD^/9ZBT+!)=2,I7,!5**[A^HF1!&=4[,-<$#DPR M(E>HX.(!-:%,7<(UO,X?X.++)7P!RN%')@I%>*J&OC: -HR?5#"3$B8\ =,) MX5EPG2EXY"FF'P5\DUF=7KA/;Q*>57S Y :BSA6$01BT $T_[=ZY/8,3U=6. MG%[TJ6J;'>X06FK">9.@S!%E$"4$@DE&M/3 MM/T6VMO@@/;8* RZ43MP7 /'9X&G1&6P)CO3:MO)XJ.@U[TXZ!^@M5B%3:L/ M;(.:;?"YB_EH:[D\>1T'1U>M&T?A >&Q4?/.EGQ^HS/F:!J7'1C*O+6"Z[*+ MU*?U3+IWK?C@?&)F53E:_LN4@^[9]$/*%3!<&LG@)C9$LAP>Y4:+M>N_"Z%- M-W?+S,Q;E-; /%\*H?<;&Z">X.-_4$L#!!0 ( / X:%*Z@S479@, +,- M 9 >&PO=V]R:W-H965T M7\]V7/R4*8!"O_.,R;F3*K5YZ[HR3B$G\H)O@.DW*RYRHO12K%VY$4 2:Y1G MKN]Y8SP\[1Q1]>I,AON8K8A M:[@'];"Y%7KEUBP)S8%)RAD2L)H[E_CM$D?&P"*^4MC)O6=D4GGD_*=9?$SF MCF5\8Z@IRR\IO\K@JQ9X#' MSQCXE8'?-@B?,0@J@^!8@[ R"&UERE1L'99$D<5,\!T2!JW9S(,MIK76Z5-F M=+]70K^EVDXM[D J4<2J$)2MT3672J(WJ+6;$K$&B5XN01&:R5<:\7"_1"]? MO$(O$&7H2\H+25@B9Z[2,1EF-Z[\7Y7^_6?\8Q]]XDRE$KUC"22'!*Y.IL[( M?\KHRA]D7$)\@0+\&OF>[_4$='VT.8YZS)?'FT\'L@EJ?0++%QRM#]*%-@*! MV +Z?J/QZ*."7/X8\!;6WD+K+3S*6VQ^#7V2EB0C2V(:RW;A1Z$I]G:_SCTH M+PP.0%PTE:GB^JH,P0YS*'IO'BX M]7Y6*0B4_4?KPDU?Q*-SZ-+T2CP^B2[CKBY^.&KKTD5U=!F"'.;0=& \W(+O M80N"L!ALJ;A52;@[[ M'E3/:>_N3;,YZ,G3W JDCK!@JAP#Z]WZYG%IY^W6_I6YD=@IN:$IKS.?]$!+ MF=1_MY6F]"XF.B11WA#*A>(;.S,_%<5#?TQ9_ M 5!+ P04 " #P.&A2.&<\$D@" !D"P #0 'AL+W-T>6QE9A;T6QKVV!/CQ9SI+^^DF68SMI M/4(?MN0ENO=)U3@.!0UO^>Z0HFLA8[P9088=8/@)![0B+,)WA-&EHC8K(YRR MC8.G%D@DDPII<[ZF8&"1ZL6% ^?9HV]Y.!52-;5=!?>[;*?O!;:>%4@9ZP1. ML0/BL"1:@Q+WQFDF-^"K$&KMQ:8T"G-%-L'T"O<)S6"*+*5*075E KR%XI!! M9N4HFA=VU++T;%!KR8V14I)+01H-VXS6,+0),/9DOXN?V0[W.AN:A0BKZ8JK9JY(8 !1&*U":)D/DMR+E M9Z>YW6V;CF MZ0EJ_K?[G(, 1=A0M+G[Q[S+[U;<-I+_H;GY6]E7_*;(V?7Q:VR;Y[&+G)^" MR!,X[MG-46KTVM8XZ+\[W;=#D7WE1/C!OII87Q0M:\HT%:U7T#0%\:H)&WI- MEN;)N\-OYJ>0D9KI11>,<&__@)36_*:;]6@WHIW5V]_M\H)Y4[!_5\=_ %!+ M P04 " #P.&A2EXJ[', 3 @ "P %]R96QS+RYR96QSG9*Y;L,P M#$!_Q=">, ?0(8@S9?$6!/D!5J(/V!(%BD6=OZ_:I7&0"QEY/3P2W!YI0.TX MI+:+J1C]$%)I6M6X 4BV)8]ISI%"KM0L'C6'TD!$VV-#L%HL/D N&6:WO606 MIW.D5XA-/E M_G;@2=&A(E@6FD7)TZ(=I7\=Q_:0T^FO8R*T>EOH^7%H5 J.W&,EC'%BM/XU M@LD/['X 4$L#!!0 ( / X:%*4I[%1=P4 %TR / >&PO=V]R:V)O M;VLN>&ULQ9M=;]LV%(;_"N&;=1>9;7TF11V@398N@)L43===%HQ$VT0ET2.I MI.FO+R7'RU&KO-C-J:\24;+\B"+YG$/2K^Z-_7)KS!?QM:X:MYALO-^^G$Y= ML5&U='^8K6K"F96QM?3AT*ZG;FN5+-U&*5]7TV@VRZ:UU,WD]-7^7N_ME!X8 MKPJO31,*NX)/6MV[I_/=H;C33M_J2ON'Q:3_OU(34>M&U_J;*A>3V42XC;G_ MRUC]S31>5C>%-56UF,QW)SXIZW7Q4_%-!_E1WKJ^Q,O;#S* +";9+-QPI:WS M_17]_65@O%/AXMU1Z\V%KKRRY]*KM]:T6]VLN]N$IYB2Q^CK8?]W5XDO[?^I M1K-:Z4*=FZ*M5>-W]6A5U0$V;J.W;B(:6:O%Y,S<*=L]3_B"RW+W;#Y D9JR M+W4X82_+'H\3I7&FTF7X]E*\D95L"B7Z*G0$, * T<$ Q8OWDD#& #+^A9 W M'43W 2?,2EQO!Z\Z 9#) 2$_1P0R!9#IP2#/3+TED!F S X&>>--02!S )D? MKB:EVQ#(8P!YS MYKEQA];8K[\#>M$XWRCDAF\#\$)>A?LN3: * M73D,/=(J.G;/T. ]XR6[4>ON"G'9[#X>SE,TZ!5FL80@(527?^A?Y9__MGK; M?8#2(:G,F:WRUICR7E=53W<9PH]FW1&(U\X-S3='5IDS:^5U4=@V]-ZEEGTH MI=6N9US[36B)9Q03>67.+Y:[+EKK*O!&-=I8<14BQ!WK&57T')EESJR6UT5H MA4[WY90)B63.;)(+J:WX)*M6B7=*NM;N!FF*AQ0R9W=(76N_\T;_,D.D'H)F MU12A*5)(I) YLT,ZY7[9F*I4UOW6#S7^@;(A<\R9U7'9%*96XJ/\.JBO"$DC M8I;&4JUE)=Y)'U*A 1321<2LBP_*>=L6OK6A?85VYH;Y!TQ F%T!8Y1!W!PA M643,LL"8,<5$LHB89?%S,"5>A!2]4NYWBHA$$3&+8B2J&F5$XHB8Q3$>7HUB M(H%$S +!<9:@F$@A$;-"8* U[.+()A&S36"@-<",D6!B9L$\$]3L&R?%1,J) MV:>^0' C7E!,I)^863]CXS?&B<,PJ'E!,S*VWD782 M9NU@S!.*B;23,&MG+ ^5U[J:C :)<@Y";=S1B+@(W$EK97=DAK%1-9)F*TS MCGFA&QD<+BN*"===F/TSCKDTS?IH^4-M(@4ES IZ)J4X>EQUHYA(0( 4ES K"F'36($$*2I@5A#%I>)0B!:7,"L)Y)*W-%"DH MY5_T!WGD !-9*.5?^@>8@Y>.+)2RK](\K2N,JCQ%\DF9Y?-<,OXX7E),N.S/ M+)_G,?LN3C&1?-+#K-=T.E=WBD8<*9)/>LAU&W%$,9%\4F;Y0,SACA0DGY1] MV@UATN$R0_+)F.6#,>EPF2'Y9(><=AM,(61(/AF[?! FG4+(D'PR[A1H;';P M*56CF,A"&7<*-([YC]+KC5?,5OH&P7;B7H MVF2X9=F&R-BL1$B):4_/D85R9@L!S ^J,!0362AGMA# O% EG9/)D85R9@L! MS+^;P3[$'%DH9[;0V K+^'QACBR4'V AZ&B?JS_0U>@<62AGMM!X;?Y72C&1 MA?+>0M/^8G?ZJE0KW:CR*GR%"^6%K(KW5G1_^EU249)V.Z56;56=A;+K9FED MN?]UQ/Z7':?? 5!+ P04 " #P.&A224'XIM$-!*LONVG(%]4 ]Z$G%&J$!<_@F?$/#X4@[-N&]/PV[?#8O/X^$T MK*K=.':_ZGI8[\JQ&>[:KIS.1S9M?VS&\[+?UEVS?F^VI9;E,NK^=D;U]'@[ M<_'ZU97_F=AN-OMU^=VN_QS+:?S'X/JC[=^'72ECM7AM^FT95U7]>;CN'NK+ M)MV=)U>+Y[=5U3^_I:J>.T@@2.8/4@C2^8,,@FS^((<@GS\H("CF#\H0E.@^_F#'B#H8?Z@M$09EP1)$ZP)M$[(=2+P.B'8B4#LA&0G K,3HIT(U$[( M=B)P.R'@N!WH)Z"X'> M@GH+@=Z">@N!WH)Z"X'>@GH+@=Z">@N!WHIZ*X'>BGHK@=Z*>BN!WCIY64*@ MMZ+>2J"WHMY*H+>BWDJ@MZ+>2J"WHMY*H+>BWDJ@MZ'>1J"WH=Y&H+>AWD:@ MMZ'>1J"W35YV$^AMJ+<1Z&VHMQ'H;:BW$>AMJ+<1Z&VHMQ'H[:BW$^CMJ+<3 MZ.VHMQ/H[:BW$^CMJ+<3Z.V3CY4$>COJ[01Z.^KM!'H[ZNT$>COJ[01Z!^H= M!'H'ZAT$>@?J'01Z!^H=!'H'ZAT$>@?J'01ZQ^1G$P*] _4. KT#]0X"O0/U M#@*],^J="?3.J'Q0X=B^G842S/ ME_B@1[?=MC4UKG[H\Y$R^D"VB3NBU'?EJ>C5^>24;YA.G_SB_*G,N<"\&UL4$L! A0#% @ \#AH M4O,WQ41T!@ LQD !@ ("!#@@ 'AL+W=O&PO=V]R:W-H M965T&UL4$L! A0#% @ \#AH4M4W+ZJ2!0 "18 !@ M ("!9AD 'AL+W=O;+4" !< M!P & @(%0(P >&PO=V]R:W-H965T&UL M4$L! A0#% @ \#AH4O_(C@$*"0 'C( !@ ("!.R8 M 'AL+W=O&PO=V]R:W-H965T&UL4$L! A0#% @ \#AH M4F-+]9Z%! 8@L !D ("!7VD 'AL+W=O&PO=V]R:W-H965T&UL4$L! A0#% @ \#AH4LR5!ACQ! &PT M !D ("!WGD 'AL+W=O&PO=V]R:W-H965T&UL4$L! A0#% @ \#AH4E)BU2S(!P X14 !D M ("!(I( 'AL+W=O?K$) "7&@ &0 @($AF@ >&PO=V]R:W-H965T M&UL4$L! A0# M% @ \#AH4NQ\IX..#P =34 !D ("!+[@ 'AL+W=O M&PO=V]R:W-H965T&UL4$L! A0#% @ \#AH4M;R M[SA_!0 ]PT !D ("!T-\ 'AL+W=O&PO=V]R:W-H965T&UL4$L! A0#% @ \#AH4DBJ]N^5 @ L 4 !D M ("!2AT! 'AL+W=O&PO M=V]R:W-H965T&UL4$L! A0#% @ \#AH4H%=>P)]! (0P !D ("! M"2D! 'AL+W=O&PO=V]R:W-H965T&UL4$L! A0#% M @ \#AH4EMCSF&U P L D !D ("! S4! 'AL+W=O&PO=V]R:W-H965T&UL4$L! A0#% @ \#AH4HR\V3(! M" BA0 !D ("!0T0! 'AL+W=O&PO=V]R:W-H965T&UL4$L! A0#% @ \#AH4O$SA(XK P TP@ !D M ("!258! 'AL+W=O&PO=V]R M:W-H965T&UL M4$L! A0#% @ \#AH4J6*D$/W P >A !D ("!7& ! M 'AL+W=O&PO=V]R:W-H965T&UL4$L! A0#% @ M\#AH4E,[>*@* @ 6@0 !D ("!!VP! 'AL+W=O&PO=V]R:W-H965T9"0, )0+ 9 " @7=T 0!X;"]W M;W)K&UL4$L! A0#% @ \#AH4HHXB&I$ P M]@H !D ("!MWP$ >&PO=V]R:W-H965T&UL4$L! A0#% @ \#AH4N' 'MZ8! +!4 !D M ("!$8(! 'AL+W=O&PO=V]R:W-H M965T&UL4$L! M A0#% @ \#AH4L4EKW]H" (RH !D ("!HHT! 'AL M+W=O&PO=V]R:W-H965T&UL4$L! A0#% @ \#AH M4N=K#T:; P ) T !D ("!(: ! 'AL+W=O&PO=V]R:W-H965T&UL4$L! A0#% @ \#AH4@%0*-JY P %0X M !D ("!UJL! 'AL+W=O&PO=V]R:W-H965T&UL4$L! A0#% @ \#AH4AP*=*.* P "0T !D M ("!@[4! 'AL+W=O&PO=V]R:W-H965T M&UL4$L! A0# M% @ \#AH4D5%&PO=V]R:W-H965T&UL4$L! A0#% @ \#AH4O"-=8]N P J P !D M ("!+^$! 'AL+W=O&PO M=V]R:W-H965T&UL4$L! A0#% @ \#AH4N$OJB(\ P &@D !D ("! M(NX! 'AL+W=O&PO=V]R:W-H965T&UL4$L! A0#% M @ \#AH4KJ#-1=F P LPT !D ("!6/&PO&PO7W)E;',O=V]R:V)O;VLN>&UL+G)E;'-02P$" M% ,4 " #P.&A2SA7,7P\" #J*P $P @ %^!@( 6T-O F;G1E;G1?5'EP97-=+GAM;%!+!08 5 !4 ,7 "^" ( ! end XML 93 Show.js IDEA: XBRL DOCUMENT // Edgar(tm) Renderer was created by staff of the U.S. Securities and Exchange Commission. Data and content created by government employees within the scope of their employment are not subject to domestic copyright protection. 17 U.S.C. 105. var Show={};Show.LastAR=null,Show.showAR=function(a,r,w){if(Show.LastAR)Show.hideAR();var e=a;while(e&&e.nodeName!='TABLE')e=e.nextSibling;if(!e||e.nodeName!='TABLE'){var ref=((window)?w.document:document).getElementById(r);if(ref){e=ref.cloneNode(!0); e.removeAttribute('id');a.parentNode.appendChild(e)}} if(e)e.style.display='block';Show.LastAR=e};Show.hideAR=function(){Show.LastAR.style.display='none'};Show.toggleNext=function(a){var e=a;while(e.nodeName!='DIV')e=e.nextSibling;if(!e.style){}else if(!e.style.display){}else{var d,p_;if(e.style.display=='none'){d='block';p='-'}else{d='none';p='+'} e.style.display=d;if(a.textContent){a.textContent=p+a.textContent.substring(1)}else{a.innerText=p+a.innerText.substring(1)}}} XML 94 report.css IDEA: XBRL DOCUMENT /* Updated 2009-11-04 */ /* v2.2.0.24 */ /* DefRef Styles */ ..report table.authRefData{ background-color: #def; border: 2px solid #2F4497; font-size: 1em; position: absolute; } ..report table.authRefData a { display: block; font-weight: bold; } ..report table.authRefData p { margin-top: 0px; } ..report table.authRefData .hide { background-color: #2F4497; padding: 1px 3px 0px 0px; text-align: right; } ..report table.authRefData .hide a:hover { background-color: #2F4497; } ..report table.authRefData .body { height: 150px; overflow: auto; width: 400px; } ..report table.authRefData table{ font-size: 1em; } /* Report Styles */ ..pl a, .pl a:visited { color: black; text-decoration: none; } /* table */ ..report { background-color: white; border: 2px solid #acf; clear: both; color: black; font: normal 8pt Helvetica, Arial, san-serif; margin-bottom: 2em; } ..report hr { border: 1px solid #acf; } /* Top labels */ ..report th { background-color: #acf; color: black; font-weight: bold; text-align: center; } ..report th.void { background-color: transparent; color: #000000; font: bold 10pt Helvetica, Arial, san-serif; text-align: left; } ..report .pl { text-align: left; vertical-align: top; white-space: normal; width: 200px; white-space: normal; /* word-wrap: break-word; */ } ..report td.pl a.a { cursor: pointer; display: block; width: 200px; overflow: hidden; } ..report td.pl div.a { width: 200px; } ..report td.pl a:hover { background-color: #ffc; } /* Header rows... */ ..report tr.rh { background-color: #acf; color: black; font-weight: bold; } /* Calendars... */ ..report .rc { background-color: #f0f0f0; } /* Even rows... */ ..report .re, .report .reu { background-color: #def; } ..report .reu td { border-bottom: 1px solid black; } /* Odd rows... */ ..report .ro, .report .rou { background-color: white; } ..report .rou td { border-bottom: 1px solid black; } ..report .rou table td, .report .reu table td { border-bottom: 0px solid black; } /* styles for footnote marker */ ..report .fn { white-space: nowrap; } /* styles for numeric types */ ..report .num, .report .nump { text-align: right; white-space: nowrap; } ..report .nump { padding-left: 2em; } ..report .nump { padding: 0px 0.4em 0px 2em; } /* styles for text types */ ..report .text { text-align: left; white-space: normal; } ..report .text .big { margin-bottom: 1em; width: 17em; } ..report .text .more { display: none; } ..report .text .note { font-style: italic; font-weight: bold; } ..report .text .small { width: 10em; } ..report sup { font-style: italic; } ..report .outerFootnotes { font-size: 1em; } XML 95 FilingSummary.xml IDEA: XBRL DOCUMENT 3.20.4 html 326 534 1 false 94 0 false 9 false false R1.htm 0001001 - Document - Cover Sheet http://www.liveperson.com/role/Cover Cover Cover 1 false false R2.htm 1001002 - Statement - Consolidated Balance Sheets Sheet http://www.liveperson.com/role/ConsolidatedBalanceSheets Consolidated Balance Sheets Statements 2 false false R3.htm 1002003 - Statement - Consolidated Balance Sheets (Parenthetical) Sheet http://www.liveperson.com/role/ConsolidatedBalanceSheetsParenthetical Consolidated Balance Sheets (Parenthetical) Statements 3 false false R4.htm 1003004 - Statement - Consolidated Statements of Operations Sheet http://www.liveperson.com/role/ConsolidatedStatementsofOperations Consolidated Statements of Operations Statements 4 false false R5.htm 1004005 - Statement - Consolidated Statements of Operations (Parenthetical) Sheet http://www.liveperson.com/role/ConsolidatedStatementsofOperationsParenthetical Consolidated Statements of Operations (Parenthetical) Statements 5 false false R6.htm 1005006 - Statement - Consolidated Statements of Comprehensive Loss Sheet http://www.liveperson.com/role/ConsolidatedStatementsofComprehensiveLoss Consolidated Statements of Comprehensive Loss Statements 6 false false R7.htm 1006007 - Statement - Consolidated Statements of Stockholders' Equity Sheet http://www.liveperson.com/role/ConsolidatedStatementsofStockholdersEquity Consolidated Statements of Stockholders' Equity Statements 7 false false R8.htm 1007008 - Statement - Consolidated Statements of Cash Flows Sheet http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows Consolidated Statements of Cash Flows Statements 8 false false R9.htm 2101101 - Disclosure - Description of Business and Summary of Significant Accounting Policies Sheet http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPolicies Description of Business and Summary of Significant Accounting Policies Notes 9 false false R10.htm 2110102 - Disclosure - Net Loss per Share Sheet http://www.liveperson.com/role/NetLossperShare Net Loss per Share Notes 10 false false R11.htm 2113103 - Disclosure - Segment Information Sheet http://www.liveperson.com/role/SegmentInformation Segment Information Notes 11 false false R12.htm 2118104 - Disclosure - Property and Equipment Sheet http://www.liveperson.com/role/PropertyandEquipment Property and Equipment Notes 12 false false R13.htm 2122105 - Disclosure - Goodwill and Intangible Assets Sheet http://www.liveperson.com/role/GoodwillandIntangibleAssets Goodwill and Intangible Assets Notes 13 false false R14.htm 2127106 - Disclosure - Accrued Liabilities and Other Current Liabilities Sheet http://www.liveperson.com/role/AccruedLiabilitiesandOtherCurrentLiabilities Accrued Liabilities and Other Current Liabilities Notes 14 false false R15.htm 2130107 - Disclosure - Convertible Senior Notes and Capped Call Transactions Notes http://www.liveperson.com/role/ConvertibleSeniorNotesandCappedCallTransactions Convertible Senior Notes and Capped Call Transactions Notes 15 false false R16.htm 2134108 - Disclosure - Acquisitions Sheet http://www.liveperson.com/role/Acquisitions Acquisitions Notes 16 false false R17.htm 2136109 - Disclosure - Fair Value Measurements Sheet http://www.liveperson.com/role/FairValueMeasurements Fair Value Measurements Notes 17 false false R18.htm 2141110 - Disclosure - Commitments and Contingencies Sheet http://www.liveperson.com/role/CommitmentsandContingencies Commitments and Contingencies Notes 18 false false R19.htm 2149111 - Disclosure - Stockholders' Equity Sheet http://www.liveperson.com/role/StockholdersEquity Stockholders' Equity Notes 19 false false R20.htm 2155112 - Disclosure - Income Taxes Sheet http://www.liveperson.com/role/IncomeTaxes Income Taxes Notes 20 false false R21.htm 2163113 - Disclosure - Legal Matters Sheet http://www.liveperson.com/role/LegalMatters Legal Matters Notes 21 false false R22.htm 2164114 - Disclosure - Restructuring Costs Sheet http://www.liveperson.com/role/RestructuringCosts Restructuring Costs Notes 22 false false R23.htm 2202201 - Disclosure - Description of Business and Summary of Significant Accounting Policies (Policies) Sheet http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesPolicies Description of Business and Summary of Significant Accounting Policies (Policies) Policies http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPolicies 23 false false R24.htm 2303301 - Disclosure - Description of Business and Summary of Significant Accounting Policies (Tables) Sheet http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesTables Description of Business and Summary of Significant Accounting Policies (Tables) Tables http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPolicies 24 false false R25.htm 2311302 - Disclosure - Net Loss per Share (Tables) Sheet http://www.liveperson.com/role/NetLossperShareTables Net Loss per Share (Tables) Tables http://www.liveperson.com/role/NetLossperShare 25 false false R26.htm 2314303 - Disclosure - Segment Information (Tables) Sheet http://www.liveperson.com/role/SegmentInformationTables Segment Information (Tables) Tables http://www.liveperson.com/role/SegmentInformation 26 false false R27.htm 2319304 - Disclosure - Property and Equipment (Tables) Sheet http://www.liveperson.com/role/PropertyandEquipmentTables Property and Equipment (Tables) Tables http://www.liveperson.com/role/PropertyandEquipment 27 false false R28.htm 2323305 - Disclosure - Goodwill and Intangible Assets (Tables) Sheet http://www.liveperson.com/role/GoodwillandIntangibleAssetsTables Goodwill and Intangible Assets (Tables) Tables http://www.liveperson.com/role/GoodwillandIntangibleAssets 28 false false R29.htm 2328306 - Disclosure - Accrued Liabilities and Other Current Liabilities (Tables) Sheet http://www.liveperson.com/role/AccruedLiabilitiesandOtherCurrentLiabilitiesTables Accrued Liabilities and Other Current Liabilities (Tables) Tables http://www.liveperson.com/role/AccruedLiabilitiesandOtherCurrentLiabilities 29 false false R30.htm 2331307 - Disclosure - Convertible Senior Notes and Capped Call Transactions (Tables) Notes http://www.liveperson.com/role/ConvertibleSeniorNotesandCappedCallTransactionsTables Convertible Senior Notes and Capped Call Transactions (Tables) Tables http://www.liveperson.com/role/ConvertibleSeniorNotesandCappedCallTransactions 30 false false R31.htm 2337308 - Disclosure - Fair Value Measurements (Tables) Sheet http://www.liveperson.com/role/FairValueMeasurementsTables Fair Value Measurements (Tables) Tables http://www.liveperson.com/role/FairValueMeasurements 31 false false R32.htm 2342309 - Disclosure - Commitments and Contingencies (Tables) Sheet http://www.liveperson.com/role/CommitmentsandContingenciesTables Commitments and Contingencies (Tables) Tables http://www.liveperson.com/role/CommitmentsandContingencies 32 false false R33.htm 2350310 - Disclosure - Stockholders' Equity (Tables) Sheet http://www.liveperson.com/role/StockholdersEquityTables Stockholders' Equity (Tables) Tables http://www.liveperson.com/role/StockholdersEquity 33 false false R34.htm 2356311 - Disclosure - Income Taxes (Tables) Sheet http://www.liveperson.com/role/IncomeTaxesTables Income Taxes (Tables) Tables http://www.liveperson.com/role/IncomeTaxes 34 false false R35.htm 2365312 - Disclosure - Restructuring Costs (Tables) Sheet http://www.liveperson.com/role/RestructuringCostsTables Restructuring Costs (Tables) Tables http://www.liveperson.com/role/RestructuringCosts 35 false false R36.htm 2404401 - Disclosure - Description of Business and Summary of Significant Accounting Policies - Narrative (Details) Sheet http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesNarrativeDetails Description of Business and Summary of Significant Accounting Policies - Narrative (Details) Details http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesTables 36 false false R37.htm 2405402 - Disclosure - Description of Business and Summary of Significant Accounting Policies - Accounts Receivable (Details) Sheet http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesAccountsReceivableDetails Description of Business and Summary of Significant Accounting Policies - Accounts Receivable (Details) Details 37 false false R38.htm 2406403 - Disclosure - Description of Business and Summary of Significant Accounting Policies - Deferred Revenue (Details) Sheet http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesDeferredRevenueDetails Description of Business and Summary of Significant Accounting Policies - Deferred Revenue (Details) Details 38 false false R39.htm 2407404 - Disclosure - Description of Business and Summary of Significant Accounting Policies - Disaggregation of Revenue (Details) Sheet http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesDisaggregationofRevenueDetails Description of Business and Summary of Significant Accounting Policies - Disaggregation of Revenue (Details) Details 39 false false R40.htm 2408405 - Disclosure - Description of Business and Summary of Significant Accounting Policies - Revenue by Geographic Region (Details) Sheet http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesRevenuebyGeographicRegionDetails Description of Business and Summary of Significant Accounting Policies - Revenue by Geographic Region (Details) Details 40 false false R41.htm 2409406 - Disclosure - Description of Business and Summary of Significant Accounting Policies - Receivables and Deferred Revenue (Details) Sheet http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesReceivablesandDeferredRevenueDetails Description of Business and Summary of Significant Accounting Policies - Receivables and Deferred Revenue (Details) Details 41 false false R42.htm 2412407 - Disclosure - Net Loss per Share (Details) Sheet http://www.liveperson.com/role/NetLossperShareDetails Net Loss per Share (Details) Details http://www.liveperson.com/role/NetLossperShareTables 42 false false R43.htm 2415408 - Disclosure - Segment Information - Narrative (Details) Sheet http://www.liveperson.com/role/SegmentInformationNarrativeDetails Segment Information - Narrative (Details) Details 43 false false R44.htm 2416409 - Disclosure - Segment Information - Financial Information by Segment (Details) Sheet http://www.liveperson.com/role/SegmentInformationFinancialInformationbySegmentDetails Segment Information - Financial Information by Segment (Details) Details 44 false false R45.htm 2417410 - Disclosure - Segment Information - Long-Lived Assets by Geographic Region (Details) Sheet http://www.liveperson.com/role/SegmentInformationLongLivedAssetsbyGeographicRegionDetails Segment Information - Long-Lived Assets by Geographic Region (Details) Details 45 false false R46.htm 2420411 - Disclosure - Property and Equipment - Balances (Details) Sheet http://www.liveperson.com/role/PropertyandEquipmentBalancesDetails Property and Equipment - Balances (Details) Details 46 false false R47.htm 2421412 - Disclosure - Property and Equipment - Narrative (Details) Sheet http://www.liveperson.com/role/PropertyandEquipmentNarrativeDetails Property and Equipment - Narrative (Details) Details 47 false false R48.htm 2424413 - Disclosure - Goodwill and Intangible Assets - Changes in Carrying Amount of Goodwill (Details) Sheet http://www.liveperson.com/role/GoodwillandIntangibleAssetsChangesinCarryingAmountofGoodwillDetails Goodwill and Intangible Assets - Changes in Carrying Amount of Goodwill (Details) Details 48 false false R49.htm 2425414 - Disclosure - Goodwill and Intangible Assets - Intangible Assets (Details) Sheet http://www.liveperson.com/role/GoodwillandIntangibleAssetsIntangibleAssetsDetails Goodwill and Intangible Assets - Intangible Assets (Details) Details 49 false false R50.htm 2426415 - Disclosure - Goodwill and Intangible Assets - Amortization Expense (Details) Sheet http://www.liveperson.com/role/GoodwillandIntangibleAssetsAmortizationExpenseDetails Goodwill and Intangible Assets - Amortization Expense (Details) Details 50 false false R51.htm 2429416 - Disclosure - Accrued Liabilities and Other Current Liabilities (Details) Sheet http://www.liveperson.com/role/AccruedLiabilitiesandOtherCurrentLiabilitiesDetails Accrued Liabilities and Other Current Liabilities (Details) Details http://www.liveperson.com/role/AccruedLiabilitiesandOtherCurrentLiabilitiesTables 51 false false R52.htm 2432417 - Disclosure - Convertible Senior Notes and Capped Call Transactions - Narrative (Details) Notes http://www.liveperson.com/role/ConvertibleSeniorNotesandCappedCallTransactionsNarrativeDetails Convertible Senior Notes and Capped Call Transactions - Narrative (Details) Details http://www.liveperson.com/role/ConvertibleSeniorNotesandCappedCallTransactionsTables 52 false false R53.htm 2433418 - Disclosure - Convertible Senior Notes and Capped Call Transactions - Carrying Amount and Interest Expense (Details) Notes http://www.liveperson.com/role/ConvertibleSeniorNotesandCappedCallTransactionsCarryingAmountandInterestExpenseDetails Convertible Senior Notes and Capped Call Transactions - Carrying Amount and Interest Expense (Details) Details 53 false false R54.htm 2435419 - Disclosure - Acquisitions (Details) Sheet http://www.liveperson.com/role/AcquisitionsDetails Acquisitions (Details) Details http://www.liveperson.com/role/Acquisitions 54 false false R55.htm 2438420 - Disclosure - Fair Value Measurements - Narrative (Details) Sheet http://www.liveperson.com/role/FairValueMeasurementsNarrativeDetails Fair Value Measurements - Narrative (Details) Details 55 false false R56.htm 2439421 - Disclosure - Fair Value Measurements - Assets and Liabilities Measured at Fair Value (Details) Sheet http://www.liveperson.com/role/FairValueMeasurementsAssetsandLiabilitiesMeasuredatFairValueDetails Fair Value Measurements - Assets and Liabilities Measured at Fair Value (Details) Details 56 false false R57.htm 2440422 - Disclosure - Fair Value Measurements - Level 3 Liabilities (Details) Sheet http://www.liveperson.com/role/FairValueMeasurementsLevel3LiabilitiesDetails Fair Value Measurements - Level 3 Liabilities (Details) Details 57 false false R58.htm 2443423 - Disclosure - Commitments and Contingencies - Leases Narrative (Details) Sheet http://www.liveperson.com/role/CommitmentsandContingenciesLeasesNarrativeDetails Commitments and Contingencies - Leases Narrative (Details) Details 58 false false R59.htm 2444424 - Disclosure - Commitments and Contingencies - Supplemental Cash Flow Information (Details) Sheet http://www.liveperson.com/role/CommitmentsandContingenciesSupplementalCashFlowInformationDetails Commitments and Contingencies - Supplemental Cash Flow Information (Details) Details 59 false false R60.htm 2445425 - Disclosure - Commitments and Contingencies - Components of Lease Costs (Details) Sheet http://www.liveperson.com/role/CommitmentsandContingenciesComponentsofLeaseCostsDetails Commitments and Contingencies - Components of Lease Costs (Details) Details 60 false false R61.htm 2446426 - Disclosure - Commitments and Contingencies - Supplemental Balance Sheet Information (Details) Sheet http://www.liveperson.com/role/CommitmentsandContingenciesSupplementalBalanceSheetInformationDetails Commitments and Contingencies - Supplemental Balance Sheet Information (Details) Details 61 false false R62.htm 2447427 - Disclosure - Commitments and Contingencies - Future Minimum Lease Payments (Details) Sheet http://www.liveperson.com/role/CommitmentsandContingenciesFutureMinimumLeasePaymentsDetails Commitments and Contingencies - Future Minimum Lease Payments (Details) Details 62 false false R63.htm 2448428 - Disclosure - Commitments and Contingencies - Employee Benefit Plans, Letters of Credit, and Non-Income Related Taxes (Details) Sheet http://www.liveperson.com/role/CommitmentsandContingenciesEmployeeBenefitPlansLettersofCreditandNonIncomeRelatedTaxesDetails Commitments and Contingencies - Employee Benefit Plans, Letters of Credit, and Non-Income Related Taxes (Details) Details 63 false false R64.htm 2451429 - Disclosure - Stockholders' Equity - Narrative (Details) Sheet http://www.liveperson.com/role/StockholdersEquityNarrativeDetails Stockholders' Equity - Narrative (Details) Details 64 false false R65.htm 2452430 - Disclosure - Stockholders' Equity - Weighted Average Assumption (Details) Sheet http://www.liveperson.com/role/StockholdersEquityWeightedAverageAssumptionDetails Stockholders' Equity - Weighted Average Assumption (Details) Details 65 false false R66.htm 2453431 - Disclosure - Stockholders' Equity - Stock Option Activity (Details) Sheet http://www.liveperson.com/role/StockholdersEquityStockOptionActivityDetails Stockholders' Equity - Stock Option Activity (Details) Details 66 false false R67.htm 2454432 - Disclosure - Stockholders' Equity - Restricted Stock Unit Activity (Details) Sheet http://www.liveperson.com/role/StockholdersEquityRestrictedStockUnitActivityDetails Stockholders' Equity - Restricted Stock Unit Activity (Details) Details 67 false false R68.htm 2457433 - Disclosure - Income Taxes - Narrative (Details) Sheet http://www.liveperson.com/role/IncomeTaxesNarrativeDetails Income Taxes - Narrative (Details) Details 68 false false R69.htm 2458434 - Disclosure - Income Taxes - Domestic and Foreign Components of Income Before Provision for Income Taxes (Details) Sheet http://www.liveperson.com/role/IncomeTaxesDomesticandForeignComponentsofIncomeBeforeProvisionforIncomeTaxesDetails Income Taxes - Domestic and Foreign Components of Income Before Provision for Income Taxes (Details) Details 69 false false R70.htm 2459435 - Disclosure - Income Taxes - Schedule of Provision for Income Taxes (Details) Sheet http://www.liveperson.com/role/IncomeTaxesScheduleofProvisionforIncomeTaxesDetails Income Taxes - Schedule of Provision for Income Taxes (Details) Details 70 false false R71.htm 2460436 - Disclosure - Income Taxes - Schedule of Reconciliations of Federal Statutory Tax Rate to Effective Income Tax Rate (Details) Sheet http://www.liveperson.com/role/IncomeTaxesScheduleofReconciliationsofFederalStatutoryTaxRatetoEffectiveIncomeTaxRateDetails Income Taxes - Schedule of Reconciliations of Federal Statutory Tax Rate to Effective Income Tax Rate (Details) Details 71 false false R72.htm 2461437 - Disclosure - Income Taxes - Schedule of Federal Deferred Tax Assets and Deferred Tax Liabilities (Details) Sheet http://www.liveperson.com/role/IncomeTaxesScheduleofFederalDeferredTaxAssetsandDeferredTaxLiabilitiesDetails Income Taxes - Schedule of Federal Deferred Tax Assets and Deferred Tax Liabilities (Details) Details 72 false false R73.htm 2462438 - Disclosure - Income Taxes - Schedule of Unrecognized Tax Benefits (Details) Sheet http://www.liveperson.com/role/IncomeTaxesScheduleofUnrecognizedTaxBenefitsDetails Income Taxes - Schedule of Unrecognized Tax Benefits (Details) Details 73 false false R74.htm 2466439 - Disclosure - Restructuring Costs - Narrative (Details) Sheet http://www.liveperson.com/role/RestructuringCostsNarrativeDetails Restructuring Costs - Narrative (Details) Details 74 false false R75.htm 2467440 - Disclosure - Restructuring Costs -Liability for Restructuring Charges (Details) Sheet http://www.liveperson.com/role/RestructuringCostsLiabilityforRestructuringChargesDetails Restructuring Costs -Liability for Restructuring Charges (Details) Details 75 false false R76.htm 2468441 - Disclosure - Restructuring Costs - Restructuring Charges (Details) Sheet http://www.liveperson.com/role/RestructuringCostsRestructuringChargesDetails Restructuring Costs - Restructuring Charges (Details) Details 76 false false All Reports Book All Reports lpsn-20201231.htm a2020q4livepersonex2111.htm a2020q4livepersonex3111.htm a2020q4livepersonex3121.htm a2020q4livepersonex3211.htm a2020q4livepersonex3221.htm a2020q4livepersonexhibit451.htm consentofindependentregist.htm lpsn-20201231.xsd lpsn-20201231_cal.xml lpsn-20201231_def.xml lpsn-20201231_lab.xml lpsn-20201231_pre.xml lpsn-20201231_g1.jpg http://xbrl.sec.gov/dei/2020-01-31 http://xbrl.sec.gov/country/2020-01-31 http://xbrl.sec.gov/exch/2020-01-31 http://fasb.org/us-gaap/2020-01-31 http://fasb.org/srt/2020-01-31 true true JSON 98 MetaLinks.json IDEA: XBRL DOCUMENT { "instance": { "lpsn-20201231.htm": { "axisCustom": 2, "axisStandard": 27, "contextCount": 326, "dts": { "calculationLink": { "local": [ "lpsn-20201231_cal.xml" ] }, "definitionLink": { "local": [ "lpsn-20201231_def.xml" ], "remote": [ "http://xbrl.fasb.org/us-gaap/2020/elts/us-gaap-eedm-def-2020-01-31.xml", "http://xbrl.fasb.org/srt/2020/elts/srt-eedm1-def-2020-01-31.xml" ] }, "inline": { "local": [ "lpsn-20201231.htm" ] }, "labelLink": { "local": [ "lpsn-20201231_lab.xml" ], "remote": [ "https://xbrl.sec.gov/dei/2020/dei-doc-2020-01-31.xml", "http://xbrl.fasb.org/us-gaap/2020/elts/us-gaap-doc-2020-01-31.xml" ] }, "presentationLink": { "local": [ "lpsn-20201231_pre.xml" ] }, "referenceLink": { "remote": [ "http://xbrl.fasb.org/us-gaap/2020/elts/us-gaap-ref-2020-01-31.xml", "https://xbrl.sec.gov/dei/2020/dei-ref-2020-01-31.xml" ] }, "schema": { "local": [ "lpsn-20201231.xsd" ], "remote": [ "http://xbrl.fasb.org/srt/2020/elts/srt-2020-01-31.xsd", "http://www.xbrl.org/2003/xbrl-instance-2003-12-31.xsd", "http://www.xbrl.org/2003/xbrl-linkbase-2003-12-31.xsd", "http://www.xbrl.org/2003/xl-2003-12-31.xsd", "http://www.xbrl.org/2003/xlink-2003-12-31.xsd", "http://www.xbrl.org/dtr/type/numeric-2009-12-16.xsd", "http://www.xbrl.org/dtr/type/nonNumeric-2009-12-16.xsd", "http://www.xbrl.org/2005/xbrldt-2005.xsd", "http://www.xbrl.org/2006/ref-2006-02-27.xsd", "http://xbrl.fasb.org/srt/2020/elts/srt-types-2020-01-31.xsd", "http://xbrl.fasb.org/us-gaap/2020/elts/us-gaap-2020-01-31.xsd", "http://xbrl.fasb.org/us-gaap/2020/elts/us-roles-2020-01-31.xsd", "http://xbrl.fasb.org/srt/2020/elts/srt-roles-2020-01-31.xsd", "https://xbrl.sec.gov/country/2020/country-2020-01-31.xsd", "http://xbrl.fasb.org/us-gaap/2020/elts/us-types-2020-01-31.xsd", "https://xbrl.sec.gov/dei/2020/dei-2020-01-31.xsd", "https://xbrl.sec.gov/exch/2020/exch-2020-01-31.xsd", "http://www.xbrl.org/lrr/role/negated-2009-12-16.xsd", "http://www.xbrl.org/lrr/role/net-2009-12-16.xsd", "http://www.xbrl.org/lrr/role/reference-2009-12-16.xsd", "http://xbrl.fasb.org/us-gaap/2020/elts/us-parts-codification-2020-01-31.xsd", "http://www.xbrl.org/lrr/role/deprecated-2009-12-16.xsd" ] } }, "elementCount": 719, "entityCount": 1, "hidden": { "http://fasb.org/us-gaap/2020-01-31": 4, "http://xbrl.sec.gov/dei/2020-01-31": 4, "total": 8 }, "keyCustom": 67, "keyStandard": 467, "memberCustom": 42, "memberStandard": 48, "nsprefix": "lpsn", "nsuri": "http://www.liveperson.com/20201231", "report": { "R1": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "dei:DocumentType", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "document", "isDefault": "true", "longName": "0001001 - Document - Cover", "role": "http://www.liveperson.com/role/Cover", "shortName": "Cover", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "dei:DocumentType", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R10": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:EarningsPerShareTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2110102 - Disclosure - Net Loss per Share", "role": "http://www.liveperson.com/role/NetLossperShare", "shortName": "Net Loss per Share", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:EarningsPerShareTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R11": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SegmentReportingDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2113103 - Disclosure - Segment Information", "role": "http://www.liveperson.com/role/SegmentInformation", "shortName": "Segment Information", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SegmentReportingDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R12": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2118104 - Disclosure - Property and Equipment", "role": "http://www.liveperson.com/role/PropertyandEquipment", "shortName": "Property and Equipment", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R13": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:GoodwillAndIntangibleAssetsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2122105 - Disclosure - Goodwill and Intangible Assets", "role": "http://www.liveperson.com/role/GoodwillandIntangibleAssets", "shortName": "Goodwill and Intangible Assets", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:GoodwillAndIntangibleAssetsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R14": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:AccountsPayableAndAccruedLiabilitiesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2127106 - Disclosure - Accrued Liabilities and Other Current Liabilities", "role": "http://www.liveperson.com/role/AccruedLiabilitiesandOtherCurrentLiabilities", "shortName": "Accrued Liabilities and Other Current Liabilities", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:AccountsPayableAndAccruedLiabilitiesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R15": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DebtDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2130107 - Disclosure - Convertible Senior Notes and Capped Call Transactions", "role": "http://www.liveperson.com/role/ConvertibleSeniorNotesandCappedCallTransactions", "shortName": "Convertible Senior Notes and Capped Call Transactions", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DebtDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R16": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:BusinessCombinationDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2134108 - Disclosure - Acquisitions", "role": "http://www.liveperson.com/role/Acquisitions", "shortName": "Acquisitions", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:BusinessCombinationDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R17": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:FairValueDisclosuresTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2136109 - Disclosure - Fair Value Measurements", "role": "http://www.liveperson.com/role/FairValueMeasurements", "shortName": "Fair Value Measurements", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:FairValueDisclosuresTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R18": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:CommitmentsAndContingenciesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2141110 - Disclosure - Commitments and Contingencies", "role": "http://www.liveperson.com/role/CommitmentsandContingencies", "shortName": "Commitments and Contingencies", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:CommitmentsAndContingenciesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R19": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2149111 - Disclosure - Stockholders' Equity", "role": "http://www.liveperson.com/role/StockholdersEquity", "shortName": "Stockholders' Equity", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R2": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i3eaa210d5ef44390af7d0eb7b854a795_I20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:CashAndCashEquivalentsAtCarryingValue", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1001002 - Statement - Consolidated Balance Sheets", "role": "http://www.liveperson.com/role/ConsolidatedBalanceSheets", "shortName": "Consolidated Balance Sheets", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i3eaa210d5ef44390af7d0eb7b854a795_I20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:CashAndCashEquivalentsAtCarryingValue", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R20": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:IncomeTaxDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2155112 - Disclosure - Income Taxes", "role": "http://www.liveperson.com/role/IncomeTaxes", "shortName": "Income Taxes", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:IncomeTaxDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R21": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:LegalMattersAndContingenciesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2163113 - Disclosure - Legal Matters", "role": "http://www.liveperson.com/role/LegalMatters", "shortName": "Legal Matters", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:LegalMattersAndContingenciesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R22": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:RestructuringAndRelatedActivitiesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2164114 - Disclosure - Restructuring Costs", "role": "http://www.liveperson.com/role/RestructuringCosts", "shortName": "Restructuring Costs", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:RestructuringAndRelatedActivitiesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R23": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "lpsn:SummaryOfOperationsPolicyTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2202201 - Disclosure - Description of Business and Summary of Significant Accounting Policies (Policies)", "role": "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesPolicies", "shortName": "Description of Business and Summary of Significant Accounting Policies (Policies)", "subGroupType": "policies", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "lpsn:SummaryOfOperationsPolicyTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R24": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfAccountsNotesLoansAndFinancingReceivableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2303301 - Disclosure - Description of Business and Summary of Significant Accounting Policies (Tables)", "role": "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesTables", "shortName": "Description of Business and Summary of Significant Accounting Policies (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfAccountsNotesLoansAndFinancingReceivableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R25": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfWeightedAverageNumberOfSharesTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2311302 - Disclosure - Net Loss per Share (Tables)", "role": "http://www.liveperson.com/role/NetLossperShareTables", "shortName": "Net Loss per Share (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfWeightedAverageNumberOfSharesTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R26": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfSegmentReportingInformationBySegmentTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2314303 - Disclosure - Segment Information (Tables)", "role": "http://www.liveperson.com/role/SegmentInformationTables", "shortName": "Segment Information (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfSegmentReportingInformationBySegmentTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R27": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2319304 - Disclosure - Property and Equipment (Tables)", "role": "http://www.liveperson.com/role/PropertyandEquipmentTables", "shortName": "Property and Equipment (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R28": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfGoodwillTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2323305 - Disclosure - Goodwill and Intangible Assets (Tables)", "role": "http://www.liveperson.com/role/GoodwillandIntangibleAssetsTables", "shortName": "Goodwill and Intangible Assets (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfGoodwillTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R29": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfAccruedLiabilitiesTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2328306 - Disclosure - Accrued Liabilities and Other Current Liabilities (Tables)", "role": "http://www.liveperson.com/role/AccruedLiabilitiesandOtherCurrentLiabilitiesTables", "shortName": "Accrued Liabilities and Other Current Liabilities (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfAccruedLiabilitiesTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R3": { "firstAnchor": { "ancestors": [ "span", "div", "td", "tr", "table", "div", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i3eaa210d5ef44390af7d0eb7b854a795_I20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:AllowanceForDoubtfulAccountsReceivableCurrent", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1002003 - Statement - Consolidated Balance Sheets (Parenthetical)", "role": "http://www.liveperson.com/role/ConsolidatedBalanceSheetsParenthetical", "shortName": "Consolidated Balance Sheets (Parenthetical)", "subGroupType": "parenthetical", "uniqueAnchor": { "ancestors": [ "us-gaap:TreasuryStockCommonShares", "span", "div", "td", "tr", "table", "div", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i3eaa210d5ef44390af7d0eb7b854a795_I20201231", "decimals": "INF", "lang": "en-US", "name": "us-gaap:TreasuryStockCommonShares", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R30": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ConvertibleDebtTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2331307 - Disclosure - Convertible Senior Notes and Capped Call Transactions (Tables)", "role": "http://www.liveperson.com/role/ConvertibleSeniorNotesandCappedCallTransactionsTables", "shortName": "Convertible Senior Notes and Capped Call Transactions (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ConvertibleDebtTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R31": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfFairValueAssetsAndLiabilitiesMeasuredOnRecurringBasisTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2337308 - Disclosure - Fair Value Measurements (Tables)", "role": "http://www.liveperson.com/role/FairValueMeasurementsTables", "shortName": "Fair Value Measurements (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfFairValueAssetsAndLiabilitiesMeasuredOnRecurringBasisTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R32": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:LeaseCostTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2342309 - Disclosure - Commitments and Contingencies (Tables)", "role": "http://www.liveperson.com/role/CommitmentsandContingenciesTables", "shortName": "Commitments and Contingencies (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:LeaseCostTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R33": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfShareBasedPaymentAwardStockOptionsValuationAssumptionsTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2350310 - Disclosure - Stockholders' Equity (Tables)", "role": "http://www.liveperson.com/role/StockholdersEquityTables", "shortName": "Stockholders' Equity (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfShareBasedPaymentAwardStockOptionsValuationAssumptionsTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R34": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2356311 - Disclosure - Income Taxes (Tables)", "role": "http://www.liveperson.com/role/IncomeTaxesTables", "shortName": "Income Taxes (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R35": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfRestructuringAndRelatedCostsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2365312 - Disclosure - Restructuring Costs (Tables)", "role": "http://www.liveperson.com/role/RestructuringCostsTables", "shortName": "Restructuring Costs (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfRestructuringAndRelatedCostsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R36": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:DepreciationDepletionAndAmortization", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2404401 - Disclosure - Description of Business and Summary of Significant Accounting Policies - Narrative (Details)", "role": "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesNarrativeDetails", "shortName": "Description of Business and Summary of Significant Accounting Policies - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i3eaa210d5ef44390af7d0eb7b854a795_I20201231", "decimals": "-5", "lang": "en-US", "name": "us-gaap:CapitalizedComputerSoftwareGross", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R37": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i535036542a684a6d8c3fb12556251a92_I20191231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:AllowanceForDoubtfulAccountsReceivable", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2405402 - Disclosure - Description of Business and Summary of Significant Accounting Policies - Accounts Receivable (Details)", "role": "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesAccountsReceivableDetails", "shortName": "Description of Business and Summary of Significant Accounting Policies - Accounts Receivable (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i0d99e1cf672a4a6c87059d6117b7d393_I20171231", "decimals": "-3", "lang": "en-US", "name": "us-gaap:AllowanceForDoubtfulAccountsReceivable", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R38": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i3eaa210d5ef44390af7d0eb7b854a795_I20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:ContractWithCustomerLiabilityCurrent", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2406403 - Disclosure - Description of Business and Summary of Significant Accounting Policies - Deferred Revenue (Details)", "role": "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesDeferredRevenueDetails", "shortName": "Description of Business and Summary of Significant Accounting Policies - Deferred Revenue (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i0478c0ffb556446481e04a8cb342bb3c_I20201231", "decimals": "-3", "lang": "en-US", "name": "us-gaap:ContractWithCustomerLiabilityCurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R39": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "ix:continuation", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2407404 - Disclosure - Description of Business and Summary of Significant Accounting Policies - Disaggregation of Revenue (Details)", "role": "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesDisaggregationofRevenueDetails", "shortName": "Description of Business and Summary of Significant Accounting Policies - Disaggregation of Revenue (Details)", "subGroupType": "details", "uniqueAnchor": null }, "R4": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "ix:continuation", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1003004 - Statement - Consolidated Statements of Operations", "role": "http://www.liveperson.com/role/ConsolidatedStatementsofOperations", "shortName": "Consolidated Statements of Operations", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": "-3", "lang": "en-US", "name": "us-gaap:GeneralAndAdministrativeExpense", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R40": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "ix:continuation", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2408405 - Disclosure - Description of Business and Summary of Significant Accounting Policies - Revenue by Geographic Region (Details)", "role": "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesRevenuebyGeographicRegionDetails", "shortName": "Description of Business and Summary of Significant Accounting Policies - Revenue by Geographic Region (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "ix:continuation", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i1754c7f2cb084ce8baad2e686520d909_D20200101-20201231", "decimals": "-3", "lang": "en-US", "name": "us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R41": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i535036542a684a6d8c3fb12556251a92_I20191231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:AccountsReceivableNetCurrent", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2409406 - Disclosure - Description of Business and Summary of Significant Accounting Policies - Receivables and Deferred Revenue (Details)", "role": "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesReceivablesandDeferredRevenueDetails", "shortName": "Description of Business and Summary of Significant Accounting Policies - Receivables and Deferred Revenue (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": "-3", "lang": "en-US", "name": "lpsn:IncreaseDecreaseinDeferredRevenueCurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R42": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": "0", "first": true, "lang": "en-US", "name": "us-gaap:AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2412407 - Disclosure - Net Loss per Share (Details)", "role": "http://www.liveperson.com/role/NetLossperShareDetails", "shortName": "Net Loss per Share (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": "0", "first": true, "lang": "en-US", "name": "us-gaap:AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R43": { "firstAnchor": { "ancestors": [ "ix:continuation", "span", "div", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:NumberOfOperatingSegments", "reportCount": 1, "unique": true, "unitRef": "segment", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2415408 - Disclosure - Segment Information - Narrative (Details)", "role": "http://www.liveperson.com/role/SegmentInformationNarrativeDetails", "shortName": "Segment Information - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "ix:continuation", "span", "div", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:NumberOfOperatingSegments", "reportCount": 1, "unique": true, "unitRef": "segment", "xsiNil": "false" } }, "R44": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "ix:continuation", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2416409 - Disclosure - Segment Information - Financial Information by Segment (Details)", "role": "http://www.liveperson.com/role/SegmentInformationFinancialInformationbySegmentDetails", "shortName": "Segment Information - Financial Information by Segment (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfSegmentReportingInformationBySegmentTextBlock", "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": "-3", "lang": "en-US", "name": "lpsn:SegmentReportingUnallocatedCorporateExpenses", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R45": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i3eaa210d5ef44390af7d0eb7b854a795_I20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:AssetsNoncurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2417410 - Disclosure - Segment Information - Long-Lived Assets by Geographic Region (Details)", "role": "http://www.liveperson.com/role/SegmentInformationLongLivedAssetsbyGeographicRegionDetails", "shortName": "Segment Information - Long-Lived Assets by Geographic Region (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i3eaa210d5ef44390af7d0eb7b854a795_I20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:AssetsNoncurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R46": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:PropertyPlantAndEquipmentTextBlock", "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i3eaa210d5ef44390af7d0eb7b854a795_I20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:FinanceLeaseRightOfUseAssetBeforeAccumulatedAmortization", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2420411 - Disclosure - Property and Equipment - Balances (Details)", "role": "http://www.liveperson.com/role/PropertyandEquipmentBalancesDetails", "shortName": "Property and Equipment - Balances (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:PropertyPlantAndEquipmentTextBlock", "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i3eaa210d5ef44390af7d0eb7b854a795_I20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:FinanceLeaseRightOfUseAssetBeforeAccumulatedAmortization", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R47": { "firstAnchor": { "ancestors": [ "ix:continuation", "span", "div", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i3eaa210d5ef44390af7d0eb7b854a795_I20201231", "decimals": "-5", "first": true, "lang": "en-US", "name": "lpsn:InternalUseSoftwareDevelopmentCostsBalanceNotSubjectToAmortization", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2421412 - Disclosure - Property and Equipment - Narrative (Details)", "role": "http://www.liveperson.com/role/PropertyandEquipmentNarrativeDetails", "shortName": "Property and Equipment - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "ix:continuation", "span", "div", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i3eaa210d5ef44390af7d0eb7b854a795_I20201231", "decimals": "-5", "first": true, "lang": "en-US", "name": "lpsn:InternalUseSoftwareDevelopmentCostsBalanceNotSubjectToAmortization", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R48": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i535036542a684a6d8c3fb12556251a92_I20191231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:Goodwill", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2424413 - Disclosure - Goodwill and Intangible Assets - Changes in Carrying Amount of Goodwill (Details)", "role": "http://www.liveperson.com/role/GoodwillandIntangibleAssetsChangesinCarryingAmountofGoodwillDetails", "shortName": "Goodwill and Intangible Assets - Changes in Carrying Amount of Goodwill (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": "-3", "lang": "en-US", "name": "us-gaap:GoodwillForeignCurrencyTranslationGainLoss", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R49": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfAcquiredFiniteLivedIntangibleAssetsByMajorClassTextBlock", "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i3eaa210d5ef44390af7d0eb7b854a795_I20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:FiniteLivedIntangibleAssetsGross", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2425414 - Disclosure - Goodwill and Intangible Assets - Intangible Assets (Details)", "role": "http://www.liveperson.com/role/GoodwillandIntangibleAssetsIntangibleAssetsDetails", "shortName": "Goodwill and Intangible Assets - Intangible Assets (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfAcquiredFiniteLivedIntangibleAssetsByMajorClassTextBlock", "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i3eaa210d5ef44390af7d0eb7b854a795_I20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:FiniteLivedIntangibleAssetsGross", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R5": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:ShareBasedCompensation", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1004005 - Statement - Consolidated Statements of Operations (Parenthetical)", "role": "http://www.liveperson.com/role/ConsolidatedStatementsofOperationsParenthetical", "shortName": "Consolidated Statements of Operations (Parenthetical)", "subGroupType": "parenthetical", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "ida272015ed074225ae7ec174b2155b50_D20200101-20201231", "decimals": "-3", "lang": "en-US", "name": "us-gaap:ShareBasedCompensation", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R50": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": "-5", "first": true, "lang": "en-US", "name": "us-gaap:AmortizationOfIntangibleAssets", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2426415 - Disclosure - Goodwill and Intangible Assets - Amortization Expense (Details)", "role": "http://www.liveperson.com/role/GoodwillandIntangibleAssetsAmortizationExpenseDetails", "shortName": "Goodwill and Intangible Assets - Amortization Expense (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": "-5", "first": true, "lang": "en-US", "name": "us-gaap:AmortizationOfIntangibleAssets", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R51": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfAccruedLiabilitiesTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i3eaa210d5ef44390af7d0eb7b854a795_I20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:EmployeeRelatedLiabilitiesCurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2429416 - Disclosure - Accrued Liabilities and Other Current Liabilities (Details)", "role": "http://www.liveperson.com/role/AccruedLiabilitiesandOtherCurrentLiabilitiesDetails", "shortName": "Accrued Liabilities and Other Current Liabilities (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfAccruedLiabilitiesTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i3eaa210d5ef44390af7d0eb7b854a795_I20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:EmployeeRelatedLiabilitiesCurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R52": { "firstAnchor": { "ancestors": [ "span", "div", "td", "tr", "table", "div", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i3eaa210d5ef44390af7d0eb7b854a795_I20201231", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:CommonStockParOrStatedValuePerShare", "reportCount": 1, "unitRef": "usdPerShare", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2432417 - Disclosure - Convertible Senior Notes and Capped Call Transactions - Narrative (Details)", "role": "http://www.liveperson.com/role/ConvertibleSeniorNotesandCappedCallTransactionsNarrativeDetails", "shortName": "Convertible Senior Notes and Capped Call Transactions - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "ia114837318c74919b101233b1d26286e_D20201201-20201231", "decimals": "-4", "lang": "en-US", "name": "lpsn:NumberOfSharesOfCommonStockCoveredByCappedCalls", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R53": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:AmortizationOfFinancingCosts", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2433418 - Disclosure - Convertible Senior Notes and Capped Call Transactions - Carrying Amount and Interest Expense (Details)", "role": "http://www.liveperson.com/role/ConvertibleSeniorNotesandCappedCallTransactionsCarryingAmountandInterestExpenseDetails", "shortName": "Convertible Senior Notes and Capped Call Transactions - Carrying Amount and Interest Expense (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ConvertibleDebtTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i3be02aba3fee4bedbbb8c8d51855b18b_I20201231", "decimals": "-3", "lang": "en-US", "name": "us-gaap:DebtInstrumentCarryingAmount", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R54": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:PaymentForContingentConsiderationLiabilityFinancingActivities", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2435419 - Disclosure - Acquisitions (Details)", "role": "http://www.liveperson.com/role/AcquisitionsDetails", "shortName": "Acquisitions (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i5a42e27d03e74442b208b61112aaf874_D20181001-20181031", "decimals": "-5", "lang": "en-US", "name": "us-gaap:BusinessCombinationConsiderationTransferred1", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R55": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i812a20b1aa4d4e839d6a6c63a007e10a_I20181231", "decimals": "-5", "first": true, "lang": "en-US", "name": "us-gaap:BusinessCombinationContingentConsiderationLiabilityCurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2438420 - Disclosure - Fair Value Measurements - Narrative (Details)", "role": "http://www.liveperson.com/role/FairValueMeasurementsNarrativeDetails", "shortName": "Fair Value Measurements - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i812a20b1aa4d4e839d6a6c63a007e10a_I20181231", "decimals": "-5", "first": true, "lang": "en-US", "name": "us-gaap:BusinessCombinationContingentConsiderationLiabilityCurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R56": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i3090d1c3b49b42439a3477197536f2d7_I20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:AssetsFairValueDisclosure", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2439421 - Disclosure - Fair Value Measurements - Assets and Liabilities Measured at Fair Value (Details)", "role": "http://www.liveperson.com/role/FairValueMeasurementsAssetsandLiabilitiesMeasuredatFairValueDetails", "shortName": "Fair Value Measurements - Assets and Liabilities Measured at Fair Value (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i3090d1c3b49b42439a3477197536f2d7_I20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:AssetsFairValueDisclosure", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R57": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i268db105086640e782b66f1fc3cf5977_D20190101-20191231", "decimals": "-5", "first": true, "lang": "en-US", "name": "lpsn:FairValueMeasurementwithUnobservableInputsReconciliationRecurringBasisLiabilityFairValueAdjustments", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2440422 - Disclosure - Fair Value Measurements - Level 3 Liabilities (Details)", "role": "http://www.liveperson.com/role/FairValueMeasurementsLevel3LiabilitiesDetails", "shortName": "Fair Value Measurements - Level 3 Liabilities (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:FairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationTextBlock", "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i10402432ac5747a993bb84d42121e105_I20181231", "decimals": "-3", "lang": "en-US", "name": "us-gaap:FairValueMeasurementWithUnobservableInputsReconciliationsRecurringBasisLiabilityValue", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R58": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:LeaseCostTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:LeaseCost", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2443423 - Disclosure - Commitments and Contingencies - Leases Narrative (Details)", "role": "http://www.liveperson.com/role/CommitmentsandContingenciesLeasesNarrativeDetails", "shortName": "Commitments and Contingencies - Leases Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": "INF", "lang": "en-US", "name": "lpsn:NumberOfLeasesAbandoned", "reportCount": 1, "unique": true, "unitRef": "lease", "xsiNil": "false" } }, "R59": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:LeaseCostTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:OperatingLeasePayments", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2444424 - Disclosure - Commitments and Contingencies - Supplemental Cash Flow Information (Details)", "role": "http://www.liveperson.com/role/CommitmentsandContingenciesSupplementalCashFlowInformationDetails", "shortName": "Commitments and Contingencies - Supplemental Cash Flow Information (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:LeaseCostTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:OperatingLeasePayments", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R6": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:NetIncomeLoss", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1005006 - Statement - Consolidated Statements of Comprehensive Loss", "role": "http://www.liveperson.com/role/ConsolidatedStatementsofComprehensiveLoss", "shortName": "Consolidated Statements of Comprehensive Loss", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": "-3", "lang": "en-US", "name": "us-gaap:OtherComprehensiveIncomeLossForeignCurrencyTransactionAndTranslationAdjustmentNetOfTax", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R60": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:LeaseCostTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:FinanceLeaseRightOfUseAssetAmortization", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2445425 - Disclosure - Commitments and Contingencies - Components of Lease Costs (Details)", "role": "http://www.liveperson.com/role/CommitmentsandContingenciesComponentsofLeaseCostsDetails", "shortName": "Commitments and Contingencies - Components of Lease Costs (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:LeaseCostTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:FinanceLeaseRightOfUseAssetAmortization", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R61": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i3eaa210d5ef44390af7d0eb7b854a795_I20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:OperatingLeaseRightOfUseAsset", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2446426 - Disclosure - Commitments and Contingencies - Supplemental Balance Sheet Information (Details)", "role": "http://www.liveperson.com/role/CommitmentsandContingenciesSupplementalBalanceSheetInformationDetails", "shortName": "Commitments and Contingencies - Supplemental Balance Sheet Information (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i3eaa210d5ef44390af7d0eb7b854a795_I20201231", "decimals": null, "lang": "en-US", "name": "us-gaap:OperatingLeaseWeightedAverageRemainingLeaseTerm1", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R62": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:LesseeOperatingLeaseLiabilityMaturityTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i3eaa210d5ef44390af7d0eb7b854a795_I20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:LesseeOperatingLeaseLiabilityPaymentsDueNextTwelveMonths", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2447427 - Disclosure - Commitments and Contingencies - Future Minimum Lease Payments (Details)", "role": "http://www.liveperson.com/role/CommitmentsandContingenciesFutureMinimumLeasePaymentsDetails", "shortName": "Commitments and Contingencies - Future Minimum Lease Payments (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:LesseeOperatingLeaseLiabilityMaturityTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i3eaa210d5ef44390af7d0eb7b854a795_I20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:LesseeOperatingLeaseLiabilityPaymentsDueNextTwelveMonths", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R63": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i99884e92baad403492871ce2f0587178_D20180101-20181231", "decimals": "2", "first": true, "lang": "en-US", "name": "us-gaap:DefinedContributionPlanEmployerMatchingContributionPercentOfMatch", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2448428 - Disclosure - Commitments and Contingencies - Employee Benefit Plans, Letters of Credit, and Non-Income Related Taxes (Details)", "role": "http://www.liveperson.com/role/CommitmentsandContingenciesEmployeeBenefitPlansLettersofCreditandNonIncomeRelatedTaxesDetails", "shortName": "Commitments and Contingencies - Employee Benefit Plans, Letters of Credit, and Non-Income Related Taxes (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i99884e92baad403492871ce2f0587178_D20180101-20181231", "decimals": "2", "first": true, "lang": "en-US", "name": "us-gaap:DefinedContributionPlanEmployerMatchingContributionPercentOfMatch", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" } }, "R64": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i21256fce9f9f45d2ba2f592fe736bc25_D20191101-20191130", "decimals": "INF", "first": true, "lang": "en-US", "name": "lpsn:CommonStockIncreaseInSharesAuthorizedDuringThePeriod", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2451429 - Disclosure - Stockholders' Equity - Narrative (Details)", "role": "http://www.liveperson.com/role/StockholdersEquityNarrativeDetails", "shortName": "Stockholders' Equity - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i21256fce9f9f45d2ba2f592fe736bc25_D20191101-20191130", "decimals": "INF", "first": true, "lang": "en-US", "name": "lpsn:CommonStockIncreaseInSharesAuthorizedDuringThePeriod", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R65": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedDividendRate", "reportCount": 1, "unitRef": "number", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2452430 - Disclosure - Stockholders' Equity - Weighted Average Assumption (Details)", "role": "http://www.liveperson.com/role/StockholdersEquityWeightedAverageAssumptionDetails", "shortName": "Stockholders' Equity - Weighted Average Assumption (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": "4", "lang": "en-US", "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRateMinimum", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" } }, "R66": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i535036542a684a6d8c3fb12556251a92_I20191231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber", "reportCount": 1, "unitRef": "shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2453431 - Disclosure - Stockholders' Equity - Stock Option Activity (Details)", "role": "http://www.liveperson.com/role/StockholdersEquityStockOptionActivityDetails", "shortName": "Stockholders' Equity - Stock Option Activity (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i0d99e1cf672a4a6c87059d6117b7d393_I20171231", "decimals": "-3", "lang": "en-US", "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R67": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfShareBasedCompensationRestrictedStockUnitsAwardActivityTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i3eaa210d5ef44390af7d0eb7b854a795_I20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "lpsn:SharebasedCompensationArrangementbySharebasedPaymentAwardEquityInstrumentsOtherthanOptionsExpectedToVestNumber", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2454432 - Disclosure - Stockholders' Equity - Restricted Stock Unit Activity (Details)", "role": "http://www.liveperson.com/role/StockholdersEquityRestrictedStockUnitActivityDetails", "shortName": "Stockholders' Equity - Restricted Stock Unit Activity (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfShareBasedCompensationRestrictedStockUnitsAwardActivityTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i3eaa210d5ef44390af7d0eb7b854a795_I20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "lpsn:SharebasedCompensationArrangementbySharebasedPaymentAwardEquityInstrumentsOtherthanOptionsExpectedToVestNumber", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R68": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i3eaa210d5ef44390af7d0eb7b854a795_I20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:DeferredTaxAssetsValuationAllowance", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2457433 - Disclosure - Income Taxes - Narrative (Details)", "role": "http://www.liveperson.com/role/IncomeTaxesNarrativeDetails", "shortName": "Income Taxes - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": "-5", "lang": "en-US", "name": "lpsn:ValuationAllowanceDeferredTaxAssetIncreaseGross", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R69": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:IncomeLossFromContinuingOperationsBeforeIncomeTaxesDomestic", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2458434 - Disclosure - Income Taxes - Domestic and Foreign Components of Income Before Provision for Income Taxes (Details)", "role": "http://www.liveperson.com/role/IncomeTaxesDomesticandForeignComponentsofIncomeBeforeProvisionforIncomeTaxesDetails", "shortName": "Income Taxes - Domestic and Foreign Components of Income Before Provision for Income Taxes (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:IncomeLossFromContinuingOperationsBeforeIncomeTaxesDomestic", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R7": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i9e86fa447e18487c986be81821833ea3_I20171231", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:SharesOutstanding", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1006007 - Statement - Consolidated Statements of Stockholders' Equity", "role": "http://www.liveperson.com/role/ConsolidatedStatementsofStockholdersEquity", "shortName": "Consolidated Statements of Stockholders' Equity", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i9e86fa447e18487c986be81821833ea3_I20171231", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:SharesOutstanding", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R70": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:CurrentFederalTaxExpenseBenefit", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2459435 - Disclosure - Income Taxes - Schedule of Provision for Income Taxes (Details)", "role": "http://www.liveperson.com/role/IncomeTaxesScheduleofProvisionforIncomeTaxesDetails", "shortName": "Income Taxes - Schedule of Provision for Income Taxes (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:CurrentFederalTaxExpenseBenefit", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R71": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2460436 - Disclosure - Income Taxes - Schedule of Reconciliations of Federal Statutory Tax Rate to Effective Income Tax Rate (Details)", "role": "http://www.liveperson.com/role/IncomeTaxesScheduleofReconciliationsofFederalStatutoryTaxRatetoEffectiveIncomeTaxRateDetails", "shortName": "Income Taxes - Schedule of Reconciliations of Federal Statutory Tax Rate to Effective Income Tax Rate (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" } }, "R72": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i3eaa210d5ef44390af7d0eb7b854a795_I20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:DeferredTaxAssetsOperatingLossCarryforwards", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2461437 - Disclosure - Income Taxes - Schedule of Federal Deferred Tax Assets and Deferred Tax Liabilities (Details)", "role": "http://www.liveperson.com/role/IncomeTaxesScheduleofFederalDeferredTaxAssetsandDeferredTaxLiabilitiesDetails", "shortName": "Income Taxes - Schedule of Federal Deferred Tax Assets and Deferred Tax Liabilities (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i3eaa210d5ef44390af7d0eb7b854a795_I20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:DeferredTaxAssetsOperatingLossCarryforwards", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R73": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfUnrecognizedTaxBenefitsRollForwardTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i535036542a684a6d8c3fb12556251a92_I20191231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:UnrecognizedTaxBenefits", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2462438 - Disclosure - Income Taxes - Schedule of Unrecognized Tax Benefits (Details)", "role": "http://www.liveperson.com/role/IncomeTaxesScheduleofUnrecognizedTaxBenefitsDetails", "shortName": "Income Taxes - Schedule of Unrecognized Tax Benefits (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfUnrecognizedTaxBenefitsRollForwardTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": "-3", "lang": "en-US", "name": "us-gaap:UnrecognizedTaxBenefitsDecreasesResultingFromPriorPeriodTaxPositions", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R74": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:RestructuringCharges", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2466439 - Disclosure - Restructuring Costs - Narrative (Details)", "role": "http://www.liveperson.com/role/RestructuringCostsNarrativeDetails", "shortName": "Restructuring Costs - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": null }, "R75": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i535036542a684a6d8c3fb12556251a92_I20191231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:RestructuringReserve", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2467440 - Disclosure - Restructuring Costs -Liability for Restructuring Charges (Details)", "role": "http://www.liveperson.com/role/RestructuringCostsLiabilityforRestructuringChargesDetails", "shortName": "Restructuring Costs -Liability for Restructuring Charges (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": "-3", "lang": "en-US", "name": "us-gaap:OtherRestructuringCosts", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R76": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:RestructuringCharges", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2468441 - Disclosure - Restructuring Costs - Restructuring Charges (Details)", "role": "http://www.liveperson.com/role/RestructuringCostsRestructuringChargesDetails", "shortName": "Restructuring Costs - Restructuring Charges (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i816ca23e6d504bb9b3cfb5ffdba23782_D20200101-20201231", "decimals": "-3", "lang": "en-US", "name": "us-gaap:RestructuringCharges", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R8": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:NetIncomeLoss", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1007008 - Statement - Consolidated Statements of Cash Flows", "role": "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows", "shortName": "Consolidated Statements of Cash Flows", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": "-3", "lang": "en-US", "name": "lpsn:TenantAllowanceAmortizationLessee", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R9": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:BusinessDescriptionAndAccountingPoliciesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2101101 - Disclosure - Description of Business and Summary of Significant Accounting Policies", "role": "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPolicies", "shortName": "Description of Business and Summary of Significant Accounting Policies", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "lpsn-20201231.htm", "contextRef": "i253a4e5f61c94ffeb48177fa37565f79_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:BusinessDescriptionAndAccountingPoliciesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } } }, "segmentCount": 94, "tag": { "country_AU": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "AUSTRALIA", "terseLabel": "Australia" } } }, "localname": "AU", "nsuri": "http://xbrl.sec.gov/country/2020-01-31", "presentation": [ "http://www.liveperson.com/role/IncomeTaxesDomesticandForeignComponentsofIncomeBeforeProvisionforIncomeTaxesDetails", "http://www.liveperson.com/role/SegmentInformationLongLivedAssetsbyGeographicRegionDetails" ], "xbrltype": "domainItemType" }, "country_DE": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "GERMANY", "terseLabel": "Germany" } } }, "localname": "DE", "nsuri": "http://xbrl.sec.gov/country/2020-01-31", "presentation": [ "http://www.liveperson.com/role/IncomeTaxesDomesticandForeignComponentsofIncomeBeforeProvisionforIncomeTaxesDetails" ], "xbrltype": "domainItemType" }, "country_GB": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "UNITED KINGDOM", "terseLabel": "United Kingdom" } } }, "localname": "GB", "nsuri": "http://xbrl.sec.gov/country/2020-01-31", "presentation": [ "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesRevenuebyGeographicRegionDetails", "http://www.liveperson.com/role/IncomeTaxesDomesticandForeignComponentsofIncomeBeforeProvisionforIncomeTaxesDetails" ], "xbrltype": "domainItemType" }, "country_IL": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "ISRAEL", "terseLabel": "Israel" } } }, "localname": "IL", "nsuri": "http://xbrl.sec.gov/country/2020-01-31", "presentation": [ "http://www.liveperson.com/role/IncomeTaxesDomesticandForeignComponentsofIncomeBeforeProvisionforIncomeTaxesDetails", "http://www.liveperson.com/role/SegmentInformationLongLivedAssetsbyGeographicRegionDetails" ], "xbrltype": "domainItemType" }, "country_NL": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "NETHERLANDS", "terseLabel": "Netherlands" } } }, "localname": "NL", "nsuri": "http://xbrl.sec.gov/country/2020-01-31", "presentation": [ "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesRevenuebyGeographicRegionDetails", "http://www.liveperson.com/role/IncomeTaxesDomesticandForeignComponentsofIncomeBeforeProvisionforIncomeTaxesDetails", "http://www.liveperson.com/role/SegmentInformationLongLivedAssetsbyGeographicRegionDetails" ], "xbrltype": "domainItemType" }, "country_US": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "UNITED STATES", "terseLabel": "United States" } } }, "localname": "US", "nsuri": "http://xbrl.sec.gov/country/2020-01-31", "presentation": [ "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesRevenuebyGeographicRegionDetails", "http://www.liveperson.com/role/SegmentInformationLongLivedAssetsbyGeographicRegionDetails" ], "xbrltype": "domainItemType" }, "dei_AmendmentFlag": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.", "label": "Amendment Flag", "terseLabel": "Amendment Flag" } } }, "localname": "AmendmentFlag", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.liveperson.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_CityAreaCode": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Area code of city", "label": "City Area Code", "terseLabel": "City Area Code" } } }, "localname": "CityAreaCode", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.liveperson.com/role/Cover" ], "xbrltype": "normalizedStringItemType" }, "dei_CoverAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Cover page.", "label": "Cover [Abstract]", "terseLabel": "Cover [Abstract]" } } }, "localname": "CoverAbstract", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "xbrltype": "stringItemType" }, "dei_CurrentFiscalYearEndDate": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "End date of current fiscal year in the format --MM-DD.", "label": "Current Fiscal Year End Date", "terseLabel": "Current Fiscal Year End Date" } } }, "localname": "CurrentFiscalYearEndDate", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.liveperson.com/role/Cover" ], "xbrltype": "gMonthDayItemType" }, "dei_DocumentAnnualReport": { "auth_ref": [ "r604", "r605", "r606" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true only for a form used as an annual report.", "label": "Document Annual Report", "terseLabel": "Document Annual Report" } } }, "localname": "DocumentAnnualReport", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.liveperson.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_DocumentFiscalPeriodFocus": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Fiscal period values are FY, Q1, Q2, and Q3. 1st, 2nd and 3rd quarter 10-Q or 10-QT statements have value Q1, Q2, and Q3 respectively, with 10-K, 10-KT or other fiscal year statements having FY.", "label": "Document Fiscal Period Focus", "terseLabel": "Document Fiscal Period Focus" } } }, "localname": "DocumentFiscalPeriodFocus", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.liveperson.com/role/Cover" ], "xbrltype": "fiscalPeriodItemType" }, "dei_DocumentFiscalYearFocus": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "This is focus fiscal year of the document report in YYYY format. For a 2006 annual report, which may also provide financial information from prior periods, fiscal 2006 should be given as the fiscal year focus. Example: 2006.", "label": "Document Fiscal Year Focus", "terseLabel": "Document Fiscal Year Focus" } } }, "localname": "DocumentFiscalYearFocus", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.liveperson.com/role/Cover" ], "xbrltype": "gYearItemType" }, "dei_DocumentPeriodEndDate": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The end date of the period reflected on the cover page if a periodic report. For all other reports and registration statements containing historical data, it is the date up through which that historical data is presented. If there is no historical data in the report, use the filing date. The format of the date is YYYY-MM-DD.", "label": "Document Period End Date", "terseLabel": "Document Period End Date" } } }, "localname": "DocumentPeriodEndDate", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.liveperson.com/role/Cover" ], "xbrltype": "dateItemType" }, "dei_DocumentTransitionReport": { "auth_ref": [ "r607" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true only for a form used as a transition report.", "label": "Document Transition Report", "terseLabel": "Document Transition Report" } } }, "localname": "DocumentTransitionReport", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.liveperson.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_DocumentType": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.", "label": "Document Type", "terseLabel": "Document Type" } } }, "localname": "DocumentType", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.liveperson.com/role/Cover" ], "xbrltype": "submissionTypeItemType" }, "dei_DocumentsIncorporatedByReferenceTextBlock": { "auth_ref": [ "r602" ], "lang": { "en-us": { "role": { "documentation": "Documents incorporated by reference.", "label": "Documents Incorporated by Reference [Text Block]", "terseLabel": "Documents Incorporated by Reference" } } }, "localname": "DocumentsIncorporatedByReferenceTextBlock", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.liveperson.com/role/Cover" ], "xbrltype": "textBlockItemType" }, "dei_EntityAddressAddressLine1": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Address Line 1 such as Attn, Building Name, Street Name", "label": "Entity Address, Address Line One", "terseLabel": "Entity Address, Address Line One" } } }, "localname": "EntityAddressAddressLine1", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.liveperson.com/role/Cover" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityAddressCityOrTown": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Name of the City or Town", "label": "Entity Address, City or Town", "terseLabel": "Entity Address, City or Town" } } }, "localname": "EntityAddressCityOrTown", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.liveperson.com/role/Cover" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityAddressPostalZipCode": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Code for the postal or zip code", "label": "Entity Address, Postal Zip Code", "terseLabel": "Entity Address, Postal Zip Code" } } }, "localname": "EntityAddressPostalZipCode", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.liveperson.com/role/Cover" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityAddressStateOrProvince": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Name of the state or province.", "label": "Entity Address, State or Province", "terseLabel": "Entity Address, State or Province" } } }, "localname": "EntityAddressStateOrProvince", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.liveperson.com/role/Cover" ], "xbrltype": "stateOrProvinceItemType" }, "dei_EntityCentralIndexKey": { "auth_ref": [ "r608" ], "lang": { "en-us": { "role": { "documentation": "A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.", "label": "Entity Central Index Key", "terseLabel": "Entity Central Index Key" } } }, "localname": "EntityCentralIndexKey", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.liveperson.com/role/Cover" ], "xbrltype": "centralIndexKeyItemType" }, "dei_EntityCommonStockSharesOutstanding": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Indicate number of shares or other units outstanding of each of registrant's classes of capital or common stock or other ownership interests, if and as stated on cover of related periodic report. Where multiple classes or units exist define each class/interest by adding class of stock items such as Common Class A [Member], Common Class B [Member] or Partnership Interest [Member] onto the Instrument [Domain] of the Entity Listings, Instrument.", "label": "Entity Common Stock, Shares Outstanding", "terseLabel": "Entity Common Stock, Shares Outstanding" } } }, "localname": "EntityCommonStockSharesOutstanding", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.liveperson.com/role/Cover" ], "xbrltype": "sharesItemType" }, "dei_EntityCurrentReportingStatus": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Indicate 'Yes' or 'No' whether registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. This information should be based on the registrant's current or most recent filing containing the related disclosure.", "label": "Entity Current Reporting Status", "terseLabel": "Entity Current Reporting Status" } } }, "localname": "EntityCurrentReportingStatus", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.liveperson.com/role/Cover" ], "xbrltype": "yesNoItemType" }, "dei_EntityEmergingGrowthCompany": { "auth_ref": [ "r608" ], "lang": { "en-us": { "role": { "documentation": "Indicate if registrant meets the emerging growth company criteria.", "label": "Entity Emerging Growth Company", "terseLabel": "Entity Emerging Growth Company" } } }, "localname": "EntityEmergingGrowthCompany", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.liveperson.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_EntityFileNumber": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.", "label": "Entity File Number", "terseLabel": "Entity File Number" } } }, "localname": "EntityFileNumber", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.liveperson.com/role/Cover" ], "xbrltype": "fileNumberItemType" }, "dei_EntityFilerCategory": { "auth_ref": [ "r608" ], "lang": { "en-us": { "role": { "documentation": "Indicate whether the registrant is one of the following: Large Accelerated Filer, Accelerated Filer, Non-accelerated Filer. Definitions of these categories are stated in Rule 12b-2 of the Exchange Act. This information should be based on the registrant's current or most recent filing containing the related disclosure.", "label": "Entity Filer Category", "terseLabel": "Entity Filer Category" } } }, "localname": "EntityFilerCategory", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.liveperson.com/role/Cover" ], "xbrltype": "filerCategoryItemType" }, "dei_EntityIncorporationStateCountryCode": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Two-character EDGAR code representing the state or country of incorporation.", "label": "Entity Incorporation, State or Country Code", "terseLabel": "Entity Incorporation, State or Country Code" } } }, "localname": "EntityIncorporationStateCountryCode", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.liveperson.com/role/Cover" ], "xbrltype": "edgarStateCountryItemType" }, "dei_EntityInteractiveDataCurrent": { "auth_ref": [ "r609" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true when the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).", "label": "Entity Interactive Data Current", "terseLabel": "Entity Interactive Data Current" } } }, "localname": "EntityInteractiveDataCurrent", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.liveperson.com/role/Cover" ], "xbrltype": "yesNoItemType" }, "dei_EntityPublicFloat": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter.", "label": "Entity Public Float", "terseLabel": "Entity Public Float" } } }, "localname": "EntityPublicFloat", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.liveperson.com/role/Cover" ], "xbrltype": "monetaryItemType" }, "dei_EntityRegistrantName": { "auth_ref": [ "r608" ], "lang": { "en-us": { "role": { "documentation": "The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.", "label": "Entity Registrant Name", "terseLabel": "Entity Registrant Name" } } }, "localname": "EntityRegistrantName", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.liveperson.com/role/Cover" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityShellCompany": { "auth_ref": [ "r608" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true when the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.", "label": "Entity Shell Company", "terseLabel": "Entity Shell Company" } } }, "localname": "EntityShellCompany", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.liveperson.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_EntitySmallBusiness": { "auth_ref": [ "r608" ], "lang": { "en-us": { "role": { "documentation": "Indicates that the company is a Smaller Reporting Company (SRC).", "label": "Entity Small Business", "terseLabel": "Entity Small Business" } } }, "localname": "EntitySmallBusiness", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.liveperson.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_EntityTaxIdentificationNumber": { "auth_ref": [ "r608" ], "lang": { "en-us": { "role": { "documentation": "The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.", "label": "Entity Tax Identification Number", "terseLabel": "Entity Tax Identification Number" } } }, "localname": "EntityTaxIdentificationNumber", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.liveperson.com/role/Cover" ], "xbrltype": "employerIdItemType" }, "dei_EntityVoluntaryFilers": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Indicate 'Yes' or 'No' if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.", "label": "Entity Voluntary Filers", "terseLabel": "Entity Voluntary Filers" } } }, "localname": "EntityVoluntaryFilers", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.liveperson.com/role/Cover" ], "xbrltype": "yesNoItemType" }, "dei_EntityWellKnownSeasonedIssuer": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Indicate 'Yes' or 'No' if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Is used on Form Type: 10-K, 10-Q, 8-K, 20-F, 6-K, 10-K/A, 10-Q/A, 20-F/A, 6-K/A, N-CSR, N-Q, N-1A.", "label": "Entity Well-known Seasoned Issuer", "terseLabel": "Entity Well-known Seasoned Issuer" } } }, "localname": "EntityWellKnownSeasonedIssuer", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.liveperson.com/role/Cover" ], "xbrltype": "yesNoItemType" }, "dei_IcfrAuditorAttestationFlag": { "auth_ref": [ "r604", "r605", "r606" ], "lang": { "en-us": { "role": { "label": "ICFR Auditor Attestation Flag", "terseLabel": "ICFR Auditor Attestation Flag" } } }, "localname": "IcfrAuditorAttestationFlag", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.liveperson.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_LocalPhoneNumber": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Local phone number for entity.", "label": "Local Phone Number", "terseLabel": "Local Phone Number" } } }, "localname": "LocalPhoneNumber", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.liveperson.com/role/Cover" ], "xbrltype": "normalizedStringItemType" }, "dei_Security12bTitle": { "auth_ref": [ "r601" ], "lang": { "en-us": { "role": { "documentation": "Title of a 12(b) registered security.", "label": "Title of 12(b) Security", "terseLabel": "Title of 12(b) Security" } } }, "localname": "Security12bTitle", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.liveperson.com/role/Cover" ], "xbrltype": "securityTitleItemType" }, "dei_SecurityExchangeName": { "auth_ref": [ "r603" ], "lang": { "en-us": { "role": { "documentation": "Name of the Exchange on which a security is registered.", "label": "Security Exchange Name", "terseLabel": "Security Exchange Name" } } }, "localname": "SecurityExchangeName", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.liveperson.com/role/Cover" ], "xbrltype": "edgarExchangeCodeItemType" }, "dei_TradingSymbol": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Trading symbol of an instrument as listed on an exchange.", "label": "Trading Symbol", "terseLabel": "Trading Symbol" } } }, "localname": "TradingSymbol", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.liveperson.com/role/Cover" ], "xbrltype": "tradingSymbolItemType" }, "exch_XPST": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "POSIT - ASIA PACIFIC [Member]", "terseLabel": "APAC" } } }, "localname": "XPST", "nsuri": "http://xbrl.sec.gov/exch/2020-01-31", "presentation": [ "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesRevenuebyGeographicRegionDetails" ], "xbrltype": "domainItemType" }, "lpsn_A2018PlanMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "2018 Plan [Member]", "label": "2018 Plan [Member]", "terseLabel": "2018 Plan" } } }, "localname": "A2018PlanMember", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/StockholdersEquityNarrativeDetails" ], "xbrltype": "domainItemType" }, "lpsn_AccruedSalesTaxLiabilityIncludingInterest": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Accrued Sales Tax Liability, Including Interest", "label": "Accrued Sales Tax Liability, Including Interest", "terseLabel": "Accrued sales tax, including interest" } } }, "localname": "AccruedSalesTaxLiabilityIncludingInterest", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/CommitmentsandContingenciesEmployeeBenefitPlansLettersofCreditandNonIncomeRelatedTaxesDetails" ], "xbrltype": "monetaryItemType" }, "lpsn_AdjustmentstoAdditionalPaidinCapitalCappedCallOptionIssuanceCosts": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of decrease in additional paid in capital (APIC) resulting from direct costs associated with issuing capped call options. Includes, but is not limited to, legal and accounting fees and direct costs associated with issuance.", "label": "Adjustments to Additional Paid in Capital, Capped Call Option, Issuance Costs", "negatedTerseLabel": "Purchase of capped call option", "terseLabel": "Reduction to additional paid-in-capital related to called caps" } } }, "localname": "AdjustmentstoAdditionalPaidinCapitalCappedCallOptionIssuanceCosts", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofStockholdersEquity", "http://www.liveperson.com/role/ConvertibleSeniorNotesandCappedCallTransactionsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "lpsn_AdjustmentstoAdditionalPaidinCapitalDebtConversionOptionIssuanceCosts": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of decrease in additional paid in capital (APIC) resulting from direct costs associated with issuing debt conversion option. Includes, but is not limited to, legal and accounting fees and other direct costs of issuance.", "label": "Adjustments to Additional Paid in Capital, Debt Conversion Option, Issuance Costs", "negatedTerseLabel": "Equity component of convertible senior notes issuance costs", "terseLabel": "Adjustments to additional paid in capital related to issuance costs attributable to equity component" } } }, "localname": "AdjustmentstoAdditionalPaidinCapitalDebtConversionOptionIssuanceCosts", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofStockholdersEquity", "http://www.liveperson.com/role/ConvertibleSeniorNotesandCappedCallTransactionsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "lpsn_AdvantageTecIncMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "AdvantageTec Inc [Member]", "label": "AdvantageTec Inc [Member]", "terseLabel": "AdvantageTec" } } }, "localname": "AdvantageTecIncMember", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/AcquisitionsDetails", "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows", "http://www.liveperson.com/role/FairValueMeasurementsLevel3LiabilitiesDetails", "http://www.liveperson.com/role/FairValueMeasurementsNarrativeDetails" ], "xbrltype": "domainItemType" }, "lpsn_AggregatePrincipalFromExerciseInFullOfOverAllotmentOptions": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Aggregate Principal From Exercise In Full Of Over-Allotment Options", "label": "Aggregate Principal From Exercise In Full Of Over-Allotment Options", "terseLabel": "Aggregate principal from exercise in full of over-allotment options" } } }, "localname": "AggregatePrincipalFromExerciseInFullOfOverAllotmentOptions", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/ConvertibleSeniorNotesandCappedCallTransactionsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "lpsn_AmortizationOfIntangibleAssetsAndFinanceLeases": { "auth_ref": [], "calculation": { "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows": { "order": 6.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amortization Of Intangible Assets And Finance Leases", "label": "Amortization Of Intangible Assets And Finance Leases", "terseLabel": "Amortization of purchased intangibles and finance leases" } } }, "localname": "AmortizationOfIntangibleAssetsAndFinanceLeases", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "lpsn_AmortizationofIntangibleAssetsNonproduction": { "auth_ref": [], "calculation": { "http://www.liveperson.com/role/ConsolidatedStatementsofOperations": { "order": 6.0, "parentTag": "us-gaap_CostsAndExpenses", "weight": 1.0 }, "http://www.liveperson.com/role/SegmentInformationFinancialInformationbySegmentDetails": { "order": 4.0, "parentTag": "us-gaap_OperatingIncomeLoss", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amortization of Intangible Assets, Nonproduction", "label": "Amortization of Intangible Assets, Nonproduction", "terseLabel": "Amortization of purchased intangibles" } } }, "localname": "AmortizationofIntangibleAssetsNonproduction", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofOperations", "http://www.liveperson.com/role/SegmentInformationFinancialInformationbySegmentDetails" ], "xbrltype": "monetaryItemType" }, "lpsn_BotCentralMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "BotCentral [Member]", "label": "BotCentral [Member]", "terseLabel": "BotCentral" } } }, "localname": "BotCentralMember", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/AcquisitionsDetails", "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "domainItemType" }, "lpsn_BusinessCombinationContingentConsiderationArrangementsChangeinAmountofContingentConsideration": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration", "label": "Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration", "terseLabel": "Fair value of contingent earn-out in connection with the acquisition recorded in accrued expenses" } } }, "localname": "BusinessCombinationContingentConsiderationArrangementsChangeinAmountofContingentConsideration", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "lpsn_BusinessMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Business [Member].", "label": "Business [Member]", "terseLabel": "Business" } } }, "localname": "BusinessMember", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/GoodwillandIntangibleAssetsChangesinCarryingAmountofGoodwillDetails" ], "xbrltype": "domainItemType" }, "lpsn_CapitalExpendituresPaidByLandlord": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Capital Expenditures Paid By Landlord", "label": "Capital Expenditures Paid By Landlord", "terseLabel": "Leasehold improvements funded by landlord" } } }, "localname": "CapitalExpendituresPaidByLandlord", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "lpsn_CappedCallsInitialCapPrice": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Capped Calls, Initial Cap Price", "label": "Capped Calls, Initial Cap Price", "terseLabel": "Capped caps initial cap price (in dollars per share)" } } }, "localname": "CappedCallsInitialCapPrice", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/ConvertibleSeniorNotesandCappedCallTransactionsNarrativeDetails" ], "xbrltype": "perShareItemType" }, "lpsn_CappedCallsInitialOptionStrikePrice": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Capped Calls, Initial Option Strike Price", "label": "Capped Calls, Initial Option Strike Price", "terseLabel": "Capped caps initial strike price (in dollars per share)" } } }, "localname": "CappedCallsInitialOptionStrikePrice", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/ConvertibleSeniorNotesandCappedCallTransactionsNarrativeDetails" ], "xbrltype": "perShareItemType" }, "lpsn_CappedCallsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Capped Calls [Member]", "label": "Capped Calls [Member]", "terseLabel": "Capped calls" } } }, "localname": "CappedCallsMember", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/ConvertibleSeniorNotesandCappedCallTransactionsNarrativeDetails" ], "xbrltype": "domainItemType" }, "lpsn_CommonStockIncreaseInSharesAuthorizedDuringThePeriod": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Common Stock, Increase In Shares Authorized During The Period", "label": "Common Stock, Increase In Shares Authorized During The Period", "terseLabel": "Increase in common stock authorized (in shares)" } } }, "localname": "CommonStockIncreaseInSharesAuthorizedDuringThePeriod", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/StockholdersEquityNarrativeDetails" ], "xbrltype": "sharesItemType" }, "lpsn_ComputerEquipmentAndSoftwareMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Computer Equipment And Software [Member]", "label": "Computer Equipment And Software [Member]", "terseLabel": "Computer equipment and software" } } }, "localname": "ComputerEquipmentAndSoftwareMember", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesNarrativeDetails", "http://www.liveperson.com/role/PropertyandEquipmentBalancesDetails" ], "xbrltype": "domainItemType" }, "lpsn_ConsumerBusinessMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Consumer Business [Member]", "label": "Consumer Business [Member]", "terseLabel": "Business" } } }, "localname": "ConsumerBusinessMember", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/SegmentInformationFinancialInformationbySegmentDetails" ], "xbrltype": "domainItemType" }, "lpsn_ConsumerMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Consumer [Member]", "label": "Consumer [Member]", "terseLabel": "Consumer" } } }, "localname": "ConsumerMember", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/GoodwillandIntangibleAssetsChangesinCarryingAmountofGoodwillDetails", "http://www.liveperson.com/role/SegmentInformationFinancialInformationbySegmentDetails" ], "xbrltype": "domainItemType" }, "lpsn_ContingentEarnOutMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Contingent Earn-Out [Member]", "label": "Contingent Earn-Out [Member]", "terseLabel": "Contingent earn-out" } } }, "localname": "ContingentEarnOutMember", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/AcquisitionsDetails", "http://www.liveperson.com/role/FairValueMeasurementsAssetsandLiabilitiesMeasuredatFairValueDetails", "http://www.liveperson.com/role/FairValueMeasurementsLevel3LiabilitiesDetails", "http://www.liveperson.com/role/FairValueMeasurementsNarrativeDetails" ], "xbrltype": "domainItemType" }, "lpsn_ContingentEarnOutSettledInStock": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Contingent Earn Out Settled In Stock", "label": "Contingent Earn Out Settled In Stock", "terseLabel": "Contingent Earn Out Settled In Stock" } } }, "localname": "ContingentEarnOutSettledInStock", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/AcquisitionsDetails" ], "xbrltype": "monetaryItemType" }, "lpsn_ContingentEarnoutLiability": { "auth_ref": [], "calculation": { "http://www.liveperson.com/role/AccruedLiabilitiesandOtherCurrentLiabilitiesDetails": { "order": 5.0, "parentTag": "us-gaap_AccruedLiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Contingent earnout liability.", "label": "Contingent Earnout Liability", "terseLabel": "Contingent earn-out (Note 8)" } } }, "localname": "ContingentEarnoutLiability", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/AccruedLiabilitiesandOtherCurrentLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "lpsn_ContractBalancesRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Contract Balances [Roll Forward]", "label": "Contract Balances [Roll Forward]", "terseLabel": "Contract Balances [Roll Forward]" } } }, "localname": "ContractBalancesRollForward", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesReceivablesandDeferredRevenueDetails" ], "xbrltype": "stringItemType" }, "lpsn_ContractWithCustomerLiabilityIncludingNewContractRevenueRecognized": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Contract With Customer, Liability, Including New Contract Revenue, Recognized", "label": "Contract With Customer, Liability, Including New Contract Revenue, Recognized", "terseLabel": "Revenue from satisfaction of performance obligations and revenue recognized that was included in deferred revenue" } } }, "localname": "ContractWithCustomerLiabilityIncludingNewContractRevenueRecognized", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "lpsn_ConversableInc1Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Conversable Inc 1 [Member]", "label": "Conversable Inc 1 [Member]", "terseLabel": "Conversable Dec 13 2019" } } }, "localname": "ConversableInc1Member", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "domainItemType" }, "lpsn_ConversableInc2Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Conversable Inc 2 [Member]", "label": "Conversable Inc 2 [Member]", "terseLabel": "Conversable Sep 27 2018" } } }, "localname": "ConversableInc2Member", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "domainItemType" }, "lpsn_ConversableIncAndAdvntageTecIncMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Conversable Inc And AdvntageTec Inc [Member]", "label": "Conversable Inc And AdvntageTec Inc [Member]", "terseLabel": "Conversable Inc and AdvantageTec" } } }, "localname": "ConversableIncAndAdvntageTecIncMember", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/FairValueMeasurementsNarrativeDetails" ], "xbrltype": "domainItemType" }, "lpsn_ConversableIncMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Conversable Inc [Member]", "label": "Conversable Inc [Member]", "terseLabel": "Conversable Inc" } } }, "localname": "ConversableIncMember", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/AcquisitionsDetails", "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows", "http://www.liveperson.com/role/FairValueMeasurementsLevel3LiabilitiesDetails" ], "xbrltype": "domainItemType" }, "lpsn_ConvertibleDebtEquityComponentAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Convertible Debt Equity Component [Abstract]", "label": "Convertible Debt Equity Component [Abstract]", "terseLabel": "Carrying Amount of Equity Component:" } } }, "localname": "ConvertibleDebtEquityComponentAbstract", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/ConvertibleSeniorNotesandCappedCallTransactionsCarryingAmountandInterestExpenseDetails" ], "xbrltype": "stringItemType" }, "lpsn_ConvertibleSeniorNotesDue2024Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Convertible Senior Notes Due 2024", "label": "Convertible Senior Notes Due 2024 [Member]", "terseLabel": "2024 Notes" } } }, "localname": "ConvertibleSeniorNotesDue2024Member", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/ConvertibleSeniorNotesandCappedCallTransactionsNarrativeDetails" ], "xbrltype": "domainItemType" }, "lpsn_ConvertibleSeniorNotesDue2026Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Convertible Senior Notes Due 2026", "label": "Convertible Senior Notes Due 2026 [Member]", "terseLabel": "2026 Notes" } } }, "localname": "ConvertibleSeniorNotesDue2026Member", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/ConvertibleSeniorNotesandCappedCallTransactionsNarrativeDetails" ], "xbrltype": "domainItemType" }, "lpsn_ConvertibleSeniorNotesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Convertible Senior Notes [Member]", "label": "Convertible Senior Notes [Member]", "terseLabel": "Convertible Senior Notes" } } }, "localname": "ConvertibleSeniorNotesMember", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/ConvertibleSeniorNotesandCappedCallTransactionsCarryingAmountandInterestExpenseDetails" ], "xbrltype": "domainItemType" }, "lpsn_DebtConversionOptionsIssuedDuringPeriod": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Debt Conversion Options Issued During Period", "label": "Debt Conversion Options Issued During Period", "terseLabel": "Equity component of convertible senior notes" } } }, "localname": "DebtConversionOptionsIssuedDuringPeriod", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofStockholdersEquity" ], "xbrltype": "monetaryItemType" }, "lpsn_DebtInstrumentConvertibleCarryingAmountOfEquityComponentNetOfIssuanceCosts": { "auth_ref": [], "calculation": { "http://www.liveperson.com/role/ConvertibleSeniorNotesandCappedCallTransactionsCarryingAmountandInterestExpenseDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Debt Instrument, Convertible, Carrying Amount Of Equity Component, Net Of Issuance Costs", "label": "Debt Instrument, Convertible, Carrying Amount Of Equity Component, Net Of Issuance Costs", "totalLabel": "Net carrying amount" } } }, "localname": "DebtInstrumentConvertibleCarryingAmountOfEquityComponentNetOfIssuanceCosts", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/ConvertibleSeniorNotesandCappedCallTransactionsCarryingAmountandInterestExpenseDetails" ], "xbrltype": "monetaryItemType" }, "lpsn_DebtInstrumentConvertibleFiveDayPeriodThresholdOfProductOfSalePriceOfStockAndConversionRate": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Debt Instrument, Convertible, Five Day Period, Threshold Of Product Of Sale Price Of Stock And Conversion Rate", "label": "Debt Instrument, Convertible, Five Day Period, Threshold Of Product Of Sale Price Of Stock And Conversion Rate", "terseLabel": "Threshold for five day period, product of sale price of common stock and conversion rate of notes" } } }, "localname": "DebtInstrumentConvertibleFiveDayPeriodThresholdOfProductOfSalePriceOfStockAndConversionRate", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/AcquisitionsDetails", "http://www.liveperson.com/role/ConvertibleSeniorNotesandCappedCallTransactionsNarrativeDetails" ], "xbrltype": "percentItemType" }, "lpsn_DebtInstrumentConvertibleNumberofEquityInstrumentsPer1000Principal": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Debt Instrument, Convertible, Number of Equity Instruments Per 1000 Principal", "label": "Debt Instrument, Convertible, Number of Equity Instruments Per 1000 Principal", "terseLabel": "Number of shares per convertible note" } } }, "localname": "DebtInstrumentConvertibleNumberofEquityInstrumentsPer1000Principal", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/ConvertibleSeniorNotesandCappedCallTransactionsNarrativeDetails" ], "xbrltype": "decimalItemType" }, "lpsn_DebtInstrumentUnitOfPrincipalForConversionAmount": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Debt Instrument, Unit Of Principal For Conversion, Amount", "label": "Debt Instrument, Unit Of Principal For Conversion, Amount", "terseLabel": "Debt instrument, unit of principal for conversion" } } }, "localname": "DebtInstrumentUnitOfPrincipalForConversionAmount", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/ConvertibleSeniorNotesandCappedCallTransactionsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "lpsn_DeferredFinanceCostsAllocatedToEquityComponent": { "auth_ref": [], "calculation": { "http://www.liveperson.com/role/ConvertibleSeniorNotesandCappedCallTransactionsCarryingAmountandInterestExpenseDetails": { "order": 2.0, "parentTag": "lpsn_DebtInstrumentConvertibleCarryingAmountOfEquityComponentNetOfIssuanceCosts", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Deferred Finance Costs, Allocated To Equity Component", "label": "Deferred Finance Costs, Allocated To Equity Component", "negatedTerseLabel": "Issuance costs" } } }, "localname": "DeferredFinanceCostsAllocatedToEquityComponent", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/ConvertibleSeniorNotesandCappedCallTransactionsCarryingAmountandInterestExpenseDetails" ], "xbrltype": "monetaryItemType" }, "lpsn_DeferredFinanceCostsLiabilityAndEquityComponent": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Deferred Finance Costs, Liability And Equity Component", "label": "Deferred Finance Costs, Liability And Equity Component", "terseLabel": "Total deferred issuance costs" } } }, "localname": "DeferredFinanceCostsLiabilityAndEquityComponent", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/ConvertibleSeniorNotesandCappedCallTransactionsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "lpsn_DeferredTaxAssetsLeaseLiabilities": { "auth_ref": [], "calculation": { "http://www.liveperson.com/role/IncomeTaxesScheduleofFederalDeferredTaxAssetsandDeferredTaxLiabilitiesDetails": { "order": 5.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Deferred Tax Assets, Lease Liabilities", "label": "Deferred Tax Assets, Lease Liabilities", "terseLabel": "Operating lease liability" } } }, "localname": "DeferredTaxAssetsLeaseLiabilities", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/IncomeTaxesScheduleofFederalDeferredTaxAssetsandDeferredTaxLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "lpsn_DeferredTaxAssetsOriginalIssueDiscount": { "auth_ref": [], "calculation": { "http://www.liveperson.com/role/IncomeTaxesScheduleofFederalDeferredTaxAssetsandDeferredTaxLiabilitiesDetails": { "order": 3.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Deferred Tax Assets, Original Issue Discount", "label": "Deferred Tax Assets, Original Issue Discount", "terseLabel": "Original Issue Discount" } } }, "localname": "DeferredTaxAssetsOriginalIssueDiscount", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/IncomeTaxesScheduleofFederalDeferredTaxAssetsandDeferredTaxLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "lpsn_DeferredTaxLiabilitiesContingentEarnOutAdjustments": { "auth_ref": [], "calculation": { "http://www.liveperson.com/role/IncomeTaxesScheduleofFederalDeferredTaxAssetsandDeferredTaxLiabilitiesDetails": { "order": 2.0, "parentTag": "us-gaap_DeferredIncomeTaxLiabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Deferred Tax Liabilities, Contingent Earn-Out Adjustments", "label": "Deferred Tax Liabilities, Contingent Earn-Out Adjustments", "negatedTerseLabel": "Goodwill amortization and contingent earn-out adjustments" } } }, "localname": "DeferredTaxLiabilitiesContingentEarnOutAdjustments", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/IncomeTaxesScheduleofFederalDeferredTaxAssetsandDeferredTaxLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "lpsn_DeferredTaxLiabilitiesConvertibleNotes": { "auth_ref": [], "calculation": { "http://www.liveperson.com/role/IncomeTaxesScheduleofFederalDeferredTaxAssetsandDeferredTaxLiabilitiesDetails": { "order": 3.0, "parentTag": "us-gaap_DeferredIncomeTaxLiabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Deferred Tax Liabilities, Convertible Notes", "label": "Deferred Tax Liabilities, Convertible Notes", "negatedTerseLabel": "Convertible Notes Issuance" } } }, "localname": "DeferredTaxLiabilitiesConvertibleNotes", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/IncomeTaxesScheduleofFederalDeferredTaxAssetsandDeferredTaxLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "lpsn_DefinedBenefitPlanEmployersContributionOfVestingPeriod": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Defined Benefit Plan Employers Contribution of Vesting Period", "label": "Defined Benefit Plan Employers Contribution Of Vesting Period", "terseLabel": "Employer contribution vesting period" } } }, "localname": "DefinedBenefitPlanEmployersContributionOfVestingPeriod", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/CommitmentsandContingenciesEmployeeBenefitPlansLettersofCreditandNonIncomeRelatedTaxesDetails" ], "xbrltype": "durationItemType" }, "lpsn_DefinedContributionPlanMatchGroupsAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Defined Contribution Plan Match Groups [Axis]", "label": "Defined Contribution Plan Match Groups [Axis]", "terseLabel": "Defined Contribution Plan Match Groups [Axis]" } } }, "localname": "DefinedContributionPlanMatchGroupsAxis", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/CommitmentsandContingenciesEmployeeBenefitPlansLettersofCreditandNonIncomeRelatedTaxesDetails" ], "xbrltype": "stringItemType" }, "lpsn_DefinedContributionPlanMatchGroupsDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "[Domain] for Defined Contribution Plan Match Groups [Axis]", "label": "Defined Contribution Plan Match Groups [Domain]", "terseLabel": "Defined Contribution Plan Match Groups [Domain]" } } }, "localname": "DefinedContributionPlanMatchGroupsDomain", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/CommitmentsandContingenciesEmployeeBenefitPlansLettersofCreditandNonIncomeRelatedTaxesDetails" ], "xbrltype": "domainItemType" }, "lpsn_EffectiveIncomeTaxRateReconciliationGlobalIntangibleLowTaxIncomeInclusion": { "auth_ref": [], "calculation": { "http://www.liveperson.com/role/IncomeTaxesScheduleofReconciliationsofFederalStatutoryTaxRatetoEffectiveIncomeTaxRateDetails": { "order": 4.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Effective Income Tax Rate Reconciliation, Global Intangible Low Tax Income Inclusion", "label": "Effective Income Tax Rate Reconciliation, Global Intangible Low Tax Income Inclusion", "terseLabel": "Global Intangible Low Tax Income Inclusion" } } }, "localname": "EffectiveIncomeTaxRateReconciliationGlobalIntangibleLowTaxIncomeInclusion", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/IncomeTaxesScheduleofReconciliationsofFederalStatutoryTaxRatetoEffectiveIncomeTaxRateDetails" ], "xbrltype": "percentItemType" }, "lpsn_EffectiveIncomeTaxRateReconciliationNondeductibleExpenseSection162": { "auth_ref": [], "calculation": { "http://www.liveperson.com/role/IncomeTaxesScheduleofReconciliationsofFederalStatutoryTaxRatetoEffectiveIncomeTaxRateDetails": { "order": 6.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Effective Income Tax Rate Reconciliation, Nondeductible Expense, Section 162", "label": "Effective Income Tax Rate Reconciliation, Nondeductible Expense, Section 162", "terseLabel": "Non-deductible excess compensation" } } }, "localname": "EffectiveIncomeTaxRateReconciliationNondeductibleExpenseSection162", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/IncomeTaxesScheduleofReconciliationsofFederalStatutoryTaxRatetoEffectiveIncomeTaxRateDetails" ], "xbrltype": "percentItemType" }, "lpsn_EmployeeStockPurchasePlanTwentyTenMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Employee Stock Purchase Plan, 2010 [Member]", "label": "Employee Stock Purchase Plan Twenty Ten [Member]", "terseLabel": "2010 Employee Stock Purchase Plan" } } }, "localname": "EmployeeStockPurchasePlanTwentyTenMember", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/StockholdersEquityNarrativeDetails" ], "xbrltype": "domainItemType" }, "lpsn_EstimatedSalesTaxLiabilityIncludingInterestMaximum": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Estimated Sales Tax Liability, Including Interest, Maximum", "label": "Estimated Sales Tax Liability, Including Interest, Maximum", "terseLabel": "Estimated sales tax liability, including interest, maximum" } } }, "localname": "EstimatedSalesTaxLiabilityIncludingInterestMaximum", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/CommitmentsandContingenciesEmployeeBenefitPlansLettersofCreditandNonIncomeRelatedTaxesDetails" ], "xbrltype": "monetaryItemType" }, "lpsn_EstimatedSalesTaxLiabilityIncludingInterestMinimum": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Estimated Sales Tax Liability, Including Interest, Minimum", "label": "Estimated Sales Tax Liability, Including Interest, Minimum", "terseLabel": "Estimated sales tax liability, including interest, minimum" } } }, "localname": "EstimatedSalesTaxLiabilityIncludingInterestMinimum", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/CommitmentsandContingenciesEmployeeBenefitPlansLettersofCreditandNonIncomeRelatedTaxesDetails" ], "xbrltype": "monetaryItemType" }, "lpsn_FairValueMeasurementwithUnobservableInputsReconciliationRecurringBasisLiabilityFairValueAdjustments": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Fair Value Adjustments", "label": "Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Fair Value Adjustments", "terseLabel": "Fair value adjustments", "verboseLabel": "Re-measurement to fair value increase (decrease)" } } }, "localname": "FairValueMeasurementwithUnobservableInputsReconciliationRecurringBasisLiabilityFairValueAdjustments", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/AcquisitionsDetails", "http://www.liveperson.com/role/FairValueMeasurementsLevel3LiabilitiesDetails", "http://www.liveperson.com/role/FairValueMeasurementsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "lpsn_FurnitureEquipmentAndBuildingImprovementsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Furniture, Equipment and Building Improvements [Member]", "label": "Furniture Equipment And Building Improvements [Member]", "terseLabel": "Furniture, equipment and building improvements" } } }, "localname": "FurnitureEquipmentAndBuildingImprovementsMember", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/PropertyandEquipmentBalancesDetails" ], "xbrltype": "domainItemType" }, "lpsn_HostedServicesBusinessMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Hosted Services - Business [Member]", "label": "Hosted Services - Business [Member]", "terseLabel": "Hosted Services - Business" } } }, "localname": "HostedServicesBusinessMember", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesDeferredRevenueDetails", "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesDisaggregationofRevenueDetails", "http://www.liveperson.com/role/SegmentInformationFinancialInformationbySegmentDetails" ], "xbrltype": "domainItemType" }, "lpsn_HostedServicesConsumerMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Hosted Services - Consumer [Member]", "label": "Hosted Services - Consumer [Member]", "terseLabel": "Hosted Services - Consumer" } } }, "localname": "HostedServicesConsumerMember", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesDeferredRevenueDetails", "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesDisaggregationofRevenueDetails", "http://www.liveperson.com/role/SegmentInformationFinancialInformationbySegmentDetails" ], "xbrltype": "domainItemType" }, "lpsn_IncreaseDecreaseInBilledAndUnbilledReceivables": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Increase (Decrease) In Billed And Unbilled Receivables", "label": "Increase (Decrease) In Billed And Unbilled Receivables", "terseLabel": "Increase (decrease) in receivables, net" } } }, "localname": "IncreaseDecreaseInBilledAndUnbilledReceivables", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesReceivablesandDeferredRevenueDetails" ], "xbrltype": "monetaryItemType" }, "lpsn_IncreaseDecreaseInCapitalizedContractCost": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Increase (Decrease) In Capitalized Contract Costs", "label": "Increase (Decrease) In Capitalized Contract Cost", "terseLabel": "Increase (decrease) in contract acquisition costs noncurrent, net" } } }, "localname": "IncreaseDecreaseInCapitalizedContractCost", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesReceivablesandDeferredRevenueDetails" ], "xbrltype": "monetaryItemType" }, "lpsn_IncreaseDecreaseInOperatingLeaseLiability": { "auth_ref": [], "calculation": { "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows": { "order": 19.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Increase (Decrease) In Operating Lease Liability", "label": "Increase (Decrease) In Operating Lease Liability", "terseLabel": "Decrease in net operating lease asset and liability" } } }, "localname": "IncreaseDecreaseInOperatingLeaseLiability", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "lpsn_IncreaseDecreaseInPrepaidExpenseAndOtherCurrentAssets": { "auth_ref": [], "calculation": { "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows": { "order": 13.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Increase (Decrease) In Prepaid Expense And Other Current Assets", "label": "Increase Decrease In Prepaid Expense And Other Current Assets", "negatedLabel": "Prepaid expenses and other current assets" } } }, "localname": "IncreaseDecreaseInPrepaidExpenseAndOtherCurrentAssets", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "lpsn_IncreaseDecreaseinDeferredRevenueCurrent": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Increase (Decrease) in Deferred Revenue, Current", "label": "Increase (Decrease) in Deferred Revenue, Current", "terseLabel": "Increase (decrease) in current deferred revenue, net" } } }, "localname": "IncreaseDecreaseinDeferredRevenueCurrent", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesReceivablesandDeferredRevenueDetails" ], "xbrltype": "monetaryItemType" }, "lpsn_IncreaseDecreaseinDeferredRevenueNoncurrent": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Increase (Decrease) in Deferred Revenue, Noncurrent", "label": "Increase (Decrease) in Deferred Revenue, Noncurrent", "terseLabel": "Increase (decrease) in long-term deferred revenue, net" } } }, "localname": "IncreaseDecreaseinDeferredRevenueNoncurrent", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesReceivablesandDeferredRevenueDetails" ], "xbrltype": "monetaryItemType" }, "lpsn_InternalUseSoftwareDevelopmentCostsBalanceNotSubjectToAmortization": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Internal Use Software Development Costs, Balance Not Subject To Amortization", "label": "Internal Use Software Development Costs, Balance Not Subject To Amortization", "terseLabel": "Internal-use software development costs not yet subject to amortization" } } }, "localname": "InternalUseSoftwareDevelopmentCostsBalanceNotSubjectToAmortization", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/PropertyandEquipmentNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "lpsn_JapanAndFranceMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Japan And France", "label": "Japan And France [Member]", "terseLabel": "Other" } } }, "localname": "JapanAndFranceMember", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/IncomeTaxesDomesticandForeignComponentsofIncomeBeforeProvisionforIncomeTaxesDetails" ], "xbrltype": "domainItemType" }, "lpsn_LeaseRestructuringExpenses": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Lease Restructuring Expenses", "label": "Lease Restructuring Expenses", "terseLabel": "Lease restructuring expenses" } } }, "localname": "LeaseRestructuringExpenses", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/CommitmentsandContingenciesLeasesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "lpsn_LesseeFinancingLeasesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Lessee, Financing Leases", "label": "Lessee, Financing Leases [Abstract]", "terseLabel": "Finance Leases" } } }, "localname": "LesseeFinancingLeasesAbstract", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/CommitmentsandContingenciesSupplementalBalanceSheetInformationDetails" ], "xbrltype": "stringItemType" }, "lpsn_LesseeOperatingLeasesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Lessee, Operating Leases", "label": "Lessee, Operating Leases [Abstract]", "terseLabel": "Operating Leases" } } }, "localname": "LesseeOperatingLeasesAbstract", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/CommitmentsandContingenciesSupplementalBalanceSheetInformationDetails" ], "xbrltype": "stringItemType" }, "lpsn_LetterOfCreditForOfficeSpaceMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Letter Of Credit For Office Space [Member]", "label": "Letter Of Credit For Office Space [Member]", "terseLabel": "LOC for office space" } } }, "localname": "LetterOfCreditForOfficeSpaceMember", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/CommitmentsandContingenciesEmployeeBenefitPlansLettersofCreditandNonIncomeRelatedTaxesDetails" ], "xbrltype": "domainItemType" }, "lpsn_LetterOfCreditForSecurityDepositMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Letter Of Credit For Security Deposit [Member]", "label": "Letter Of Credit For Security Deposit [Member]", "terseLabel": "LOC for security deposit" } } }, "localname": "LetterOfCreditForSecurityDepositMember", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/CommitmentsandContingenciesEmployeeBenefitPlansLettersofCreditandNonIncomeRelatedTaxesDetails" ], "xbrltype": "domainItemType" }, "lpsn_MatchingTrancheOneMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Matching Tranche One [Member]", "label": "Matching Tranche One [Member]", "terseLabel": "Match Step One" } } }, "localname": "MatchingTrancheOneMember", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/CommitmentsandContingenciesEmployeeBenefitPlansLettersofCreditandNonIncomeRelatedTaxesDetails" ], "xbrltype": "domainItemType" }, "lpsn_MatchingTrancheTwoMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Matching Tranche Two [Member]", "label": "Matching Tranche Two [Member]", "terseLabel": "Match Step Two" } } }, "localname": "MatchingTrancheTwoMember", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/CommitmentsandContingenciesEmployeeBenefitPlansLettersofCreditandNonIncomeRelatedTaxesDetails" ], "xbrltype": "domainItemType" }, "lpsn_NOLExpirationPeriodTrancheOneMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "NOL Expiration Period, Tranche One [Member]", "label": "NOL Expiration Period, Tranche One [Member]", "terseLabel": "Expiration between 2023 and 2026" } } }, "localname": "NOLExpirationPeriodTrancheOneMember", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "domainItemType" }, "lpsn_NOLExpirationPeriodTrancheThreeMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "NOL Expiration Period, Tranche Three", "label": "NOL Expiration Period, Tranche Three [Member]", "terseLabel": "Expiration between 2023 and 2040" } } }, "localname": "NOLExpirationPeriodTrancheThreeMember", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "domainItemType" }, "lpsn_NOLExpirationPeriodTrancheTwoMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "NOL Expiration Period, Tranche Two [Member]", "label": "NOL Expiration Period, Tranche Two [Member]", "terseLabel": "Expiration between 2036 and 2037" } } }, "localname": "NOLExpirationPeriodTrancheTwoMember", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "domainItemType" }, "lpsn_NetOperatingLossExpirationPeriodsAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Net Operating Loss Expiration Periods [Axis]", "label": "Net Operating Loss Expiration Periods [Axis]", "terseLabel": "Net Operating Loss Expiration Periods [Axis]" } } }, "localname": "NetOperatingLossExpirationPeriodsAxis", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "stringItemType" }, "lpsn_NetOperatingLossExpirationPeriodsDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "[Domain] for Net Operating Loss Expiration Periods [Axis]", "label": "Net Operating Loss Expiration Periods [Domain]", "terseLabel": "Net Operating Loss Expiration Periods [Domain]" } } }, "localname": "NetOperatingLossExpirationPeriodsDomain", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "domainItemType" }, "lpsn_NineteenNinetyEightPlanMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Nineteen Ninety Eight Plan [Member]", "label": "Nineteen Ninety Eight Plan [Member]", "terseLabel": "1998 Plan" } } }, "localname": "NineteenNinetyEightPlanMember", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/StockholdersEquityNarrativeDetails" ], "xbrltype": "domainItemType" }, "lpsn_NumberOfDrawsOnLettersOfCredit": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number Of Draws On Letters Of Credit", "label": "Number Of Draws On Letters Of Credit", "terseLabel": "Number of draws" } } }, "localname": "NumberOfDrawsOnLettersOfCredit", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/CommitmentsandContingenciesEmployeeBenefitPlansLettersofCreditandNonIncomeRelatedTaxesDetails" ], "xbrltype": "integerItemType" }, "lpsn_NumberOfLeasesAbandoned": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number Of Leases Abandoned", "label": "Number Of Leases Abandoned", "terseLabel": "Number of leases abandoned" } } }, "localname": "NumberOfLeasesAbandoned", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/CommitmentsandContingenciesLeasesNarrativeDetails" ], "xbrltype": "integerItemType" }, "lpsn_NumberOfSharesOfCommonStockCoveredByCappedCalls": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number Of Shares Of Common Stock Covered By Capped Calls", "label": "Number Of Shares Of Common Stock Covered By Capped Calls", "terseLabel": "Number of shares of common stock covered by called caps (shares)" } } }, "localname": "NumberOfSharesOfCommonStockCoveredByCappedCalls", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/ConvertibleSeniorNotesandCappedCallTransactionsNarrativeDetails" ], "xbrltype": "sharesItemType" }, "lpsn_OperatingLeaseLiabilitySupplementalCashFlow": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Operating Lease Liability Supplemental Cash Flow", "label": "Operating Lease Liability Supplemental Cash Flow", "terseLabel": "Right of use assets obtained in exchange for finance lease liabilities" } } }, "localname": "OperatingLeaseLiabilitySupplementalCashFlow", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "lpsn_OperatingLossCarryforwardsGeneratedInTaxableYearsEndingOnOrBeforeDecember312017": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Operating Loss Carryforwards, Generated In Taxable Years Ending On Or Before December 31 2017", "label": "Operating Loss Carryforwards, Generated In Taxable Years Ending On Or Before December 31 2017", "terseLabel": "Operating loss carryforwards generated in taxable years ending on or before December 31 2017" } } }, "localname": "OperatingLossCarryforwardsGeneratedInTaxableYearsEndingOnOrBeforeDecember312017", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "lpsn_OrganizationConsolidationAndSummaryOfSignificantAccountingPoliciesLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Organization Consolidation And Summary Of Significant Accounting Policies [Line Items]", "label": "Organization Consolidation And Summary Of Significant Accounting Policies [Line Items]", "terseLabel": "Organization Consolidation And Summary Of Significant Accounting Policies [Line Items]" } } }, "localname": "OrganizationConsolidationAndSummaryOfSignificantAccountingPoliciesLineItems", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "stringItemType" }, "lpsn_OrganizationConsolidationAndSummaryOfSignificantAccountingPoliciesTable": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Organization Consolidation And Summary Of Significant Accounting Policies [Table]", "label": "Organization Consolidation And Summary Of Significant Accounting Policies [Table]", "terseLabel": "Organization Consolidation And Summary Of Significant Accounting Policies [Table]" } } }, "localname": "OrganizationConsolidationAndSummaryOfSignificantAccountingPoliciesTable", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "stringItemType" }, "lpsn_OtherAmericasMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Other Americas [Member]", "label": "Other Americas [Member]", "terseLabel": "Other Americas" } } }, "localname": "OtherAmericasMember", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesRevenuebyGeographicRegionDetails" ], "xbrltype": "domainItemType" }, "lpsn_OtherRestructuring.OtherLeaseRestructuringMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Other Restructuring. Other Lease Restructuring [Member]", "label": "Other Restructuring. Other Lease Restructuring [Member]", "terseLabel": "Other lease restructuring costs" } } }, "localname": "OtherRestructuring.OtherLeaseRestructuringMember", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/RestructuringCostsRestructuringChargesDetails" ], "xbrltype": "domainItemType" }, "lpsn_OtherRestructuringPropertyAndEquipmentAbandonmentMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Other Restructuring, Property And Equipment Abandonment [Member]", "label": "Other Restructuring, Property And Equipment Abandonment [Member]", "terseLabel": "Abandonment of property and equipment" } } }, "localname": "OtherRestructuringPropertyAndEquipmentAbandonmentMember", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/RestructuringCostsRestructuringChargesDetails" ], "xbrltype": "domainItemType" }, "lpsn_OtherRestructuringRightOfUseAssetWriteDownMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Other Restructuring, Right Of Use Asset Write Down [Member]", "label": "Other Restructuring, Right Of Use Asset Write Down [Member]", "terseLabel": "ROU assets write down" } } }, "localname": "OtherRestructuringRightOfUseAssetWriteDownMember", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/RestructuringCostsRestructuringChargesDetails" ], "xbrltype": "domainItemType" }, "lpsn_PaymentForContingentConsiderationValueEquitySharesIssued": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Payment For Contingent Consideration, Value, Equity Shares Issued", "label": "Payment For Contingent Consideration, Value, Equity Shares Issued", "terseLabel": "Equity issued as payment related to contingent consideration" } } }, "localname": "PaymentForContingentConsiderationValueEquitySharesIssued", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/FairValueMeasurementsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "lpsn_PotentialEarnOutContingentConsiderationPaymentsTargetBased": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Potential Earn-Out Contingent Consideration Payments, Target Based", "label": "Potential Earn-Out Contingent Consideration Payments, Target Based", "terseLabel": "Potential earn-out consideration payments based on achieving targets" } } }, "localname": "PotentialEarnOutContingentConsiderationPaymentsTargetBased", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/AcquisitionsDetails" ], "xbrltype": "monetaryItemType" }, "lpsn_ProfessionalServicesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Professional Services [Member]", "label": "Professional Services [Member]", "terseLabel": "Professional Services - Business", "verboseLabel": "Professional Services" } } }, "localname": "ProfessionalServicesMember", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesDeferredRevenueDetails", "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesDisaggregationofRevenueDetails", "http://www.liveperson.com/role/SegmentInformationFinancialInformationbySegmentDetails" ], "xbrltype": "domainItemType" }, "lpsn_ProficientMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Proficient [Member]", "label": "Proficient [Member]", "terseLabel": "Proficient" } } }, "localname": "ProficientMember", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "domainItemType" }, "lpsn_RevenueRemainingPerformanceObligationPercentageToBeRecognizedInNextTwoYears": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Revenue, Remaining Performance Obligation, Percentage To Be Recognized In Next Two Years", "label": "Revenue, Remaining Performance Obligation, Percentage To Be Recognized In Next Two Years", "terseLabel": "Percentage of remaining performance obligations to be recognized over next 24 months" } } }, "localname": "RevenueRemainingPerformanceObligationPercentageToBeRecognizedInNextTwoYears", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "percentItemType" }, "lpsn_ScheduleOfDeferredRevenueBySourceTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Schedule Of Deferred Revenue By Source [Table Text Block]", "label": "Schedule Of Deferred Revenue By Source [Table Text Block]", "terseLabel": "Schedule of Deferred Revenue by Revenue Source" } } }, "localname": "ScheduleOfDeferredRevenueBySourceTableTextBlock", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesTables" ], "xbrltype": "textBlockItemType" }, "lpsn_ScheduleOfReceivablesContractAcquisitionCostsAndDeferredRevenueTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Schedule Of Receivables, Contract Acquisition Costs, And Deferred Revenue [Table Text Block]", "label": "Schedule Of Receivables, Contract Acquisition Costs, And Deferred Revenue [Table Text Block]", "terseLabel": "Schedule of Receivables, Contract Acquisition Costs, and Deferred Revenue" } } }, "localname": "ScheduleOfReceivablesContractAcquisitionCostsAndDeferredRevenueTableTextBlock", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesTables" ], "xbrltype": "textBlockItemType" }, "lpsn_SegmentReportingUnallocatedCorporateExpenses": { "auth_ref": [], "calculation": { "http://www.liveperson.com/role/SegmentInformationFinancialInformationbySegmentDetails": { "order": 5.0, "parentTag": "us-gaap_OperatingIncomeLoss", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Segment Reporting Unallocated Corporate Expenses", "label": "Segment Reporting Unallocated Corporate Expenses", "terseLabel": "Unallocated corporate expenses" } } }, "localname": "SegmentReportingUnallocatedCorporateExpenses", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/SegmentInformationFinancialInformationbySegmentDetails" ], "xbrltype": "monetaryItemType" }, "lpsn_ShareBasedCompensationAccrualForCashAwardsToBeSettledInStock": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Share-Based Compensation, Accrual For Cash Awards To Be Settled In Stock", "label": "Share-Based Compensation, Accrual For Cash Awards To Be Settled In Stock", "terseLabel": "Accrual during period for cash awards" } } }, "localname": "ShareBasedCompensationAccrualForCashAwardsToBeSettledInStock", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/StockholdersEquityNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "lpsn_ShareBasedCompensationAccrualForCashAwardsToBeSettledInStockAchievementOfIncentivePlanAwards": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Share-Based Compensation, Accrual For Cash Awards To Be Settled In Stock, Achievement Of Incentive Plan Awards", "label": "Share-Based Compensation, Accrual For Cash Awards To Be Settled In Stock, Achievement Of Incentive Plan Awards", "terseLabel": "Accrual during period for cash awards related to achievement of long-term incentive plan awards" } } }, "localname": "ShareBasedCompensationAccrualForCashAwardsToBeSettledInStockAchievementOfIncentivePlanAwards", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/StockholdersEquityNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "lpsn_ShareBasedCompensationAccrualForCashAwardsToBeSettledInStockBonus": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Share-Based Compensation, Accrual For Cash Awards To Be Settled In Stock, Bonus", "label": "Share-Based Compensation, Accrual For Cash Awards To Be Settled In Stock, Bonus", "terseLabel": "Accrual during period for cash awards related to bonus" } } }, "localname": "ShareBasedCompensationAccrualForCashAwardsToBeSettledInStockBonus", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/StockholdersEquityNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "lpsn_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisesinPeriodFairValue": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Exercises in Period, Fair Value", "label": "Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Exercises in Period, Fair Value", "terseLabel": "Fair value of stock options exercised" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisesinPeriodFairValue", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/StockholdersEquityNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "lpsn_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedAndExpectedToVestAggregateIntrinsicValue": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Share-based Compensation Arrangement By Share-based Payment Award, Options, Vested And Expected To Vest, Aggregate Intrinsic Value", "label": "Share-based Compensation Arrangement By Share-based Payment Award, Options, Vested And Expected To Vest, Aggregate Intrinsic Value", "verboseLabel": "Options vested and expected to vest" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedAndExpectedToVestAggregateIntrinsicValue", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/StockholdersEquityStockOptionActivityDetails" ], "xbrltype": "monetaryItemType" }, "lpsn_SharebasedCompensationArrangementbySharebasedPaymentAwardEquityInstrumentsOtherthanOptionsAggregateFairValueAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Fair Value [Abstract]", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Fair Value [Abstract]", "terseLabel": "Aggregate Fair Value" } } }, "localname": "SharebasedCompensationArrangementbySharebasedPaymentAwardEquityInstrumentsOtherthanOptionsAggregateFairValueAbstract", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/StockholdersEquityRestrictedStockUnitActivityDetails" ], "xbrltype": "stringItemType" }, "lpsn_SharebasedCompensationArrangementbySharebasedPaymentAwardEquityInstrumentsOtherthanOptionsAggregateFairValueExpectedToVest": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Fair Value, Expected To Vest", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Fair Value, Expected To Vest", "terseLabel": "Expected to vest" } } }, "localname": "SharebasedCompensationArrangementbySharebasedPaymentAwardEquityInstrumentsOtherthanOptionsAggregateFairValueExpectedToVest", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/StockholdersEquityRestrictedStockUnitActivityDetails" ], "xbrltype": "monetaryItemType" }, "lpsn_SharebasedCompensationArrangementbySharebasedPaymentAwardEquityInstrumentsOtherthanOptionsAggregateFairValueNonvested": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Fair Value, Nonvested", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Fair Value, Nonvested", "terseLabel": "Non-vested and outstanding" } } }, "localname": "SharebasedCompensationArrangementbySharebasedPaymentAwardEquityInstrumentsOtherthanOptionsAggregateFairValueNonvested", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/StockholdersEquityRestrictedStockUnitActivityDetails" ], "xbrltype": "monetaryItemType" }, "lpsn_SharebasedCompensationArrangementbySharebasedPaymentAwardEquityInstrumentsOtherthanOptionsExpectedToVestNumber": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Expected To Vest, Number", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Expected To Vest, Number", "terseLabel": "Expected to vest (shares)" } } }, "localname": "SharebasedCompensationArrangementbySharebasedPaymentAwardEquityInstrumentsOtherthanOptionsExpectedToVestNumber", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/StockholdersEquityRestrictedStockUnitActivityDetails" ], "xbrltype": "sharesItemType" }, "lpsn_SharebasedCompensationArrangementbySharebasedPaymentAwardEquityInstrumentsOtherthanOptionsExpectedToVestWeightedAverageGrantDateFairValue": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Expected To Vest, Weighted Average Grant Date Fair Value", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Expected To Vest, Weighted Average Grant Date Fair Value", "terseLabel": "Expected to vest (in dollars per share)" } } }, "localname": "SharebasedCompensationArrangementbySharebasedPaymentAwardEquityInstrumentsOtherthanOptionsExpectedToVestWeightedAverageGrantDateFairValue", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/StockholdersEquityRestrictedStockUnitActivityDetails" ], "xbrltype": "perShareItemType" }, "lpsn_StockIssuedDuringPeriodSharesBonusPaymentSettledInShares": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Stock Issued During Period, Shares, Bonus Payment Settled In Shares", "label": "Stock Issued During Period, Shares, Bonus Payment Settled In Shares", "terseLabel": "Bonus cash payment settled in shares of the Company's common stock (in shares)", "verboseLabel": "Issuance of shares of common stock to settle cash awards (in shares)" } } }, "localname": "StockIssuedDuringPeriodSharesBonusPaymentSettledInShares", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows", "http://www.liveperson.com/role/ConsolidatedStatementsofStockholdersEquity" ], "xbrltype": "sharesItemType" }, "lpsn_StockIssuedDuringPeriodSharesEarnoutPayment": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Stock Issued During Period, Shares, Earnout Payment", "label": "Stock Issued During Period, Shares, Earnout Payment", "terseLabel": "Common stock as earnout payment in connection with AdvantageTec Inc. (in shares)", "verboseLabel": "Issuance of shares of common stock as earn-out payment in connection with AdvantageTec Inc. (in shares)" } } }, "localname": "StockIssuedDuringPeriodSharesEarnoutPayment", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows", "http://www.liveperson.com/role/ConsolidatedStatementsofStockholdersEquity" ], "xbrltype": "sharesItemType" }, "lpsn_StockIssuedDuringPeriodValueBonusPaymentSettledInShares": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Stock Issued During Period, Value, Bonus Payment Settled In Shares", "label": "Stock Issued During Period, Value, Bonus Payment Settled In Shares", "terseLabel": "Bonus cash payment settled in shares of the Company's common stock", "verboseLabel": "Issuance of shares of common stock to settle cash awards" } } }, "localname": "StockIssuedDuringPeriodValueBonusPaymentSettledInShares", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows", "http://www.liveperson.com/role/ConsolidatedStatementsofStockholdersEquity" ], "xbrltype": "monetaryItemType" }, "lpsn_StockIssuedDuringPeriodValueEarnoutPayment": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Stock Issued During Period, Value, Earnout Payment", "label": "Stock Issued During Period, Value, Earnout Payment", "terseLabel": "Common stock as earnout payment in connection with AdvantageTec Inc.", "verboseLabel": "Issuance of shares of common stock as earn-out payment in connection with AdvantageTec Inc." } } }, "localname": "StockIssuedDuringPeriodValueEarnoutPayment", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows", "http://www.liveperson.com/role/ConsolidatedStatementsofStockholdersEquity" ], "xbrltype": "monetaryItemType" }, "lpsn_SummaryOfOperationsPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The accounting policy related to summary of operations.", "label": "Summary Of Operations [Policy Text Block]", "terseLabel": "Summary of Operations" } } }, "localname": "SummaryOfOperationsPolicyTextBlock", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "lpsn_TechnologyMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Technology [Member]", "label": "Technology [Member]", "terseLabel": "Technology" } } }, "localname": "TechnologyMember", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/GoodwillandIntangibleAssetsIntangibleAssetsDetails" ], "xbrltype": "domainItemType" }, "lpsn_TenantAllowanceAmortizationLessee": { "auth_ref": [], "calculation": { "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows": { "order": 5.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amortization of lessee lease liability over time which offsets lease expense.", "label": "Tenant Allowance, Amortization, Lessee", "negatedTerseLabel": "Amortization of tenant allowance" } } }, "localname": "TenantAllowanceAmortizationLessee", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "lpsn_TransitionToEmployeeCentricModelMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Transition To Employee Centric Model [Member]", "label": "Transition To Employee Centric Model [Member]", "terseLabel": "Transition To Employee Centric Model" } } }, "localname": "TransitionToEmployeeCentricModelMember", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/CommitmentsandContingenciesLeasesNarrativeDetails" ], "xbrltype": "domainItemType" }, "lpsn_TwoThousandNinePlanAmendedMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Two Thousand Nine Plan, Amended [Member]", "label": "Two Thousand Nine Plan, Amended [Member]", "terseLabel": "2009 Amended Plan" } } }, "localname": "TwoThousandNinePlanAmendedMember", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/StockholdersEquityNarrativeDetails" ], "xbrltype": "domainItemType" }, "lpsn_TwoThousandNinePlanMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Two Thousand Nine Plan [Member]", "label": "Two Thousand Nine Plan [Member]", "terseLabel": "2009 Plan" } } }, "localname": "TwoThousandNinePlanMember", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/StockholdersEquityNarrativeDetails" ], "xbrltype": "domainItemType" }, "lpsn_TwoThousandNineteenEmployeeStockPurchasePlanMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Two Thousand Nineteen Employee Stock Purchase Plan [Member]", "label": "Two Thousand Nineteen Employee Stock Purchase Plan [Member]", "terseLabel": "2019 Employee Stock Purchase Plan" } } }, "localname": "TwoThousandNineteenEmployeeStockPurchasePlanMember", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/StockholdersEquityNarrativeDetails" ], "xbrltype": "domainItemType" }, "lpsn_TwoThousandPlanMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Two Thousand Plan [Member]", "label": "Two Thousand Plan [Member]", "terseLabel": "2000 Plan" } } }, "localname": "TwoThousandPlanMember", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/StockholdersEquityNarrativeDetails" ], "xbrltype": "domainItemType" }, "lpsn_UnitedKingdomGermanyJapanFranceItalySpainCanadaSingaporeMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "United Kingdom, Germany, Japan, France, Italy, Spain, Canada, Singapore", "label": "United Kingdom, Germany, Japan, France, Italy, Spain, Canada, Singapore [Member]", "terseLabel": "Other" } } }, "localname": "UnitedKingdomGermanyJapanFranceItalySpainCanadaSingaporeMember", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/SegmentInformationLongLivedAssetsbyGeographicRegionDetails" ], "xbrltype": "domainItemType" }, "lpsn_ValuationAllowanceDeferredTaxAssetDecreaseGross": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Valuation Allowance, Deferred Tax Asset, Decrease, Gross", "label": "Valuation Allowance, Deferred Tax Asset, Decrease, Gross", "terseLabel": "Decrease in valuation allowance charged to equity" } } }, "localname": "ValuationAllowanceDeferredTaxAssetDecreaseGross", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "lpsn_ValuationAllowanceDeferredTaxAssetIncreaseGross": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Valuation Allowance, Deferred Tax Asset, Increase, Gross", "label": "Valuation Allowance, Deferred Tax Asset, Increase, Gross", "terseLabel": "Increase in valuation allowance recorded as an expense" } } }, "localname": "ValuationAllowanceDeferredTaxAssetIncreaseGross", "nsuri": "http://www.liveperson.com/20201231", "presentation": [ "http://www.liveperson.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "srt_AmericasMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Americas [Member]", "terseLabel": "Total Americas" } } }, "localname": "AmericasMember", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesRevenuebyGeographicRegionDetails" ], "xbrltype": "domainItemType" }, "srt_ConsolidationItemsAxis": { "auth_ref": [ "r166", "r179", "r180", "r181", "r182", "r184", "r186", "r190" ], "lang": { "en-us": { "role": { "label": "Consolidation Items [Axis]", "terseLabel": "Consolidation Items [Axis]" } } }, "localname": "ConsolidationItemsAxis", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.liveperson.com/role/SegmentInformationFinancialInformationbySegmentDetails" ], "xbrltype": "stringItemType" }, "srt_ConsolidationItemsDomain": { "auth_ref": [ "r166", "r179", "r180", "r181", "r182", "r184", "r186", "r190" ], "lang": { "en-us": { "role": { "label": "Consolidation Items [Domain]", "terseLabel": "Consolidation Items [Domain]" } } }, "localname": "ConsolidationItemsDomain", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.liveperson.com/role/SegmentInformationFinancialInformationbySegmentDetails" ], "xbrltype": "domainItemType" }, "srt_CumulativeEffectPeriodOfAdoptionAdjustmentMember": { "auth_ref": [ "r124", "r131", "r218", "r377", "r378", "r379", "r424", "r425" ], "lang": { "en-us": { "role": { "label": "Cumulative Effect, Period of Adoption, Adjustment [Member]", "terseLabel": "Accounting standard adoption adjustment" } } }, "localname": "CumulativeEffectPeriodOfAdoptionAdjustmentMember", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofStockholdersEquity", "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "domainItemType" }, "srt_CumulativeEffectPeriodOfAdoptionAxis": { "auth_ref": [ "r124", "r131", "r218", "r377", "r378", "r379", "r424", "r425" ], "lang": { "en-us": { "role": { "label": "Cumulative Effect, Period of Adoption [Axis]", "terseLabel": "Cumulative Effect, Period of Adoption [Axis]" } } }, "localname": "CumulativeEffectPeriodOfAdoptionAxis", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofStockholdersEquity", "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "stringItemType" }, "srt_CumulativeEffectPeriodOfAdoptionDomain": { "auth_ref": [ "r124", "r131", "r218", "r377", "r378", "r379", "r424", "r425" ], "lang": { "en-us": { "role": { "label": "Cumulative Effect, Period of Adoption [Domain]", "terseLabel": "Cumulative Effect, Period of Adoption [Domain]" } } }, "localname": "CumulativeEffectPeriodOfAdoptionDomain", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofStockholdersEquity", "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "domainItemType" }, "srt_MaximumMember": { "auth_ref": [ "r341", "r343", "r509", "r510", "r511", "r512", "r513", "r514", "r533", "r570", "r573" ], "lang": { "en-us": { "role": { "label": "Maximum [Member]", "terseLabel": "Maximum" } } }, "localname": "MaximumMember", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.liveperson.com/role/CommitmentsandContingenciesLeasesNarrativeDetails", "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesNarrativeDetails", "http://www.liveperson.com/role/StockholdersEquityNarrativeDetails" ], "xbrltype": "domainItemType" }, "srt_MinimumMember": { "auth_ref": [ "r341", "r343", "r509", "r510", "r511", "r512", "r513", "r514", "r533", "r570", "r573" ], "lang": { "en-us": { "role": { "label": "Minimum [Member]", "terseLabel": "Minimum" } } }, "localname": "MinimumMember", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.liveperson.com/role/CommitmentsandContingenciesLeasesNarrativeDetails", "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesNarrativeDetails", "http://www.liveperson.com/role/StockholdersEquityNarrativeDetails" ], "xbrltype": "domainItemType" }, "srt_ProductOrServiceAxis": { "auth_ref": [ "r193", "r318", "r320", "r534", "r569", "r571" ], "lang": { "en-us": { "role": { "label": "Product and Service [Axis]", "terseLabel": "Product and Service [Axis]" } } }, "localname": "ProductOrServiceAxis", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesDeferredRevenueDetails", "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesDisaggregationofRevenueDetails", "http://www.liveperson.com/role/SegmentInformationFinancialInformationbySegmentDetails" ], "xbrltype": "stringItemType" }, "srt_ProductsAndServicesDomain": { "auth_ref": [ "r193", "r318", "r320", "r534", "r569", "r571" ], "lang": { "en-us": { "role": { "label": "Product and Service [Domain]", "terseLabel": "Product and Service [Domain]" } } }, "localname": "ProductsAndServicesDomain", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesDeferredRevenueDetails", "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesDisaggregationofRevenueDetails", "http://www.liveperson.com/role/SegmentInformationFinancialInformationbySegmentDetails" ], "xbrltype": "domainItemType" }, "srt_RangeAxis": { "auth_ref": [ "r329", "r341", "r343", "r509", "r510", "r511", "r512", "r513", "r514", "r533", "r570", "r573" ], "lang": { "en-us": { "role": { "label": "Statistical Measurement [Axis]", "terseLabel": "Statistical Measurement [Axis]" } } }, "localname": "RangeAxis", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.liveperson.com/role/CommitmentsandContingenciesLeasesNarrativeDetails", "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesNarrativeDetails", "http://www.liveperson.com/role/StockholdersEquityNarrativeDetails" ], "xbrltype": "stringItemType" }, "srt_RangeMember": { "auth_ref": [ "r329", "r341", "r343", "r509", "r510", "r511", "r512", "r513", "r514", "r533", "r570", "r573" ], "lang": { "en-us": { "role": { "label": "Statistical Measurement [Domain]", "terseLabel": "Statistical Measurement [Domain]" } } }, "localname": "RangeMember", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.liveperson.com/role/CommitmentsandContingenciesLeasesNarrativeDetails", "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesNarrativeDetails", "http://www.liveperson.com/role/StockholdersEquityNarrativeDetails" ], "xbrltype": "domainItemType" }, "srt_SegmentGeographicalDomain": { "auth_ref": [ "r194", "r195", "r318", "r321", "r572", "r591", "r592", "r593", "r594", "r595", "r596", "r597", "r598" ], "lang": { "en-us": { "role": { "label": "Geographical [Domain]", "terseLabel": "Geographical [Domain]" } } }, "localname": "SegmentGeographicalDomain", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesRevenuebyGeographicRegionDetails", "http://www.liveperson.com/role/IncomeTaxesDomesticandForeignComponentsofIncomeBeforeProvisionforIncomeTaxesDetails", "http://www.liveperson.com/role/SegmentInformationLongLivedAssetsbyGeographicRegionDetails" ], "xbrltype": "domainItemType" }, "srt_StatementGeographicalAxis": { "auth_ref": [ "r194", "r195", "r318", "r321", "r572", "r586", "r591", "r592", "r593", "r594", "r595", "r596", "r597", "r598", "r599" ], "lang": { "en-us": { "role": { "label": "Geographical [Axis]", "terseLabel": "Geographical [Axis]" } } }, "localname": "StatementGeographicalAxis", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesRevenuebyGeographicRegionDetails", "http://www.liveperson.com/role/IncomeTaxesDomesticandForeignComponentsofIncomeBeforeProvisionforIncomeTaxesDetails", "http://www.liveperson.com/role/SegmentInformationLongLivedAssetsbyGeographicRegionDetails" ], "xbrltype": "stringItemType" }, "us-gaap_AccountingPoliciesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Accounting Policies [Abstract]", "terseLabel": "Accounting Policies [Abstract]" } } }, "localname": "AccountingPoliciesAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_AccountingStandardsUpdate201613Member": { "auth_ref": [ "r214" ], "lang": { "en-us": { "role": { "documentation": "Accounting Standards Update 2016-13 Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.", "label": "Accounting Standards Update 2016-13 [Member]", "terseLabel": "ASU 2016-13" } } }, "localname": "AccountingStandardsUpdate201613Member", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_AccountsNotesLoansAndFinancingReceivablesByBillingStatusTypeAxis": { "auth_ref": [ "r53" ], "lang": { "en-us": { "role": { "documentation": "Information by billing status of receivables.", "label": "Billing Status, Type [Axis]", "terseLabel": "Billing Status, Type [Axis]" } } }, "localname": "AccountsNotesLoansAndFinancingReceivablesByBillingStatusTypeAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesReceivablesandDeferredRevenueDetails" ], "xbrltype": "stringItemType" }, "us-gaap_AccountsPayableAndAccruedLiabilitiesDisclosureTextBlock": { "auth_ref": [ "r41" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for accounts payable and accrued liabilities at the end of the reporting period.", "label": "Accounts Payable and Accrued Liabilities Disclosure [Text Block]", "terseLabel": "Accrued Liabilities and Other Current Liabilities" } } }, "localname": "AccountsPayableAndAccruedLiabilitiesDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/AccruedLiabilitiesandOtherCurrentLiabilities" ], "xbrltype": "textBlockItemType" }, "us-gaap_AccountsPayableCurrent": { "auth_ref": [ "r40" ], "calculation": { "http://www.liveperson.com/role/ConsolidatedBalanceSheets": { "order": 1.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying value as of the balance sheet date of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).", "label": "Accounts Payable, Current", "terseLabel": "Accounts payable" } } }, "localname": "AccountsPayableCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccountsReceivableChangeInMethodCreditLossExpenseReversal": { "auth_ref": [ "r222" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of expense (reversal of expense) for expected credit loss on accounts receivable from change in methodology.", "label": "Accounts Receivable, Change in Method, Credit Loss Expense (Reversal)", "terseLabel": "ASU 2016-13 (Topic 326) Adjustment" } } }, "localname": "AccountsReceivableChangeInMethodCreditLossExpenseReversal", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesAccountsReceivableDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccountsReceivableNetCurrent": { "auth_ref": [ "r3", "r25", "r201", "r202" ], "calculation": { "http://www.liveperson.com/role/ConsolidatedBalanceSheets": { "order": 2.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, after allowance for credit loss, of right to consideration from customer for product sold and service rendered in normal course of business, classified as current.", "label": "Accounts Receivable, after Allowance for Credit Loss, Current", "periodEndLabel": "Ending balance, Receivable", "periodStartLabel": "Opening balance, Receivable", "terseLabel": "Accounts receivable, net of allowance for doubtful accounts of $5,344 and $3,070, in 2020 and 2019, respectively" } } }, "localname": "AccountsReceivableNetCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedBalanceSheets", "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesReceivablesandDeferredRevenueDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccrualForTaxesOtherThanIncomeTaxesCurrentAndNoncurrent": { "auth_ref": [ "r386", "r546", "r563" ], "calculation": { "http://www.liveperson.com/role/AccruedLiabilitiesandOtherCurrentLiabilitiesDetails": { "order": 7.0, "parentTag": "us-gaap_AccruedLiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying value as of the balance sheet date of obligations incurred and payable for real and property taxes.", "label": "Accrual for Taxes Other than Income Taxes", "terseLabel": "Non Income Tax" } } }, "localname": "AccrualForTaxesOtherThanIncomeTaxesCurrentAndNoncurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/AccruedLiabilitiesandOtherCurrentLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccruedLiabilitiesCurrent": { "auth_ref": [ "r44" ], "calculation": { "http://www.liveperson.com/role/AccruedLiabilitiesandOtherCurrentLiabilitiesDetails": { "order": null, "parentTag": null, "root": true, "weight": null }, "http://www.liveperson.com/role/ConsolidatedBalanceSheets": { "order": 2.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying value as of the balance sheet date of obligations incurred and payable, pertaining to costs that are statutory in nature, are incurred on contractual obligations, or accumulate over time and for which invoices have not yet been received or will not be rendered. Examples include taxes, interest, rent and utilities. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).", "label": "Accrued Liabilities, Current", "terseLabel": "Accrued expenses and other current liabilities", "totalLabel": "Total" } } }, "localname": "AccruedLiabilitiesCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/AccruedLiabilitiesandOtherCurrentLiabilitiesDetails", "http://www.liveperson.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccruedProfessionalFeesCurrent": { "auth_ref": [ "r6", "r7", "r44" ], "calculation": { "http://www.liveperson.com/role/AccruedLiabilitiesandOtherCurrentLiabilitiesDetails": { "order": 2.0, "parentTag": "us-gaap_AccruedLiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying value as of the balance sheet date of obligations incurred through that date and payable for professional fees, such as for legal and accounting services received. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).", "label": "Accrued Professional Fees, Current", "terseLabel": "Professional services, consulting and other vendor fees" } } }, "localname": "AccruedProfessionalFeesCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/AccruedLiabilitiesandOtherCurrentLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccruedSalesCommissionCurrent": { "auth_ref": [ "r6", "r7", "r44" ], "calculation": { "http://www.liveperson.com/role/AccruedLiabilitiesandOtherCurrentLiabilitiesDetails": { "order": 4.0, "parentTag": "us-gaap_AccruedLiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying value as of the balance sheet date of obligations incurred through that date and payable for sales commissions. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).", "label": "Accrued Sales Commission, Current", "terseLabel": "Sales commissions" } } }, "localname": "AccruedSalesCommissionCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/AccruedLiabilitiesandOtherCurrentLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccumulatedOtherComprehensiveIncomeLossNetOfTax": { "auth_ref": [ "r28", "r58", "r59", "r60", "r559", "r581", "r585" ], "calculation": { "http://www.liveperson.com/role/ConsolidatedBalanceSheets": { "order": 6.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Accumulated change in equity from transactions and other events and circumstances from non-owner sources, net of tax effect, at period end. Excludes Net Income (Loss), and accumulated changes in equity from transactions resulting from investments by owners and distributions to owners. Includes foreign currency translation items, certain pension adjustments, unrealized gains and losses on certain investments in debt and equity securities, other than temporary impairment (OTTI) losses related to factors other than credit losses on available-for-sale and held-to-maturity debt securities that an entity does not intend to sell and it is not more likely than not that the entity will be required to sell before recovery of the amortized cost basis, as well as changes in the fair value of derivatives related to the effective portion of a designated cash flow hedge.", "label": "Accumulated Other Comprehensive Income (Loss), Net of Tax", "terseLabel": "Accumulated other comprehensive income (loss)" } } }, "localname": "AccumulatedOtherComprehensiveIncomeLossNetOfTax", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccumulatedOtherComprehensiveIncomeMember": { "auth_ref": [ "r57", "r60", "r61", "r121", "r122", "r123", "r456", "r576", "r577" ], "lang": { "en-us": { "role": { "documentation": "Accumulated increase (decrease) in equity from transactions and other events and circumstances from non-owner sources, attributable to the parent. Excludes net income (loss), and accumulated changes in equity from transactions resulting from investments by owners and distributions to owners.", "label": "AOCI Attributable to Parent [Member]", "terseLabel": "Accumulated Other Comprehensive Loss" } } }, "localname": "AccumulatedOtherComprehensiveIncomeMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofStockholdersEquity" ], "xbrltype": "domainItemType" }, "us-gaap_AcquiredFiniteLivedIntangibleAssetsLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Acquired Finite-Lived Intangible Assets [Line Items]", "terseLabel": "Acquired Finite-Lived Intangible Assets [Line Items]" } } }, "localname": "AcquiredFiniteLivedIntangibleAssetsLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/GoodwillandIntangibleAssetsIntangibleAssetsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_AcquiredFiniteLivedIntangibleAssetsWeightedAverageUsefulLife": { "auth_ref": [ "r253" ], "lang": { "en-us": { "role": { "documentation": "Weighted average amortization period of finite-lived intangible assets acquired either individually or as part of a group of assets, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Acquired Finite-lived Intangible Assets, Weighted Average Useful Life", "terseLabel": "Weighted Average Amortization Period" } } }, "localname": "AcquiredFiniteLivedIntangibleAssetsWeightedAverageUsefulLife", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/GoodwillandIntangibleAssetsIntangibleAssetsDetails" ], "xbrltype": "durationItemType" }, "us-gaap_AdditionalPaidInCapital": { "auth_ref": [ "r26", "r380" ], "calculation": { "http://www.liveperson.com/role/ConsolidatedBalanceSheets": { "order": 3.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Excess of issue price over par or stated value of the entity's capital stock and amounts received from other transactions involving the entity's stock or stockholders. Includes adjustments to additional paid in capital. Some examples of such adjustments include recording the issuance of debt with a beneficial conversion feature and certain tax consequences of equity instruments awarded to employees. Use this element for the aggregate amount of additional paid-in capital associated with common and preferred stock. For additional paid-in capital associated with only common stock, use the element additional paid in capital, common stock. For additional paid-in capital associated with only preferred stock, use the element additional paid in capital, preferred stock.", "label": "Additional Paid in Capital", "terseLabel": "Additional paid-in capital" } } }, "localname": "AdditionalPaidInCapital", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_AdditionalPaidInCapitalMember": { "auth_ref": [ "r121", "r122", "r123", "r377", "r378", "r379" ], "lang": { "en-us": { "role": { "documentation": "Excess of issue price over par or stated value of the entity's capital stock and amounts received from other transactions involving the entity's stock or stockholders.", "label": "Additional Paid-in Capital [Member]", "terseLabel": "Additional Paid-In Capital" } } }, "localname": "AdditionalPaidInCapitalMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofStockholdersEquity" ], "xbrltype": "domainItemType" }, "us-gaap_AdjustmentsForNewAccountingPronouncementsAxis": { "auth_ref": [ "r125", "r126", "r127", "r128", "r215", "r216", "r217", "r218", "r219", "r220", "r373", "r374", "r375", "r376", "r377", "r378", "r379", "r380", "r422", "r423", "r424", "r425", "r536", "r537", "r538", "r574", "r575", "r576", "r577", "r578", "r579", "r580", "r581", "r582", "r583", "r584", "r585" ], "lang": { "en-us": { "role": { "documentation": "Information by amendment to accounting standards.", "label": "Accounting Standards Update [Axis]", "terseLabel": "Accounting Standards Update [Axis]" } } }, "localname": "AdjustmentsForNewAccountingPronouncementsAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue": { "auth_ref": [ "r344", "r346", "r382", "r383" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase to additional paid-in capital (APIC) for recognition of cost for award under share-based payment arrangement.", "label": "APIC, Share-based Payment Arrangement, Increase for Cost Recognition", "verboseLabel": "Stock-based compensation" } } }, "localname": "AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofStockholdersEquity" ], "xbrltype": "monetaryItemType" }, "us-gaap_AdjustmentsToReconcileNetIncomeLossToCashProvidedByUsedInOperatingActivitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract]", "terseLabel": "Adjustments to reconcile net loss to net cash provided by (used in) operating activities:" } } }, "localname": "AdjustmentsToReconcileNetIncomeLossToCashProvidedByUsedInOperatingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_AdvertisingCostsPolicyTextBlock": { "auth_ref": [ "r387" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for advertising cost.", "label": "Advertising Cost [Policy Text Block]", "verboseLabel": "Advertising Costs" } } }, "localname": "AdvertisingCostsPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_AdvertisingExpense": { "auth_ref": [ "r388" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount charged to advertising expense for the period, which are expenses incurred with the objective of increasing revenue for a specified brand, product or product line.", "label": "Advertising Expense", "verboseLabel": "Advertising costs" } } }, "localname": "AdvertisingExpense", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AllowanceForDoubtfulAccountsReceivable": { "auth_ref": [ "r207", "r221", "r224", "r227" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of allowance for credit loss on accounts receivable.", "label": "Accounts Receivable, Allowance for Credit Loss", "periodEndLabel": "Ending Balance", "periodStartLabel": "Beginning Balance" } } }, "localname": "AllowanceForDoubtfulAccountsReceivable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesAccountsReceivableDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AllowanceForDoubtfulAccountsReceivableCurrent": { "auth_ref": [ "r32", "r207", "r221" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of allowance for credit loss on accounts receivable, classified as current.", "label": "Accounts Receivable, Allowance for Credit Loss, Current", "terseLabel": "Accounts receivable, allowance for doubtful accounts", "verboseLabel": "Allowance for credit losses" } } }, "localname": "AllowanceForDoubtfulAccountsReceivableCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedBalanceSheetsParenthetical", "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AllowanceForDoubtfulAccountsReceivablePeriodIncreaseDecrease": { "auth_ref": [ "r228" ], "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in allowance for credit loss on accounts receivable.", "label": "Accounts Receivable, Allowance for Credit Loss, Period Increase (Decrease)", "verboseLabel": "Additions Charged to Costs and Expenses" } } }, "localname": "AllowanceForDoubtfulAccountsReceivablePeriodIncreaseDecrease", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesAccountsReceivableDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AllowanceForDoubtfulAccountsReceivableRollforward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Accounts Receivable, Allowance for Credit Loss [Roll Forward]", "terseLabel": "Allowance for doubtful accounts" } } }, "localname": "AllowanceForDoubtfulAccountsReceivableRollforward", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesAccountsReceivableDetails" ], "xbrltype": "stringItemType" }, "us-gaap_AllowanceForDoubtfulAccountsReceivableWriteOffs": { "auth_ref": [ "r226" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of direct write-downs of accounts receivable charged against the allowance.", "label": "Accounts Receivable, Allowance for Credit Loss, Writeoff", "negatedTerseLabel": "Deductions / Write-Offs" } } }, "localname": "AllowanceForDoubtfulAccountsReceivableWriteOffs", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesAccountsReceivableDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AmortizationOfDebtDiscountPremium": { "auth_ref": [ "r82", "r103", "r480" ], "calculation": { "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows": { "order": 8.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 }, "http://www.liveperson.com/role/ConvertibleSeniorNotesandCappedCallTransactionsCarryingAmountandInterestExpenseDetails": { "order": 3.0, "parentTag": "us-gaap_InterestExpenseDebt", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of noncash expense included in interest expense to amortize debt discount and premium associated with the related debt instruments. Excludes amortization of financing costs. Alternate captions include noncash interest expense.", "label": "Amortization of Debt Discount (Premium)", "terseLabel": "Accretion of debt discount on convertible senior notes", "verboseLabel": "Amortization of debt discount" } } }, "localname": "AmortizationOfDebtDiscountPremium", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows", "http://www.liveperson.com/role/ConvertibleSeniorNotesandCappedCallTransactionsCarryingAmountandInterestExpenseDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AmortizationOfFinancingCosts": { "auth_ref": [ "r76", "r103", "r482" ], "calculation": { "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows": { "order": 7.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 }, "http://www.liveperson.com/role/ConvertibleSeniorNotesandCappedCallTransactionsCarryingAmountandInterestExpenseDetails": { "order": 2.0, "parentTag": "us-gaap_InterestExpenseDebt", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization expense attributable to debt issuance costs.", "label": "Amortization of Debt Issuance Costs", "terseLabel": "Amortization of debt issuance costs", "verboseLabel": "Amortization of issuance costs" } } }, "localname": "AmortizationOfFinancingCosts", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows", "http://www.liveperson.com/role/ConvertibleSeniorNotesandCappedCallTransactionsCarryingAmountandInterestExpenseDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AmortizationOfIntangibleAssets": { "auth_ref": [ "r103", "r250", "r259" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The aggregate expense charged against earnings to allocate the cost of intangible assets (nonphysical assets not used in production) in a systematic and rational manner to the periods expected to benefit from such assets. As a noncash expense, this element is added back to net income when calculating cash provided by or used in operations using the indirect method.", "label": "Amortization of Intangible Assets", "verboseLabel": "Aggregate amortization expense" } } }, "localname": "AmortizationOfIntangibleAssets", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/GoodwillandIntangibleAssetsAmortizationExpenseDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount": { "auth_ref": [ "r144" ], "lang": { "en-us": { "role": { "documentation": "Securities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) or earnings per unit (EPU) in the future that were not included in the computation of diluted EPS or EPU because to do so would increase EPS or EPU amounts or decrease loss per share or unit amounts for the period presented.", "label": "Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount", "verboseLabel": "Anti-dilutive shares excluded from computation of earnings per share" } } }, "localname": "AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/NetLossperShareDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_Assets": { "auth_ref": [ "r114", "r174", "r181", "r188", "r213", "r453", "r457", "r470", "r541", "r557" ], "calculation": { "http://www.liveperson.com/role/ConsolidatedBalanceSheets": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.", "label": "Assets", "totalLabel": "Total assets" } } }, "localname": "Assets", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_AssetsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Assets [Abstract]", "terseLabel": "ASSETS" } } }, "localname": "AssetsAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "stringItemType" }, "us-gaap_AssetsCurrent": { "auth_ref": [ "r4", "r5", "r54", "r114", "r213", "r453", "r457", "r470" ], "calculation": { "http://www.liveperson.com/role/ConsolidatedBalanceSheets": { "order": 1.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Sum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold, or consumed within one year (or the normal operating cycle, if longer). Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.", "label": "Assets, Current", "totalLabel": "Total current assets" } } }, "localname": "AssetsCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_AssetsCurrentAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Assets, Current [Abstract]", "terseLabel": "CURRENT ASSETS:" } } }, "localname": "AssetsCurrentAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "stringItemType" }, "us-gaap_AssetsFairValueDisclosure": { "auth_ref": [ "r460" ], "calculation": { "http://www.liveperson.com/role/FairValueMeasurementsAssetsandLiabilitiesMeasuredatFairValueDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Fair value portion of probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.", "label": "Assets, Fair Value Disclosure", "totalLabel": "Total assets" } } }, "localname": "AssetsFairValueDisclosure", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/FairValueMeasurementsAssetsandLiabilitiesMeasuredatFairValueDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AssetsFairValueDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Assets, Fair Value Disclosure [Abstract]", "terseLabel": "Assets:" } } }, "localname": "AssetsFairValueDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/FairValueMeasurementsAssetsandLiabilitiesMeasuredatFairValueDetails" ], "xbrltype": "stringItemType" }, "us-gaap_AssetsNoncurrent": { "auth_ref": [ "r10", "r11", "r12", "r13", "r14", "r15", "r16", "r17", "r114", "r213", "r453", "r457", "r470" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Sum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold or consumed after one year or beyond the normal operating cycle, if longer.", "label": "Assets, Noncurrent", "terseLabel": "Total long-lived assets" } } }, "localname": "AssetsNoncurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/SegmentInformationLongLivedAssetsbyGeographicRegionDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AustralianTaxationOfficeMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Designated tax department of the government of Australia.", "label": "Australian Taxation Office [Member]", "terseLabel": "Australian Taxation Office" } } }, "localname": "AustralianTaxationOfficeMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_AwardTypeAxis": { "auth_ref": [ "r347", "r372" ], "lang": { "en-us": { "role": { "documentation": "Information by type of award under share-based payment arrangement.", "label": "Award Type [Axis]", "terseLabel": "Award Type [Axis]" } } }, "localname": "AwardTypeAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesNarrativeDetails", "http://www.liveperson.com/role/StockholdersEquityNarrativeDetails", "http://www.liveperson.com/role/StockholdersEquityRestrictedStockUnitActivityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_BilledRevenuesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Billed amounts due for services rendered or products shipped. This element is distinct from Billed contracts receivables because this is based on noncontract transactions.", "label": "Billed Revenues [Member]", "terseLabel": "Accounts Receivable" } } }, "localname": "BilledRevenuesMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesReceivablesandDeferredRevenueDetails" ], "xbrltype": "domainItemType" }, "us-gaap_BusinessAcquisitionAcquireeDomain": { "auth_ref": [ "r340", "r342" ], "lang": { "en-us": { "role": { "documentation": "Identification of the acquiree in a material business combination (or series of individually immaterial business combinations), which may include the name or other type of identification of the acquiree.", "label": "Business Acquisition, Acquiree [Domain]", "terseLabel": "Business Acquisition, Acquiree [Domain]" } } }, "localname": "BusinessAcquisitionAcquireeDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/AcquisitionsDetails", "http://www.liveperson.com/role/FairValueMeasurementsLevel3LiabilitiesDetails", "http://www.liveperson.com/role/FairValueMeasurementsNarrativeDetails", "http://www.liveperson.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_BusinessAcquisitionAxis": { "auth_ref": [ "r340", "r342", "r439", "r440" ], "lang": { "en-us": { "role": { "documentation": "Information by business combination or series of individually immaterial business combinations.", "label": "Business Acquisition [Axis]", "terseLabel": "Business Acquisition [Axis]" } } }, "localname": "BusinessAcquisitionAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/AcquisitionsDetails", "http://www.liveperson.com/role/FairValueMeasurementsLevel3LiabilitiesDetails", "http://www.liveperson.com/role/FairValueMeasurementsNarrativeDetails", "http://www.liveperson.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_BusinessAcquisitionCostOfAcquiredEntityTransactionCosts": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of direct costs of the business combination including legal, accounting, and other costs incurred to consummate the business acquisition.", "label": "Business Acquisition, Transaction Costs", "terseLabel": "Business acquisition transaction costs" } } }, "localname": "BusinessAcquisitionCostOfAcquiredEntityTransactionCosts", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/AcquisitionsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessAcquisitionLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Business Acquisition [Line Items]", "terseLabel": "Business Acquisition [Line Items]" } } }, "localname": "BusinessAcquisitionLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/AcquisitionsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_BusinessCombinationConsiderationTransferred1": { "auth_ref": [ "r446", "r447", "r449" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of consideration transferred, consisting of acquisition-date fair value of assets transferred by the acquirer, liabilities incurred by the acquirer, and equity interest issued by the acquirer.", "label": "Business Combination, Consideration Transferred", "terseLabel": "Aggregate purchase price" } } }, "localname": "BusinessCombinationConsiderationTransferred1", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/AcquisitionsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationConsiderationTransferredEquityInterestsIssuedAndIssuable": { "auth_ref": [ "r446", "r447" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of equity interests of the acquirer, including instruments or interests issued or issuable in consideration for the business combination.", "label": "Business Combination, Consideration Transferred, Equity Interests Issued and Issuable", "terseLabel": "Equity consideration in acquisition" } } }, "localname": "BusinessCombinationConsiderationTransferredEquityInterestsIssuedAndIssuable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/AcquisitionsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationContingentConsiderationArrangementsChangeInAmountOfContingentConsiderationLiability1": { "auth_ref": [ "r102", "r451" ], "calculation": { "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows": { "order": 9.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in the value of a contingent consideration liability, including, but not limited to, differences arising upon settlement.", "label": "Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability", "terseLabel": "Change in fair value of contingent consideration" } } }, "localname": "BusinessCombinationContingentConsiderationArrangementsChangeInAmountOfContingentConsiderationLiability1", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationContingentConsiderationLiabilityCurrent": { "auth_ref": [ "r445", "r448" ], "calculation": { "http://www.liveperson.com/role/FairValueMeasurementsAssetsandLiabilitiesMeasuredatFairValueDetails": { "order": 1.0, "parentTag": "us-gaap_LiabilitiesFairValueDisclosure", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of liability recognized arising from contingent consideration in a business combination, expected to be settled within one year or the normal operating cycle, if longer.", "label": "Business Combination, Contingent Consideration, Liability, Current", "terseLabel": "Contingent earn-out" } } }, "localname": "BusinessCombinationContingentConsiderationLiabilityCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/FairValueMeasurementsAssetsandLiabilitiesMeasuredatFairValueDetails", "http://www.liveperson.com/role/FairValueMeasurementsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationDisclosureTextBlock": { "auth_ref": [ "r452" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable).", "label": "Business Combination Disclosure [Text Block]", "terseLabel": "Acquisitions" } } }, "localname": "BusinessCombinationDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/Acquisitions" ], "xbrltype": "textBlockItemType" }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedNet": { "auth_ref": [ "r441", "r442" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount recognized as of the acquisition date for the identifiable assets acquired in excess of (less than) the aggregate liabilities assumed.", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net", "terseLabel": "Assets acquired liabilities assumed, net liability" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedNet", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/AcquisitionsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Business Combinations [Abstract]", "terseLabel": "Business Combinations [Abstract]" } } }, "localname": "BusinessCombinationsAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_BusinessCombinationsPolicy": { "auth_ref": [ "r112", "r438" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for completed business combinations (purchase method, acquisition method or combination of entities under common control). This accounting policy may include a general discussion of the purchase method or acquisition method of accounting (including for example, the treatment accorded contingent consideration, the identification of assets and liabilities, the purchase price allocation process, how the fair values of acquired assets and liabilities are determined) and the entity's specific application thereof. An entity that acquires another entity in a leveraged buyout transaction generally discloses the accounting policy followed by the acquiring entity in determining the basis used to value its interest in the acquired entity, and the rationale for that accounting policy.", "label": "Business Combinations Policy [Policy Text Block]", "terseLabel": "Business Combination" } } }, "localname": "BusinessCombinationsPolicy", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_BusinessDescriptionAndAccountingPoliciesTextBlock": { "auth_ref": [ "r120", "r160" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for the business description and accounting policies concepts. Business description describes the nature and type of organization including but not limited to organizational structure as may be applicable to holding companies, parent and subsidiary relationships, business divisions, business units, business segments, affiliates and information about significant ownership of the reporting entity. Accounting policies describe all significant accounting policies of the reporting entity.", "label": "Business Description and Accounting Policies [Text Block]", "terseLabel": "Description of Business and Summary of Significant Accounting Policies" } } }, "localname": "BusinessDescriptionAndAccountingPoliciesTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_CapitalExpendituresIncurredButNotYetPaid": { "auth_ref": [ "r108", "r109", "r110" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Future cash outflow to pay for purchases of fixed assets that have occurred.", "label": "Capital Expenditures Incurred but Not yet Paid", "terseLabel": "Purchase of property and equipment recorded in accounts payable" } } }, "localname": "CapitalExpendituresIncurredButNotYetPaid", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_CapitalizedComputerSoftwareGross": { "auth_ref": [ "r600" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before accumulated amortization of capitalized costs for computer software, including but not limited to, acquired and internally developed computer software.", "label": "Capitalized Computer Software, Gross", "verboseLabel": "Capitalized computer software" } } }, "localname": "CapitalizedComputerSoftwareGross", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CapitalizedContractCostAmortizationPeriod": { "auth_ref": [ "r236" ], "lang": { "en-us": { "role": { "documentation": "Amortization period of cost capitalized in obtaining or fulfilling contract with customer, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.", "label": "Capitalized Contract Cost, Amortization Period", "terseLabel": "Amortization period for contract acquisition costs (in years)" } } }, "localname": "CapitalizedContractCostAmortizationPeriod", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "durationItemType" }, "us-gaap_CapitalizedContractCostNet": { "auth_ref": [ "r237" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, after accumulated amortization and accumulated impairment loss, of asset recognized from cost incurred to obtain or fulfill contract with customer.", "label": "Capitalized Contract Cost, Net", "periodEndLabel": "Ending balance, Contract Acquisition Costs (noncurrent)", "periodStartLabel": "Opening balance, Contract Acquisition Costs (noncurrent)", "terseLabel": "Contract acquisition costs" } } }, "localname": "CapitalizedContractCostNet", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesNarrativeDetails", "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesReceivablesandDeferredRevenueDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CapitalizedContractCostNetNoncurrent": { "auth_ref": [ "r237" ], "calculation": { "http://www.liveperson.com/role/ConsolidatedBalanceSheets": { "order": 4.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, after accumulated amortization and accumulated impairment loss, of asset recognized from cost incurred to obtain or fulfill contract with customer; classified as noncurrent.", "label": "Capitalized Contract Cost, Net, Noncurrent", "terseLabel": "Contract acquisition costs" } } }, "localname": "CapitalizedContractCostNetNoncurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashAndCashEquivalentsAtCarryingValue": { "auth_ref": [ "r2", "r35", "r105" ], "calculation": { "http://www.liveperson.com/role/ConsolidatedBalanceSheets": { "order": 1.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation.", "label": "Cash and Cash Equivalents, at Carrying Value", "terseLabel": "Cash and cash equivalents" } } }, "localname": "CashAndCashEquivalentsAtCarryingValue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashAndCashEquivalentsFairValueDisclosure": { "auth_ref": [], "calculation": { "http://www.liveperson.com/role/FairValueMeasurementsAssetsandLiabilitiesMeasuredatFairValueDetails": { "order": 1.0, "parentTag": "us-gaap_AssetsFairValueDisclosure", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Fair value portion of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Cash and Cash Equivalents, Fair Value Disclosure", "terseLabel": "Money market funds" } } }, "localname": "CashAndCashEquivalentsFairValueDisclosure", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/FairValueMeasurementsAssetsandLiabilitiesMeasuredatFairValueDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashAndCashEquivalentsPolicyTextBlock": { "auth_ref": [ "r9", "r106", "r112" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for cash and cash equivalents, including the policy for determining which items are treated as cash equivalents. Other information that may be disclosed includes (1) the nature of any restrictions on the entity's use of its cash and cash equivalents, (2) whether the entity's cash and cash equivalents are insured or expose the entity to credit risk, (3) the classification of any negative balance accounts (overdrafts), and (4) the carrying basis of cash equivalents (for example, at cost) and whether the carrying amount of cash equivalents approximates fair value.", "label": "Cash and Cash Equivalents, Policy [Policy Text Block]", "verboseLabel": "Cash and Cash Equivalents" } } }, "localname": "CashAndCashEquivalentsPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents": { "auth_ref": [ "r99", "r105", "r111" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash and cash equivalents, and cash and cash equivalents restricted to withdrawal or usage. Excludes amount for disposal group and discontinued operations. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents", "periodEndLabel": "CASH AND CASH EQUIVALENTS - End of the year", "periodStartLabel": "CASH AND CASH EQUIVALENTS - Beginning of the year" } } }, "localname": "CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect": { "auth_ref": [ "r99", "r471" ], "calculation": { "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in cash, cash equivalents, and cash and cash equivalents restricted to withdrawal or usage; including effect from exchange rate change. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect", "totalLabel": "CHANGE IN CASH AND CASH EQUIVALENTS" } } }, "localname": "CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashFlowNoncashInvestingAndFinancingActivitiesDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Cash Flow, Noncash Investing and Financing Activities Disclosure [Abstract]", "terseLabel": "SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:" } } }, "localname": "CashFlowNoncashInvestingAndFinancingActivitiesDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_CommitmentsAndContingencies": { "auth_ref": [ "r49", "r287", "r547", "r562" ], "calculation": { "http://www.liveperson.com/role/ConsolidatedBalanceSheets": { "order": 2.0, "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Represents the caption on the face of the balance sheet to indicate that the entity has entered into (1) purchase or supply arrangements that will require expending a portion of its resources to meet the terms thereof, and (2) is exposed to potential losses or, less frequently, gains, arising from (a) possible claims against a company's resources due to future performance under contract terms, and (b) possible losses or likely gains from uncertainties that will ultimately be resolved when one or more future events that are deemed likely to occur do occur or fail to occur.", "label": "Commitments and Contingencies", "terseLabel": "Commitments and contingencies" } } }, "localname": "CommitmentsAndContingencies", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_CommitmentsAndContingenciesDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Commitments and Contingencies Disclosure [Abstract]", "terseLabel": "Commitments and Contingencies Disclosure [Abstract]" } } }, "localname": "CommitmentsAndContingenciesDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_CommitmentsAndContingenciesDisclosureTextBlock": { "auth_ref": [ "r284", "r285", "r286", "r288" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for commitments and contingencies.", "label": "Commitments and Contingencies Disclosure [Text Block]", "terseLabel": "Commitments and Contingencies" } } }, "localname": "CommitmentsAndContingenciesDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/CommitmentsandContingencies" ], "xbrltype": "textBlockItemType" }, "us-gaap_CommonStockCapitalSharesReservedForFutureIssuance": { "auth_ref": [ "r50" ], "lang": { "en-us": { "role": { "documentation": "Aggregate number of common shares reserved for future issuance.", "label": "Common Stock, Capital Shares Reserved for Future Issuance", "terseLabel": "Shares of common stock available for issuance (in shares)" } } }, "localname": "CommonStockCapitalSharesReservedForFutureIssuance", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/StockholdersEquityNarrativeDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonStockMember": { "auth_ref": [ "r121", "r122" ], "lang": { "en-us": { "role": { "documentation": "Stock that is subordinate to all other stock of the issuer.", "label": "Common Stock [Member]", "terseLabel": "Common Stock" } } }, "localname": "CommonStockMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofStockholdersEquity" ], "xbrltype": "domainItemType" }, "us-gaap_CommonStockParOrStatedValuePerShare": { "auth_ref": [ "r24" ], "lang": { "en-us": { "role": { "documentation": "Face amount or stated value per share of common stock.", "label": "Common Stock, Par or Stated Value Per Share", "terseLabel": "Common stock, par value (in dollars per share)" } } }, "localname": "CommonStockParOrStatedValuePerShare", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedBalanceSheetsParenthetical", "http://www.liveperson.com/role/ConvertibleSeniorNotesandCappedCallTransactionsNarrativeDetails", "http://www.liveperson.com/role/StockholdersEquityNarrativeDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_CommonStockSharesAuthorized": { "auth_ref": [ "r24" ], "lang": { "en-us": { "role": { "documentation": "The maximum number of common shares permitted to be issued by an entity's charter and bylaws.", "label": "Common Stock, Shares Authorized", "terseLabel": "Common stock, shares authorized (in shares)" } } }, "localname": "CommonStockSharesAuthorized", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedBalanceSheetsParenthetical", "http://www.liveperson.com/role/StockholdersEquityNarrativeDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonStockSharesIssued": { "auth_ref": [ "r24" ], "lang": { "en-us": { "role": { "documentation": "Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury.", "label": "Common Stock, Shares, Issued", "terseLabel": "Common stock, shares issued (in shares)" } } }, "localname": "CommonStockSharesIssued", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedBalanceSheetsParenthetical", "http://www.liveperson.com/role/StockholdersEquityNarrativeDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonStockSharesOutstanding": { "auth_ref": [ "r24", "r298" ], "lang": { "en-us": { "role": { "documentation": "Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation.", "label": "Common Stock, Shares, Outstanding", "terseLabel": "Common stock, shares outstanding (in shares)" } } }, "localname": "CommonStockSharesOutstanding", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedBalanceSheetsParenthetical", "http://www.liveperson.com/role/StockholdersEquityNarrativeDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonStockValue": { "auth_ref": [ "r24" ], "calculation": { "http://www.liveperson.com/role/ConsolidatedBalanceSheets": { "order": 2.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Aggregate par or stated value of issued nonredeemable common stock (or common stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable common shares, par value and other disclosure concepts are in another section within stockholders' equity.", "label": "Common Stock, Value, Issued", "verboseLabel": "Common stock, $0.001 par value - 200,000,000 and 200,000,000 shares authorized, 70,264,265 and 66,543,073 shares issued, and 67,554,435 and 63,833,243 shares outstanding as of December 31, 2020 and 2019, respectively" } } }, "localname": "CommonStockValue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_ComponentsOfDeferredTaxAssetsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Components of Deferred Tax Assets [Abstract]", "terseLabel": "Deferred tax assets:" } } }, "localname": "ComponentsOfDeferredTaxAssetsAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/IncomeTaxesScheduleofFederalDeferredTaxAssetsandDeferredTaxLiabilitiesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ComponentsOfDeferredTaxLiabilitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Components of Deferred Tax Liabilities [Abstract]", "terseLabel": "Deferred tax liabilities:" } } }, "localname": "ComponentsOfDeferredTaxLiabilitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/IncomeTaxesScheduleofFederalDeferredTaxAssetsandDeferredTaxLiabilitiesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ComprehensiveIncomeNetOfTax": { "auth_ref": [ "r64", "r66", "r67", "r72", "r550", "r566" ], "calculation": { "http://www.liveperson.com/role/ConsolidatedStatementsofComprehensiveLoss": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income, attributable to parent entity. Excludes changes in equity resulting from investments by owners and distributions to owners.", "label": "Comprehensive Income (Loss), Net of Tax, Attributable to Parent", "totalLabel": "Comprehensive loss" } } }, "localname": "ComprehensiveIncomeNetOfTax", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofComprehensiveLoss" ], "xbrltype": "monetaryItemType" }, "us-gaap_ComprehensiveIncomePolicyPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for comprehensive income.", "label": "Comprehensive Income, Policy [Policy Text Block]", "verboseLabel": "Comprehensive Loss" } } }, "localname": "ComprehensiveIncomePolicyPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_ConcentrationRiskCreditRisk": { "auth_ref": [ "r154", "r554" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for credit risk.", "label": "Concentration Risk, Credit Risk, Policy [Policy Text Block]", "verboseLabel": "Concentration of Credit Risk" } } }, "localname": "ConcentrationRiskCreditRisk", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_ConsolidationPolicyTextBlock": { "auth_ref": [ "r112", "r455" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy regarding (1) the principles it follows in consolidating or combining the separate financial statements, including the principles followed in determining the inclusion or exclusion of subsidiaries or other entities in the consolidated or combined financial statements and (2) its treatment of interests (for example, common stock, a partnership interest or other means of exerting influence) in other entities, for example consolidation or use of the equity or cost methods of accounting. The accounting policy may also address the accounting treatment for intercompany accounts and transactions, noncontrolling interest, and the income statement treatment in consolidation for issuances of stock by a subsidiary.", "label": "Consolidation, Policy [Policy Text Block]", "verboseLabel": "Principles of Consolidation" } } }, "localname": "ConsolidationPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_ContractWithCustomerLiabilityCurrent": { "auth_ref": [ "r306", "r307", "r319" ], "calculation": { "http://www.liveperson.com/role/ConsolidatedBalanceSheets": { "order": 3.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of obligation to transfer good or service to customer for which consideration has been received or is receivable, classified as current.", "label": "Contract with Customer, Liability, Current", "periodEndLabel": "Ending balance, Deferred Revenue (current)", "periodStartLabel": "Opening balance, Deferred Revenue (current)", "terseLabel": "Deferred revenue", "verboseLabel": "Total deferred revenue - short term" } } }, "localname": "ContractWithCustomerLiabilityCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedBalanceSheets", "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesDeferredRevenueDetails", "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesReceivablesandDeferredRevenueDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ContractWithCustomerLiabilityNoncurrent": { "auth_ref": [ "r306", "r307", "r319" ], "calculation": { "http://www.liveperson.com/role/ConsolidatedBalanceSheets": { "order": 2.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of obligation to transfer good or service to customer for which consideration has been received or is receivable, classified as noncurrent.", "label": "Contract with Customer, Liability, Noncurrent", "periodEndLabel": "Ending balance, Deferred revenue (long-term)", "periodStartLabel": "Opening balance, Deferred revenue (long-term)", "terseLabel": "Deferred revenue, net of current portion", "verboseLabel": "Total deferred revenue - long term" } } }, "localname": "ContractWithCustomerLiabilityNoncurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedBalanceSheets", "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesDeferredRevenueDetails", "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesReceivablesandDeferredRevenueDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ConvertibleDebtFairValueDisclosures": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Fair value portion of borrowing which can be exchanged for a specified number of another security at the option of the issuer or the holder, for example, but not limited to, the entity's common stock.", "label": "Convertible Debt, Fair Value Disclosures", "terseLabel": "Convertible senior note net" } } }, "localname": "ConvertibleDebtFairValueDisclosures", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/FairValueMeasurementsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ConvertibleDebtMember": { "auth_ref": [ "r290" ], "lang": { "en-us": { "role": { "documentation": "Borrowing which can be exchanged for a specified number of another security at the option of the issuer or the holder, for example, but not limited to, the entity's common stock.", "label": "Convertible Debt [Member]", "terseLabel": "Convertible Debt" } } }, "localname": "ConvertibleDebtMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConvertibleSeniorNotesandCappedCallTransactionsCarryingAmountandInterestExpenseDetails", "http://www.liveperson.com/role/ConvertibleSeniorNotesandCappedCallTransactionsNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ConvertibleDebtTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of borrowings which can be exchanged for a specified number of another security at the option of the issuer or the holder. Disclosures include, but are not limited to, principal amount, amortized premium or discount, and amount of liability and equity components.", "label": "Convertible Debt [Table Text Block]", "terseLabel": "Schedule of Carrying Amount of Convertible Debt and Related Interest" } } }, "localname": "ConvertibleDebtTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConvertibleSeniorNotesandCappedCallTransactionsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ConvertibleLongTermNotesPayable": { "auth_ref": [ "r47" ], "calculation": { "http://www.liveperson.com/role/ConsolidatedBalanceSheets": { "order": 3.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying value as of the balance sheet date of long-term debt (with maturities initially due after one year or beyond the operating cycle if longer) identified as Convertible Notes Payable, excluding current portion. Convertible Notes Payable is a written promise to pay a note which can be exchanged for a specified amount of another, related security, at the option of the issuer and the holder.", "label": "Convertible Notes Payable, Noncurrent", "terseLabel": "Convertible senior notes, net" } } }, "localname": "ConvertibleLongTermNotesPayable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_CorporateNonSegmentMember": { "auth_ref": [ "r179", "r180", "r181", "r182", "r184", "r190", "r192" ], "lang": { "en-us": { "role": { "documentation": "Corporate headquarters or functional department that may not earn revenues or may earn revenues that are only incidental to the activities of the entity and is not considered an operating segment.", "label": "Corporate, Non-Segment [Member]", "terseLabel": "Corporate" } } }, "localname": "CorporateNonSegmentMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/SegmentInformationFinancialInformationbySegmentDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CostOfGoodsAndServicesSoldAmortization": { "auth_ref": [ "r77" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of expense for allocation of cost of intangible asset over its useful life directly used in production of good and rendering of service.", "label": "Cost, Amortization", "terseLabel": "Amortization of purchased intangibles" } } }, "localname": "CostOfGoodsAndServicesSoldAmortization", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofOperationsParenthetical" ], "xbrltype": "monetaryItemType" }, "us-gaap_CostOfRevenue": { "auth_ref": [ "r79", "r114", "r213", "r470" ], "calculation": { "http://www.liveperson.com/role/ConsolidatedStatementsofOperations": { "order": 1.0, "parentTag": "us-gaap_CostsAndExpenses", "weight": 1.0 }, "http://www.liveperson.com/role/SegmentInformationFinancialInformationbySegmentDetails": { "order": 2.0, "parentTag": "us-gaap_OperatingIncomeLoss", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The aggregate cost of goods produced and sold and services rendered during the reporting period.", "label": "Cost of Revenue", "terseLabel": "Cost of revenue" } } }, "localname": "CostOfRevenue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofOperations", "http://www.liveperson.com/role/SegmentInformationFinancialInformationbySegmentDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CostOfSalesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Primary financial statement caption encompassing cost of sales.", "label": "Cost of Sales [Member]", "terseLabel": "Cost of revenue" } } }, "localname": "CostOfSalesMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofOperationsParenthetical" ], "xbrltype": "domainItemType" }, "us-gaap_CostsAndExpenses": { "auth_ref": [ "r78" ], "calculation": { "http://www.liveperson.com/role/ConsolidatedStatementsofOperations": { "order": 2.0, "parentTag": "us-gaap_OperatingIncomeLoss", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Total costs of sales and operating expenses for the period.", "label": "Costs and Expenses", "totalLabel": "Total costs and expenses" } } }, "localname": "CostsAndExpenses", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofOperations" ], "xbrltype": "monetaryItemType" }, "us-gaap_CostsAndExpensesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Costs and Expenses [Abstract]", "terseLabel": "Costs and expenses:" } } }, "localname": "CostsAndExpensesAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofOperations" ], "xbrltype": "stringItemType" }, "us-gaap_CreditFacilityAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Information by type of credit facility. Credit facilities provide capital to borrowers without the need to structure a loan for each borrowing.", "label": "Credit Facility [Axis]", "terseLabel": "Credit Facility [Axis]" } } }, "localname": "CreditFacilityAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/CommitmentsandContingenciesEmployeeBenefitPlansLettersofCreditandNonIncomeRelatedTaxesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_CreditFacilityDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Type of credit facility. Credit facilities provide capital to borrowers without the need to structure a loan for each borrowing.", "label": "Credit Facility [Domain]", "terseLabel": "Credit Facility [Domain]" } } }, "localname": "CreditFacilityDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/CommitmentsandContingenciesEmployeeBenefitPlansLettersofCreditandNonIncomeRelatedTaxesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CurrentFederalStateAndLocalTaxExpenseBenefitAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Current Federal, State and Local, Tax Expense (Benefit) [Abstract]", "terseLabel": "Current income taxes:" } } }, "localname": "CurrentFederalStateAndLocalTaxExpenseBenefitAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/IncomeTaxesScheduleofProvisionforIncomeTaxesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_CurrentFederalTaxExpenseBenefit": { "auth_ref": [ "r115", "r418", "r428" ], "calculation": { "http://www.liveperson.com/role/IncomeTaxesScheduleofProvisionforIncomeTaxesDetails": { "order": 1.0, "parentTag": "us-gaap_CurrentIncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of current federal tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Current Federal Tax Expense (Benefit)", "verboseLabel": "Current income taxes, U.S. Federal" } } }, "localname": "CurrentFederalTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/IncomeTaxesScheduleofProvisionforIncomeTaxesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CurrentForeignTaxExpenseBenefit": { "auth_ref": [ "r119", "r418" ], "calculation": { "http://www.liveperson.com/role/IncomeTaxesScheduleofProvisionforIncomeTaxesDetails": { "order": 3.0, "parentTag": "us-gaap_CurrentIncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of current foreign income tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Current Foreign Tax Expense (Benefit)", "verboseLabel": "Current income taxes, Foreign" } } }, "localname": "CurrentForeignTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/IncomeTaxesScheduleofProvisionforIncomeTaxesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CurrentIncomeTaxExpenseBenefit": { "auth_ref": [ "r115", "r418", "r428", "r430" ], "calculation": { "http://www.liveperson.com/role/IncomeTaxesScheduleofProvisionforIncomeTaxesDetails": { "order": 1.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of current income tax expense (benefit) pertaining to taxable income (loss) from continuing operations.", "label": "Current Income Tax Expense (Benefit)", "totalLabel": "Total current income taxes" } } }, "localname": "CurrentIncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/IncomeTaxesScheduleofProvisionforIncomeTaxesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CurrentStateAndLocalTaxExpenseBenefit": { "auth_ref": [ "r115", "r418", "r428" ], "calculation": { "http://www.liveperson.com/role/IncomeTaxesScheduleofProvisionforIncomeTaxesDetails": { "order": 2.0, "parentTag": "us-gaap_CurrentIncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of current state and local tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Current State and Local Tax Expense (Benefit)", "verboseLabel": "Current income taxes, State and local" } } }, "localname": "CurrentStateAndLocalTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/IncomeTaxesScheduleofProvisionforIncomeTaxesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CustomerContractsMember": { "auth_ref": [ "r443" ], "lang": { "en-us": { "role": { "documentation": "Entity's established relationships with its customers through contracts.", "label": "Customer Contracts [Member]", "terseLabel": "Customer relationships" } } }, "localname": "CustomerContractsMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/GoodwillandIntangibleAssetsIntangibleAssetsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DebtDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Debt Disclosure [Abstract]", "terseLabel": "Debt Disclosure [Abstract]" } } }, "localname": "DebtDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_DebtDisclosureTextBlock": { "auth_ref": [ "r297" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.", "label": "Debt Disclosure [Text Block]", "terseLabel": "Convertible Senior Notes and Capped Call Transactions" } } }, "localname": "DebtDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConvertibleSeniorNotesandCappedCallTransactions" ], "xbrltype": "textBlockItemType" }, "us-gaap_DebtInstrumentAxis": { "auth_ref": [ "r18", "r19", "r20", "r542", "r544", "r556" ], "lang": { "en-us": { "role": { "documentation": "Information by type of debt instrument, including, but not limited to, draws against credit facilities.", "label": "Debt Instrument [Axis]", "terseLabel": "Debt Instrument [Axis]" } } }, "localname": "DebtInstrumentAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/CommitmentsandContingenciesEmployeeBenefitPlansLettersofCreditandNonIncomeRelatedTaxesDetails", "http://www.liveperson.com/role/ConvertibleSeniorNotesandCappedCallTransactionsCarryingAmountandInterestExpenseDetails", "http://www.liveperson.com/role/ConvertibleSeniorNotesandCappedCallTransactionsNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DebtInstrumentCarryingAmount": { "auth_ref": [ "r20", "r292", "r544", "r556" ], "calculation": { "http://www.liveperson.com/role/ConvertibleSeniorNotesandCappedCallTransactionsCarryingAmountandInterestExpenseDetails": { "order": 1.0, "parentTag": "us-gaap_LongTermDebt", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, before unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but is not limited to, notes payable, bonds payable, commercial loans, mortgage loans, convertible debt, subordinated debt and other types of debt.", "label": "Long-term Debt, Gross", "terseLabel": "Principal" } } }, "localname": "DebtInstrumentCarryingAmount", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConvertibleSeniorNotesandCappedCallTransactionsCarryingAmountandInterestExpenseDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtInstrumentConvertibleCarryingAmountOfTheEquityComponent": { "auth_ref": [ "r291" ], "calculation": { "http://www.liveperson.com/role/ConvertibleSeniorNotesandCappedCallTransactionsCarryingAmountandInterestExpenseDetails": { "order": 1.0, "parentTag": "lpsn_DebtInstrumentConvertibleCarryingAmountOfEquityComponentNetOfIssuanceCosts", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The carrying amount of the equity component of convertible debt which may be settled in cash upon conversion.", "label": "Debt Instrument, Convertible, Carrying Amount of Equity Component", "terseLabel": "Proceeds allocated to the conversion options (debt discount)", "verboseLabel": "Carry amount of equity component of convertible notes" } } }, "localname": "DebtInstrumentConvertibleCarryingAmountOfTheEquityComponent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConvertibleSeniorNotesandCappedCallTransactionsCarryingAmountandInterestExpenseDetails", "http://www.liveperson.com/role/ConvertibleSeniorNotesandCappedCallTransactionsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtInstrumentConvertibleConversionPrice1": { "auth_ref": [ "r295" ], "lang": { "en-us": { "role": { "documentation": "The price per share of the conversion feature embedded in the debt instrument.", "label": "Debt Instrument, Convertible, Conversion Price", "terseLabel": "Convertible debt conversion price (in dollars per share)" } } }, "localname": "DebtInstrumentConvertibleConversionPrice1", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConvertibleSeniorNotesandCappedCallTransactionsNarrativeDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_DebtInstrumentConvertibleRemainingDiscountAmortizationPeriod1": { "auth_ref": [ "r294" ], "lang": { "en-us": { "role": { "documentation": "Remaining amortization period for discount on the liability component of convertible debt which may be settled in cash upon conversion, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Debt Instrument, Convertible, Remaining Discount Amortization Period", "terseLabel": "Remaining amortization period for debt discount and debt issuance costs" } } }, "localname": "DebtInstrumentConvertibleRemainingDiscountAmortizationPeriod1", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConvertibleSeniorNotesandCappedCallTransactionsNarrativeDetails" ], "xbrltype": "durationItemType" }, "us-gaap_DebtInstrumentConvertibleThresholdConsecutiveTradingDays1": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Threshold period of specified consecutive trading days within which common stock price to conversion price of convertible debt instrument must exceed threshold percentage for specified number of trading days to trigger conversion feature.", "label": "Debt Instrument, Convertible, Threshold Consecutive Trading Days", "terseLabel": "Threshold consecutive trading days in analysis of conversion price" } } }, "localname": "DebtInstrumentConvertibleThresholdConsecutiveTradingDays1", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConvertibleSeniorNotesandCappedCallTransactionsNarrativeDetails" ], "xbrltype": "integerItemType" }, "us-gaap_DebtInstrumentConvertibleThresholdPercentageOfStockPriceTrigger": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Minimum percentage of common stock price to conversion price of convertible debt instruments to determine eligibility of conversion.", "label": "Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger", "terseLabel": "Threshold percentage of stock price if converted" } } }, "localname": "DebtInstrumentConvertibleThresholdPercentageOfStockPriceTrigger", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/AcquisitionsDetails", "http://www.liveperson.com/role/ConvertibleSeniorNotesandCappedCallTransactionsNarrativeDetails" ], "xbrltype": "percentItemType" }, "us-gaap_DebtInstrumentConvertibleThresholdTradingDays": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Threshold number of specified trading days that common stock price to conversion price of convertible debt instruments must exceed threshold percentage within a specified consecutive trading period to trigger conversion feature.", "label": "Debt Instrument, Convertible, Threshold Trading Days", "terseLabel": "Threshold trading days in consideration of note conversion" } } }, "localname": "DebtInstrumentConvertibleThresholdTradingDays", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConvertibleSeniorNotesandCappedCallTransactionsNarrativeDetails" ], "xbrltype": "integerItemType" }, "us-gaap_DebtInstrumentFaceAmount": { "auth_ref": [ "r481", "r483" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Face (par) amount of debt instrument at time of issuance.", "label": "Debt Instrument, Face Amount", "terseLabel": "Aggregate principal" } } }, "localname": "DebtInstrumentFaceAmount", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConvertibleSeniorNotesandCappedCallTransactionsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtInstrumentInterestRateDuringPeriod": { "auth_ref": [ "r46", "r481" ], "lang": { "en-us": { "role": { "documentation": "The average effective interest rate during the reporting period.", "label": "Debt Instrument, Interest Rate During Period", "terseLabel": "Effective interest rate (percent)" } } }, "localname": "DebtInstrumentInterestRateDuringPeriod", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConvertibleSeniorNotesandCappedCallTransactionsNarrativeDetails" ], "xbrltype": "percentItemType" }, "us-gaap_DebtInstrumentInterestRateStatedPercentage": { "auth_ref": [ "r46" ], "lang": { "en-us": { "role": { "documentation": "Contractual interest rate for funds borrowed, under the debt agreement.", "label": "Debt Instrument, Interest Rate, Stated Percentage", "terseLabel": "Debt instrument stated rate (percent)" } } }, "localname": "DebtInstrumentInterestRateStatedPercentage", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConvertibleSeniorNotesandCappedCallTransactionsNarrativeDetails" ], "xbrltype": "percentItemType" }, "us-gaap_DebtInstrumentLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Debt Instrument [Line Items]", "terseLabel": "Debt Instrument [Line Items]" } } }, "localname": "DebtInstrumentLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConvertibleSeniorNotesandCappedCallTransactionsCarryingAmountandInterestExpenseDetails", "http://www.liveperson.com/role/ConvertibleSeniorNotesandCappedCallTransactionsNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DebtInstrumentNameDomain": { "auth_ref": [ "r47" ], "lang": { "en-us": { "role": { "documentation": "The name for the particular debt instrument or borrowing that distinguishes it from other debt instruments or borrowings, including draws against credit facilities.", "label": "Debt Instrument, Name [Domain]", "terseLabel": "Debt Instrument, Name [Domain]" } } }, "localname": "DebtInstrumentNameDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/CommitmentsandContingenciesEmployeeBenefitPlansLettersofCreditandNonIncomeRelatedTaxesDetails", "http://www.liveperson.com/role/ConvertibleSeniorNotesandCappedCallTransactionsCarryingAmountandInterestExpenseDetails", "http://www.liveperson.com/role/ConvertibleSeniorNotesandCappedCallTransactionsNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DebtInstrumentRedemptionPricePercentage": { "auth_ref": [ "r552" ], "lang": { "en-us": { "role": { "documentation": "Percentage price of original principal amount of debt at which debt can be redeemed by the issuer.", "label": "Debt Instrument, Redemption Price, Percentage", "terseLabel": "Percentage of principal amount paid if repurchase due to fundamental change (percent)" } } }, "localname": "DebtInstrumentRedemptionPricePercentage", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConvertibleSeniorNotesandCappedCallTransactionsNarrativeDetails" ], "xbrltype": "percentItemType" }, "us-gaap_DebtInstrumentTable": { "auth_ref": [ "r47", "r116", "r299", "r300", "r301", "r302", "r480", "r481", "r483", "r553" ], "lang": { "en-us": { "role": { "documentation": "A table or schedule providing information pertaining to long-term debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the company, if longer.", "label": "Schedule of Long-term Debt Instruments [Table]", "terseLabel": "Schedule of Long-term Debt Instruments [Table]" } } }, "localname": "DebtInstrumentTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConvertibleSeniorNotesandCappedCallTransactionsCarryingAmountandInterestExpenseDetails", "http://www.liveperson.com/role/ConvertibleSeniorNotesandCappedCallTransactionsNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DebtInstrumentUnamortizedDiscount": { "auth_ref": [ "r480", "r483" ], "calculation": { "http://www.liveperson.com/role/ConvertibleSeniorNotesandCappedCallTransactionsCarryingAmountandInterestExpenseDetails": { "order": 2.0, "parentTag": "us-gaap_LongTermDebt", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, after accumulated amortization, of debt discount.", "label": "Debt Instrument, Unamortized Discount", "negatedTerseLabel": "Unamortized discount" } } }, "localname": "DebtInstrumentUnamortizedDiscount", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConvertibleSeniorNotesandCappedCallTransactionsCarryingAmountandInterestExpenseDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredChargesPolicyTextBlock": { "auth_ref": [ "r39", "r112" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for deferral and amortization of significant deferred charges.", "label": "Deferred Charges, Policy [Policy Text Block]", "terseLabel": "Deferred Rent" } } }, "localname": "DeferredChargesPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_DeferredFederalIncomeTaxExpenseBenefit": { "auth_ref": [ "r115", "r419", "r428" ], "calculation": { "http://www.liveperson.com/role/IncomeTaxesScheduleofProvisionforIncomeTaxesDetails": { "order": 1.0, "parentTag": "us-gaap_DeferredIncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred federal income tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Deferred Federal Income Tax Expense (Benefit)", "verboseLabel": "Deferred income taxes, U.S. Federal" } } }, "localname": "DeferredFederalIncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/IncomeTaxesScheduleofProvisionforIncomeTaxesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredFederalStateAndLocalTaxExpenseBenefitAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Deferred Federal, State and Local, Tax Expense (Benefit) [Abstract]", "terseLabel": "Deferred income taxes:" } } }, "localname": "DeferredFederalStateAndLocalTaxExpenseBenefitAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/IncomeTaxesScheduleofProvisionforIncomeTaxesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DeferredFinanceCostsGross": { "auth_ref": [ "r482" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, before accumulated amortization, of debt issuance costs. Includes, but is not limited to, legal, accounting, underwriting, printing, and registration costs.", "label": "Debt Issuance Costs, Gross", "terseLabel": "Debt issuance costs attributable to liability" } } }, "localname": "DeferredFinanceCostsGross", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConvertibleSeniorNotesandCappedCallTransactionsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredFinanceCostsNet": { "auth_ref": [ "r39", "r482" ], "calculation": { "http://www.liveperson.com/role/ConvertibleSeniorNotesandCappedCallTransactionsCarryingAmountandInterestExpenseDetails": { "order": 3.0, "parentTag": "us-gaap_LongTermDebt", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, after accumulated amortization, of debt issuance costs. Includes, but is not limited to, legal, accounting, underwriting, printing, and registration costs.", "label": "Debt Issuance Costs, Net", "negatedTerseLabel": "Unamortized issuance costs" } } }, "localname": "DeferredFinanceCostsNet", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConvertibleSeniorNotesandCappedCallTransactionsCarryingAmountandInterestExpenseDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredForeignIncomeTaxExpenseBenefit": { "auth_ref": [ "r115", "r419", "r428" ], "calculation": { "http://www.liveperson.com/role/IncomeTaxesScheduleofProvisionforIncomeTaxesDetails": { "order": 3.0, "parentTag": "us-gaap_DeferredIncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred foreign income tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Deferred Foreign Income Tax Expense (Benefit)", "verboseLabel": "Deferred income taxes, Foreign" } } }, "localname": "DeferredForeignIncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/IncomeTaxesScheduleofProvisionforIncomeTaxesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredIncomeTaxAssetsNet": { "auth_ref": [ "r393", "r394" ], "calculation": { "http://www.liveperson.com/role/ConsolidatedBalanceSheets": { "order": 7.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, after allocation of valuation allowances and deferred tax liability, of deferred tax asset attributable to deductible differences and carryforwards, with jurisdictional netting.", "label": "Deferred Income Tax Assets, Net", "terseLabel": "Deferred tax assets" } } }, "localname": "DeferredIncomeTaxAssetsNet", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredIncomeTaxExpenseBenefit": { "auth_ref": [ "r103", "r115", "r419", "r428", "r429", "r430" ], "calculation": { "http://www.liveperson.com/role/IncomeTaxesScheduleofProvisionforIncomeTaxesDetails": { "order": 2.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred income tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Deferred Income Tax Expense (Benefit)", "totalLabel": "Total deferred income taxes" } } }, "localname": "DeferredIncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/IncomeTaxesScheduleofProvisionforIncomeTaxesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredIncomeTaxLiabilities": { "auth_ref": [ "r21", "r22", "r408", "r543", "r555" ], "calculation": { "http://www.liveperson.com/role/IncomeTaxesScheduleofFederalDeferredTaxAssetsandDeferredTaxLiabilitiesDetails": { "order": 2.0, "parentTag": "us-gaap_DeferredTaxAssetsLiabilitiesNet", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred tax liability attributable to taxable temporary differences.", "label": "Deferred Tax Liabilities, Gross", "negatedTotalLabel": "Total deferred tax liabilities" } } }, "localname": "DeferredIncomeTaxLiabilities", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/IncomeTaxesScheduleofFederalDeferredTaxAssetsandDeferredTaxLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredIncomeTaxLiabilitiesNet": { "auth_ref": [ "r393", "r394" ], "calculation": { "http://www.liveperson.com/role/ConsolidatedBalanceSheets": { "order": 6.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, after deferred tax asset, of deferred tax liability attributable to taxable differences with jurisdictional netting.", "label": "Deferred Income Tax Liabilities, Net", "terseLabel": "Deferred tax liability" } } }, "localname": "DeferredIncomeTaxLiabilitiesNet", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredIncomeTaxesAndTaxCredits": { "auth_ref": [ "r104" ], "calculation": { "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows": { "order": 11.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred income tax expense (benefit) and income tax credits.", "label": "Deferred Income Taxes and Tax Credits", "terseLabel": "Deferred income taxes" } } }, "localname": "DeferredIncomeTaxesAndTaxCredits", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredStateAndLocalIncomeTaxExpenseBenefit": { "auth_ref": [ "r115", "r419", "r428" ], "calculation": { "http://www.liveperson.com/role/IncomeTaxesScheduleofProvisionforIncomeTaxesDetails": { "order": 2.0, "parentTag": "us-gaap_DeferredIncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred state and local tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Deferred State and Local Income Tax Expense (Benefit)", "terseLabel": "Deferred income taxes, State and local" } } }, "localname": "DeferredStateAndLocalIncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/IncomeTaxesScheduleofProvisionforIncomeTaxesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetInterestCarryforward": { "auth_ref": [ "r416" ], "calculation": { "http://www.liveperson.com/role/IncomeTaxesScheduleofFederalDeferredTaxAssetsandDeferredTaxLiabilitiesDetails": { "order": 4.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, before allocation of valuation allowance, of deferred tax asset attributable to deductible interest carryforward.", "label": "Deferred Tax Asset, Interest Carryforward", "terseLabel": "Interest" } } }, "localname": "DeferredTaxAssetInterestCarryforward", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/IncomeTaxesScheduleofFederalDeferredTaxAssetsandDeferredTaxLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsGoodwillAndIntangibleAssets": { "auth_ref": [], "calculation": { "http://www.liveperson.com/role/IncomeTaxesScheduleofFederalDeferredTaxAssetsandDeferredTaxLiabilitiesDetails": { "order": 8.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences from intangible assets including goodwill.", "label": "Deferred Tax Assets, Goodwill and Intangible Assets", "verboseLabel": "Intangibles amortization" } } }, "localname": "DeferredTaxAssetsGoodwillAndIntangibleAssets", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/IncomeTaxesScheduleofFederalDeferredTaxAssetsandDeferredTaxLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsGross": { "auth_ref": [ "r409" ], "calculation": { "http://www.liveperson.com/role/IncomeTaxesScheduleofFederalDeferredTaxAssetsandDeferredTaxLiabilitiesDetails": { "order": 1.0, "parentTag": "us-gaap_DeferredTaxAssetsNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences and carryforwards.", "label": "Deferred Tax Assets, Gross", "totalLabel": "Total deferred tax assets" } } }, "localname": "DeferredTaxAssetsGross", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/IncomeTaxesScheduleofFederalDeferredTaxAssetsandDeferredTaxLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsLiabilitiesNet": { "auth_ref": [ "r411" ], "calculation": { "http://www.liveperson.com/role/IncomeTaxesScheduleofFederalDeferredTaxAssetsandDeferredTaxLiabilitiesDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, after allocation of valuation allowances and deferred tax liability, of deferred tax asset attributable to deductible differences and carryforwards, without jurisdictional netting.", "label": "Deferred Tax Assets, Net", "totalLabel": "Net deferred tax assets (liabilities)" } } }, "localname": "DeferredTaxAssetsLiabilitiesNet", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/IncomeTaxesScheduleofFederalDeferredTaxAssetsandDeferredTaxLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsNet": { "auth_ref": [ "r411" ], "calculation": { "http://www.liveperson.com/role/IncomeTaxesScheduleofFederalDeferredTaxAssetsandDeferredTaxLiabilitiesDetails": { "order": 1.0, "parentTag": "us-gaap_DeferredTaxAssetsLiabilitiesNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount after allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences and carryforwards.", "label": "Deferred Tax Assets, Net of Valuation Allowance", "totalLabel": "Deferred tax assets, net of valuation allowance" } } }, "localname": "DeferredTaxAssetsNet", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/IncomeTaxesScheduleofFederalDeferredTaxAssetsandDeferredTaxLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsOperatingLossCarryforwards": { "auth_ref": [ "r416", "r417" ], "calculation": { "http://www.liveperson.com/role/IncomeTaxesScheduleofFederalDeferredTaxAssetsandDeferredTaxLiabilitiesDetails": { "order": 1.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible operating loss carryforwards.", "label": "Deferred Tax Assets, Operating Loss Carryforwards", "verboseLabel": "Net operating loss carryforwards" } } }, "localname": "DeferredTaxAssetsOperatingLossCarryforwards", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/IncomeTaxesScheduleofFederalDeferredTaxAssetsandDeferredTaxLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsOperatingLossCarryforwardsNotSubjectToExpiration": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible operating loss carryforwards that are not subject to expiration dates.", "label": "Deferred Tax Assets, Operating Loss Carryforwards, Not Subject to Expiration", "terseLabel": "Net operating loss carryforwards, not subject to expiration" } } }, "localname": "DeferredTaxAssetsOperatingLossCarryforwardsNotSubjectToExpiration", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsOperatingLossCarryforwardsSubjectToExpiration": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible operating loss carryforwards that are subject to expiration dates.", "label": "Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration", "terseLabel": "Net operating loss carryforwards, subject to expiration" } } }, "localname": "DeferredTaxAssetsOperatingLossCarryforwardsSubjectToExpiration", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsTaxCreditCarryforwardsForeign": { "auth_ref": [ "r414", "r416", "r417" ], "calculation": { "http://www.liveperson.com/role/IncomeTaxesScheduleofFederalDeferredTaxAssetsandDeferredTaxLiabilitiesDetails": { "order": 2.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible foreign tax credit carryforwards.", "label": "Deferred Tax Assets, Tax Credit Carryforwards, Foreign", "terseLabel": "Foreign Tax Credit" } } }, "localname": "DeferredTaxAssetsTaxCreditCarryforwardsForeign", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/IncomeTaxesScheduleofFederalDeferredTaxAssetsandDeferredTaxLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsTaxDeferredExpenseCompensationAndBenefitsShareBasedCompensationCost": { "auth_ref": [ "r416", "r417" ], "calculation": { "http://www.liveperson.com/role/IncomeTaxesScheduleofFederalDeferredTaxAssetsandDeferredTaxLiabilitiesDetails": { "order": 7.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences from share-based compensation.", "label": "Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Share-based Compensation Cost", "verboseLabel": "Non-cash compensation" } } }, "localname": "DeferredTaxAssetsTaxDeferredExpenseCompensationAndBenefitsShareBasedCompensationCost", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/IncomeTaxesScheduleofFederalDeferredTaxAssetsandDeferredTaxLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsTaxDeferredExpenseReservesAndAccrualsAccruedLiabilities": { "auth_ref": [ "r416", "r417" ], "calculation": { "http://www.liveperson.com/role/IncomeTaxesScheduleofFederalDeferredTaxAssetsandDeferredTaxLiabilitiesDetails": { "order": 6.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences from accrued liabilities.", "label": "Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Accrued Liabilities", "verboseLabel": "Accounts payable and accrued expenses" } } }, "localname": "DeferredTaxAssetsTaxDeferredExpenseReservesAndAccrualsAccruedLiabilities", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/IncomeTaxesScheduleofFederalDeferredTaxAssetsandDeferredTaxLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsTaxDeferredExpenseReservesAndAccrualsAllowanceForDoubtfulAccounts": { "auth_ref": [ "r416", "r417" ], "calculation": { "http://www.liveperson.com/role/IncomeTaxesScheduleofFederalDeferredTaxAssetsandDeferredTaxLiabilitiesDetails": { "order": 9.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences from the allowance for doubtful accounts.", "label": "Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Allowance for Doubtful Accounts", "terseLabel": "Allowance for doubtful accounts" } } }, "localname": "DeferredTaxAssetsTaxDeferredExpenseReservesAndAccrualsAllowanceForDoubtfulAccounts", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/IncomeTaxesScheduleofFederalDeferredTaxAssetsandDeferredTaxLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsValuationAllowance": { "auth_ref": [ "r410" ], "calculation": { "http://www.liveperson.com/role/IncomeTaxesScheduleofFederalDeferredTaxAssetsandDeferredTaxLiabilitiesDetails": { "order": 2.0, "parentTag": "us-gaap_DeferredTaxAssetsNet", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred tax assets for which it is more likely than not that a tax benefit will not be realized.", "label": "Deferred Tax Assets, Valuation Allowance", "negatedTerseLabel": "Less valuation allowance", "terseLabel": "Valuation allowance on deferred tax assets" } } }, "localname": "DeferredTaxAssetsValuationAllowance", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/IncomeTaxesNarrativeDetails", "http://www.liveperson.com/role/IncomeTaxesScheduleofFederalDeferredTaxAssetsandDeferredTaxLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxLiabilitiesLeasingArrangements": { "auth_ref": [ "r416", "r417" ], "calculation": { "http://www.liveperson.com/role/IncomeTaxesScheduleofFederalDeferredTaxAssetsandDeferredTaxLiabilitiesDetails": { "order": 4.0, "parentTag": "us-gaap_DeferredIncomeTaxLiabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred tax liability attributable to taxable temporary differences from leasing arrangements.", "label": "Deferred Tax Liabilities, Leasing Arrangements", "negatedTerseLabel": "Operating lease right of use asset" } } }, "localname": "DeferredTaxLiabilitiesLeasingArrangements", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/IncomeTaxesScheduleofFederalDeferredTaxAssetsandDeferredTaxLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxLiabilitiesPropertyPlantAndEquipment": { "auth_ref": [ "r416", "r417" ], "calculation": { "http://www.liveperson.com/role/IncomeTaxesScheduleofFederalDeferredTaxAssetsandDeferredTaxLiabilitiesDetails": { "order": 1.0, "parentTag": "us-gaap_DeferredIncomeTaxLiabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred tax liability attributable to taxable temporary differences from property, plant, and equipment.", "label": "Deferred Tax Liabilities, Property, Plant and Equipment", "negatedLabel": "Property and equipment" } } }, "localname": "DeferredTaxLiabilitiesPropertyPlantAndEquipment", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/IncomeTaxesScheduleofFederalDeferredTaxAssetsandDeferredTaxLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanContributionsByEmployer": { "auth_ref": [ "r328", "r330", "r331", "r337", "r338", "r339" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of contribution received by defined benefit plan from employer which increases plan assets.", "label": "Defined Benefit Plan, Plan Assets, Contributions by Employer", "terseLabel": "Employer matching contributions" } } }, "localname": "DefinedBenefitPlanContributionsByEmployer", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/CommitmentsandContingenciesEmployeeBenefitPlansLettersofCreditandNonIncomeRelatedTaxesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedContributionPlanEmployerDiscretionaryContributionAmount": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of discretionary contributions made by an employer to a defined contribution plan.", "label": "Defined Contribution Plan, Employer Discretionary Contribution Amount", "terseLabel": "Employer contribution limit" } } }, "localname": "DefinedContributionPlanEmployerDiscretionaryContributionAmount", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/CommitmentsandContingenciesEmployeeBenefitPlansLettersofCreditandNonIncomeRelatedTaxesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedContributionPlanEmployerMatchingContributionPercent": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Percentage of employees' gross pay for which the employer contributes a matching contribution to a defined contribution plan.", "label": "Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay", "terseLabel": "Employer matching contribution percent of eligible compensation" } } }, "localname": "DefinedContributionPlanEmployerMatchingContributionPercent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/CommitmentsandContingenciesEmployeeBenefitPlansLettersofCreditandNonIncomeRelatedTaxesDetails" ], "xbrltype": "percentItemType" }, "us-gaap_DefinedContributionPlanEmployerMatchingContributionPercentOfMatch": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Percentage employer matches of the employee's percentage contribution matched.", "label": "Defined Contribution Plan, Employer Matching Contribution, Percent of Match", "terseLabel": "Employer matching contribution, percent of match" } } }, "localname": "DefinedContributionPlanEmployerMatchingContributionPercentOfMatch", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/CommitmentsandContingenciesEmployeeBenefitPlansLettersofCreditandNonIncomeRelatedTaxesDetails" ], "xbrltype": "percentItemType" }, "us-gaap_DepreciationDepletionAndAmortization": { "auth_ref": [ "r103", "r169" ], "calculation": { "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows": { "order": 3.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The aggregate expense recognized in the current period that allocates the cost of tangible assets, intangible assets, or depleting assets to periods that benefit from use of the assets.", "label": "Depreciation, Depletion and Amortization", "terseLabel": "Depreciation and amortization", "verboseLabel": "Depreciation and amortization expense" } } }, "localname": "DepreciationDepletionAndAmortization", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows", "http://www.liveperson.com/role/ConsolidatedStatementsofOperationsParenthetical", "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesNarrativeDetails", "http://www.liveperson.com/role/PropertyandEquipmentNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DisaggregationOfRevenueLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Disaggregation of Revenue [Line Items]", "terseLabel": "Disaggregation of Revenue [Line Items]" } } }, "localname": "DisaggregationOfRevenueLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesDeferredRevenueDetails", "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesDisaggregationofRevenueDetails", "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesReceivablesandDeferredRevenueDetails", "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesRevenuebyGeographicRegionDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DisaggregationOfRevenueTable": { "auth_ref": [ "r318", "r320", "r321", "r322", "r323", "r324", "r325", "r326" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about disaggregation of revenue into categories depicting how nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factor.", "label": "Disaggregation of Revenue [Table]", "terseLabel": "Disaggregation of Revenue [Table]" } } }, "localname": "DisaggregationOfRevenueTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesDeferredRevenueDetails", "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesDisaggregationofRevenueDetails", "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesReceivablesandDeferredRevenueDetails", "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesRevenuebyGeographicRegionDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DisaggregationOfRevenueTableTextBlock": { "auth_ref": [ "r318" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of disaggregation of revenue into categories depicting how nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factor.", "label": "Disaggregation of Revenue [Table Text Block]", "terseLabel": "Schedule of Disaggregated of Revenue" } } }, "localname": "DisaggregationOfRevenueTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock": { "auth_ref": [ "r385" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for share-based payment arrangement.", "label": "Share-based Payment Arrangement [Text Block]", "verboseLabel": "Stockholders' Equity" } } }, "localname": "DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/StockholdersEquity" ], "xbrltype": "textBlockItemType" }, "us-gaap_DomesticCountryMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Designated tax department of the government that is entitled to levy and collect income taxes from the entity in its country of domicile.", "label": "Domestic Tax Authority [Member]", "terseLabel": "Federal" } } }, "localname": "DomesticCountryMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_EMEAMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Regions of Europe, Middle East and Africa.", "label": "EMEA [Member]", "terseLabel": "EMEA" } } }, "localname": "EMEAMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesRevenuebyGeographicRegionDetails" ], "xbrltype": "domainItemType" }, "us-gaap_EarningsPerShareAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Earnings Per Share [Abstract]", "terseLabel": "Net loss per share of common stock:" } } }, "localname": "EarningsPerShareAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofOperations" ], "xbrltype": "stringItemType" }, "us-gaap_EarningsPerShareBasic": { "auth_ref": [ "r73", "r129", "r130", "r131", "r132", "r133", "r137", "r139", "r141", "r142", "r143", "r148", "r149", "r551", "r567" ], "lang": { "en-us": { "role": { "documentation": "The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.", "label": "Earnings Per Share, Basic", "terseLabel": "Basic (in dollars per share)" } } }, "localname": "EarningsPerShareBasic", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofOperations" ], "xbrltype": "perShareItemType" }, "us-gaap_EarningsPerShareBasicAndDilutedOtherDisclosuresAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Earnings Per Share, Basic and Diluted, Other Disclosures [Abstract]", "terseLabel": "Weighted-average shares used to compute net loss income per share:" } } }, "localname": "EarningsPerShareBasicAndDilutedOtherDisclosuresAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofOperations" ], "xbrltype": "stringItemType" }, "us-gaap_EarningsPerShareDiluted": { "auth_ref": [ "r73", "r129", "r130", "r131", "r132", "r133", "r139", "r141", "r142", "r143", "r148", "r149", "r551", "r567" ], "lang": { "en-us": { "role": { "documentation": "The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.", "label": "Earnings Per Share, Diluted", "terseLabel": "Diluted (in dollars per share)" } } }, "localname": "EarningsPerShareDiluted", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofOperations" ], "xbrltype": "perShareItemType" }, "us-gaap_EarningsPerShareTextBlock": { "auth_ref": [ "r144", "r146", "r147", "r150" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for earnings per share.", "label": "Earnings Per Share [Text Block]", "terseLabel": "Net Loss per Share" } } }, "localname": "EarningsPerShareTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/NetLossperShare" ], "xbrltype": "textBlockItemType" }, "us-gaap_EffectOfExchangeRateOnCashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents": { "auth_ref": [ "r471" ], "calculation": { "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows": { "order": 4.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) from effect of exchange rate changes on cash and cash equivalents, and cash and cash equivalents restricted to withdrawal or usage; held in foreign currencies. Excludes amounts for disposal group and discontinued operations. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Effect of Exchange Rate on Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents", "terseLabel": "EFFECT OF FOREIGN EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS" } } }, "localname": "EffectOfExchangeRateOnCashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_EffectiveIncomeTaxRateContinuingOperations": { "auth_ref": [ "r396" ], "calculation": { "http://www.liveperson.com/role/IncomeTaxesScheduleofReconciliationsofFederalStatutoryTaxRatetoEffectiveIncomeTaxRateDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "lang": { "en-us": { "role": { "documentation": "Percentage of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.", "label": "Effective Income Tax Rate Reconciliation, Percent", "totalLabel": "Total provision" } } }, "localname": "EffectiveIncomeTaxRateContinuingOperations", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/IncomeTaxesScheduleofReconciliationsofFederalStatutoryTaxRatetoEffectiveIncomeTaxRateDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate": { "auth_ref": [ "r396", "r432" ], "calculation": { "http://www.liveperson.com/role/IncomeTaxesScheduleofReconciliationsofFederalStatutoryTaxRatetoEffectiveIncomeTaxRateDetails": { "order": 1.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Percentage of domestic federal statutory tax rate applicable to pretax income (loss).", "label": "Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent", "verboseLabel": "Federal statutory rate" } } }, "localname": "EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/IncomeTaxesScheduleofReconciliationsofFederalStatutoryTaxRatetoEffectiveIncomeTaxRateDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationChangeInDeferredTaxAssetsValuationAllowance": { "auth_ref": [ "r396", "r432" ], "calculation": { "http://www.liveperson.com/role/IncomeTaxesScheduleofReconciliationsofFederalStatutoryTaxRatetoEffectiveIncomeTaxRateDetails": { "order": 8.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to changes in the valuation allowance for deferred tax assets.", "label": "Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Percent", "terseLabel": "Valuation allowance" } } }, "localname": "EffectiveIncomeTaxRateReconciliationChangeInDeferredTaxAssetsValuationAllowance", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/IncomeTaxesScheduleofReconciliationsofFederalStatutoryTaxRatetoEffectiveIncomeTaxRateDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationForeignIncomeTaxRateDifferential": { "auth_ref": [ "r396", "r432" ], "calculation": { "http://www.liveperson.com/role/IncomeTaxesScheduleofReconciliationsofFederalStatutoryTaxRatetoEffectiveIncomeTaxRateDetails": { "order": 7.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations applicable to statutory income tax expense (benefit) outside of the country of domicile.", "label": "Effective Income Tax Rate Reconciliation, Foreign Income Tax Rate Differential, Percent", "verboseLabel": "Foreign taxes" } } }, "localname": "EffectiveIncomeTaxRateReconciliationForeignIncomeTaxRateDifferential", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/IncomeTaxesScheduleofReconciliationsofFederalStatutoryTaxRatetoEffectiveIncomeTaxRateDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationNondeductibleExpenseOther": { "auth_ref": [ "r396", "r432" ], "calculation": { "http://www.liveperson.com/role/IncomeTaxesScheduleofReconciliationsofFederalStatutoryTaxRatetoEffectiveIncomeTaxRateDetails": { "order": 5.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to other nondeductible expenses.", "label": "Effective Income Tax Rate Reconciliation, Nondeductible Expense, Other, Percent", "verboseLabel": "Non-deductible expenses\u00a0\u2013\u00a0Other" } } }, "localname": "EffectiveIncomeTaxRateReconciliationNondeductibleExpenseOther", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/IncomeTaxesScheduleofReconciliationsofFederalStatutoryTaxRatetoEffectiveIncomeTaxRateDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationNondeductibleExpenseShareBasedCompensationCost": { "auth_ref": [ "r396", "r432" ], "calculation": { "http://www.liveperson.com/role/IncomeTaxesScheduleofReconciliationsofFederalStatutoryTaxRatetoEffectiveIncomeTaxRateDetails": { "order": 3.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Percentage of difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying domestic federal statutory income tax rate to pretax income (loss) from continuing operation, attributable to nondeductible expense for share-based payment arrangement.", "label": "Effective Income Tax Rate Reconciliation, Nondeductible Expense, Share-based Payment Arrangement, Percent", "terseLabel": "Non-deductible expenses\u00a0\u2013\u00a0stock based compensation" } } }, "localname": "EffectiveIncomeTaxRateReconciliationNondeductibleExpenseShareBasedCompensationCost", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/IncomeTaxesScheduleofReconciliationsofFederalStatutoryTaxRatetoEffectiveIncomeTaxRateDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationOtherAdjustments": { "auth_ref": [ "r396", "r432" ], "calculation": { "http://www.liveperson.com/role/IncomeTaxesScheduleofReconciliationsofFederalStatutoryTaxRatetoEffectiveIncomeTaxRateDetails": { "order": 10.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to other adjustments.", "label": "Effective Income Tax Rate Reconciliation, Other Adjustments, Percent", "verboseLabel": "Other" } } }, "localname": "EffectiveIncomeTaxRateReconciliationOtherAdjustments", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/IncomeTaxesScheduleofReconciliationsofFederalStatutoryTaxRatetoEffectiveIncomeTaxRateDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationShareBasedCompensationExcessTaxBenefitPercent": { "auth_ref": [ "r384", "r396" ], "calculation": { "http://www.liveperson.com/role/IncomeTaxesScheduleofReconciliationsofFederalStatutoryTaxRatetoEffectiveIncomeTaxRateDetails": { "order": 9.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Percentage of difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying domestic federal statutory income tax rate to pretax income (loss) from continuing operation, attributable to expense for award under share-based payment arrangement. Excludes expense determined to be nondeductible upon grant or after for award under share-based payment arrangement.", "label": "Effective Income Tax Rate Reconciliation, Tax Expense (Benefit), Share-based Payment Arrangement, Percent", "terseLabel": "Stock based compensation - excess tax benefit" } } }, "localname": "EffectiveIncomeTaxRateReconciliationShareBasedCompensationExcessTaxBenefitPercent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/IncomeTaxesScheduleofReconciliationsofFederalStatutoryTaxRatetoEffectiveIncomeTaxRateDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationStateAndLocalIncomeTaxes": { "auth_ref": [ "r396", "r432" ], "calculation": { "http://www.liveperson.com/role/IncomeTaxesScheduleofReconciliationsofFederalStatutoryTaxRatetoEffectiveIncomeTaxRateDetails": { "order": 2.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations applicable to state and local income tax expense (benefit), net of federal tax expense (benefit).", "label": "Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Percent", "verboseLabel": "State taxes, net of federal benefit" } } }, "localname": "EffectiveIncomeTaxRateReconciliationStateAndLocalIncomeTaxes", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/IncomeTaxesScheduleofReconciliationsofFederalStatutoryTaxRatetoEffectiveIncomeTaxRateDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EmployeeRelatedLiabilitiesCurrent": { "auth_ref": [ "r44" ], "calculation": { "http://www.liveperson.com/role/AccruedLiabilitiesandOtherCurrentLiabilitiesDetails": { "order": 1.0, "parentTag": "us-gaap_AccruedLiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Total of the carrying values as of the balance sheet date of obligations incurred through that date and payable for obligations related to services received from employees, such as accrued salaries and bonuses, payroll taxes and fringe benefits. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).", "label": "Employee-related Liabilities, Current", "terseLabel": "Payroll and other employee related costs" } } }, "localname": "EmployeeRelatedLiabilitiesCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/AccruedLiabilitiesandOtherCurrentLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognized": { "auth_ref": [ "r371" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cost not yet recognized for nonvested award under share-based payment arrangement.", "label": "Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount", "terseLabel": "Unrecognized compensation cost" } } }, "localname": "EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognized", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/StockholdersEquityNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognizedPeriodForRecognition1": { "auth_ref": [ "r371" ], "lang": { "en-us": { "role": { "documentation": "Weighted-average period over which cost not yet recognized is expected to be recognized for award under share-based payment arrangement, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.", "label": "Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition", "terseLabel": "Weighted average recognition period of unrecognized compensation cost" } } }, "localname": "EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognizedPeriodForRecognition1", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/StockholdersEquityNarrativeDetails" ], "xbrltype": "durationItemType" }, "us-gaap_EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognizedShareBasedAwardsOtherThanOptions": { "auth_ref": [ "r371" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cost to be recognized for nonvested award under share-based payment arrangement. Excludes share and unit options.", "label": "Share-based Payment Arrangement, Nonvested Award, Excluding Option, Cost Not yet Recognized, Amount", "terseLabel": "Unrecognized compensation cost" } } }, "localname": "EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognizedShareBasedAwardsOtherThanOptions", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/StockholdersEquityNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_EmployeeSeveranceMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Termination of an employee associated with exit from or disposal of business activities or restructurings pursuant to a plan.", "label": "Employee Severance [Member]", "terseLabel": "Severance and other associated costs" } } }, "localname": "EmployeeSeveranceMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/RestructuringCostsRestructuringChargesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_EmployeeStockOptionMember": { "auth_ref": [ "r370" ], "lang": { "en-us": { "role": { "documentation": "Share-based payment arrangement granting right, subject to vesting and other restrictions, to purchase or sell certain number of shares at predetermined price for specified period of time.", "label": "Share-based Payment Arrangement, Option [Member]", "terseLabel": "Stock option" } } }, "localname": "EmployeeStockOptionMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesNarrativeDetails", "http://www.liveperson.com/role/StockholdersEquityNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_EquityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Equity [Abstract]", "terseLabel": "Equity [Abstract]" } } }, "localname": "EquityAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_EquityComponentDomain": { "auth_ref": [ "r121", "r122", "r123", "r126", "r134", "r136", "r151", "r218", "r298", "r303", "r377", "r378", "r379", "r424", "r425", "r472", "r473", "r474", "r475", "r476", "r478", "r576", "r577", "r578" ], "lang": { "en-us": { "role": { "documentation": "Components of equity are the parts of the total Equity balance including that which is allocated to common, preferred, treasury stock, retained earnings, etc.", "label": "Equity Component [Domain]", "terseLabel": "Equity Component [Domain]" } } }, "localname": "EquityComponentDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofStockholdersEquity" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]", "terseLabel": "Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]" } } }, "localname": "FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/FairValueMeasurementsAssetsandLiabilitiesMeasuredatFairValueDetails", "http://www.liveperson.com/role/FairValueMeasurementsLevel3LiabilitiesDetails", "http://www.liveperson.com/role/FairValueMeasurementsNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisTable": { "auth_ref": [ "r460", "r461", "r462", "r468" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about asset and liability measured at fair value on recurring and nonrecurring basis.", "label": "Fair Value, Recurring and Nonrecurring [Table]", "terseLabel": "Fair Value, Recurring and Nonrecurring [Table]" } } }, "localname": "FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/FairValueMeasurementsAssetsandLiabilitiesMeasuredatFairValueDetails", "http://www.liveperson.com/role/FairValueMeasurementsLevel3LiabilitiesDetails", "http://www.liveperson.com/role/FairValueMeasurementsNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueByFairValueHierarchyLevelAxis": { "auth_ref": [ "r330", "r331", "r332", "r333", "r334", "r335", "r336", "r338", "r461", "r506", "r507", "r508" ], "lang": { "en-us": { "role": { "documentation": "Information by level within fair value hierarchy and fair value measured at net asset value per share as practical expedient.", "label": "Fair Value Hierarchy and NAV [Axis]", "terseLabel": "Fair Value Hierarchy and NAV [Axis]" } } }, "localname": "FairValueByFairValueHierarchyLevelAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/FairValueMeasurementsAssetsandLiabilitiesMeasuredatFairValueDetails", "http://www.liveperson.com/role/FairValueMeasurementsNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueByLiabilityClassAxis": { "auth_ref": [ "r467", "r468" ], "lang": { "en-us": { "role": { "documentation": "Information by class of liability.", "label": "Liability Class [Axis]", "terseLabel": "Liability Class [Axis]" } } }, "localname": "FairValueByLiabilityClassAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/AcquisitionsDetails", "http://www.liveperson.com/role/FairValueMeasurementsLevel3LiabilitiesDetails", "http://www.liveperson.com/role/FairValueMeasurementsNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueByMeasurementFrequencyAxis": { "auth_ref": [ "r460", "r461", "r463", "r464", "r469" ], "lang": { "en-us": { "role": { "documentation": "Information by measurement frequency.", "label": "Measurement Frequency [Axis]", "terseLabel": "Measurement Frequency [Axis]" } } }, "localname": "FairValueByMeasurementFrequencyAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/FairValueMeasurementsAssetsandLiabilitiesMeasuredatFairValueDetails", "http://www.liveperson.com/role/FairValueMeasurementsNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueDisclosuresAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Fair Value Disclosures [Abstract]", "terseLabel": "Fair Value Disclosures [Abstract]" } } }, "localname": "FairValueDisclosuresAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_FairValueDisclosuresTextBlock": { "auth_ref": [ "r467" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.", "label": "Fair Value Disclosures [Text Block]", "terseLabel": "Fair Value Measurements" } } }, "localname": "FairValueDisclosuresTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/FairValueMeasurements" ], "xbrltype": "textBlockItemType" }, "us-gaap_FairValueInputsLevel1Member": { "auth_ref": [ "r330", "r331", "r336", "r338", "r461", "r506" ], "lang": { "en-us": { "role": { "documentation": "Quoted prices in active markets for identical assets or liabilities that the reporting entity can access at the measurement date.", "label": "Fair Value, Inputs, Level 1 [Member]", "terseLabel": "Level 1" } } }, "localname": "FairValueInputsLevel1Member", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/FairValueMeasurementsAssetsandLiabilitiesMeasuredatFairValueDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueInputsLevel2Member": { "auth_ref": [ "r330", "r331", "r336", "r338", "r461", "r507" ], "lang": { "en-us": { "role": { "documentation": "Inputs other than quoted prices included within level 1 that are observable for an asset or liability, either directly or indirectly, including, but not limited to, quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in inactive markets.", "label": "Fair Value, Inputs, Level 2 [Member]", "terseLabel": "Level 2" } } }, "localname": "FairValueInputsLevel2Member", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/FairValueMeasurementsAssetsandLiabilitiesMeasuredatFairValueDetails", "http://www.liveperson.com/role/FairValueMeasurementsNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueInputsLevel3Member": { "auth_ref": [ "r330", "r331", "r332", "r333", "r334", "r335", "r336", "r338", "r461", "r508" ], "lang": { "en-us": { "role": { "documentation": "Unobservable inputs that reflect the entity's own assumption about the assumptions market participants would use in pricing.", "label": "Fair Value, Inputs, Level 3 [Member]", "terseLabel": "Level 3" } } }, "localname": "FairValueInputsLevel3Member", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/FairValueMeasurementsAssetsandLiabilitiesMeasuredatFairValueDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationByLiabilityClassDomain": { "auth_ref": [ "r465" ], "lang": { "en-us": { "role": { "documentation": "Represents classes of liabilities measured and disclosed at fair value.", "label": "Fair Value by Liability Class [Domain]", "terseLabel": "Fair Value by Liability Class [Domain]" } } }, "localname": "FairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationByLiabilityClassDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/AcquisitionsDetails", "http://www.liveperson.com/role/FairValueMeasurementsLevel3LiabilitiesDetails", "http://www.liveperson.com/role/FairValueMeasurementsNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationCalculationRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]", "terseLabel": "Change in Fair Value of Level 3 Liability:" } } }, "localname": "FairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationCalculationRollForward", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/FairValueMeasurementsLevel3LiabilitiesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationTextBlock": { "auth_ref": [ "r465", "r468" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the fair value measurement of liabilities using significant unobservable inputs (Level 3), a reconciliation of the beginning and ending balances, separately presenting changes attributable to the following: (1) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings (or changes in net assets), and gains or losses recognized in other comprehensive income (loss) and a description of where those gains or losses included in earnings (or changes in net assets) are reported in the statement of income (or activities); (2) purchases, sales, issues, and settlements (each type disclosed separately); and (3) transfers in and transfers out of Level 3 (for example, transfers due to changes in the observability of significant inputs) by class of liability.", "label": "Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block]", "terseLabel": "Schedule of Changes in Fair Value of Level 3 Liabilities" } } }, "localname": "FairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/FairValueMeasurementsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_FairValueMeasurementFrequencyDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Measurement frequency.", "label": "Measurement Frequency [Domain]", "terseLabel": "Measurement Frequency [Domain]" } } }, "localname": "FairValueMeasurementFrequencyDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/FairValueMeasurementsAssetsandLiabilitiesMeasuredatFairValueDetails", "http://www.liveperson.com/role/FairValueMeasurementsNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisLiabilityPeriodIncreaseDecrease": { "auth_ref": [ "r465" ], "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) of financial instrument classified as a liability measured using unobservable inputs that reflect the entity's own assumption about the assumptions market participants would use in pricing.", "label": "Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Period Increase (Decrease)", "terseLabel": "Contingent earn-out decrease during the period" } } }, "localname": "FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisLiabilityPeriodIncreaseDecrease", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/FairValueMeasurementsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisLiabilitySettlements": { "auth_ref": [ "r466" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of settlements of financial instrument classified as a liability measured using unobservable inputs that reflect the entity's own assumption about the assumptions market participants would use in pricing.", "label": "Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Settlements", "negatedTerseLabel": "Payments" } } }, "localname": "FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisLiabilitySettlements", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/FairValueMeasurementsLevel3LiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationsRecurringBasisLiabilityValue": { "auth_ref": [ "r465" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Fair value of financial instrument classified as a liability measured using unobservable inputs that reflect the entity's own assumption about the assumptions market participants would use in pricing.", "label": "Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value", "periodEndLabel": "Balance, End of year", "periodStartLabel": "Balance, Beginning of year" } } }, "localname": "FairValueMeasurementWithUnobservableInputsReconciliationsRecurringBasisLiabilityValue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/FairValueMeasurementsLevel3LiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FairValueMeasurementsFairValueHierarchyDomain": { "auth_ref": [ "r330", "r331", "r332", "r333", "r334", "r335", "r336", "r338", "r506", "r507", "r508" ], "lang": { "en-us": { "role": { "documentation": "Categories used to prioritize the inputs to valuation techniques to measure fair value.", "label": "Fair Value Hierarchy and NAV [Domain]", "terseLabel": "Fair Value Hierarchy and NAV [Domain]" } } }, "localname": "FairValueMeasurementsFairValueHierarchyDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/FairValueMeasurementsAssetsandLiabilitiesMeasuredatFairValueDetails", "http://www.liveperson.com/role/FairValueMeasurementsNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueMeasurementsRecurringMember": { "auth_ref": [ "r467", "r469" ], "lang": { "en-us": { "role": { "documentation": "Frequent fair value measurement. Includes, but is not limited to, fair value adjustment for impairment of asset, liability or equity, frequently measured at fair value.", "label": "Fair Value, Recurring [Member]", "terseLabel": "Recurring" } } }, "localname": "FairValueMeasurementsRecurringMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/FairValueMeasurementsAssetsandLiabilitiesMeasuredatFairValueDetails", "http://www.liveperson.com/role/FairValueMeasurementsNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FinanceLeaseInterestExpense": { "auth_ref": [ "r486", "r494", "r502" ], "calculation": { "http://www.liveperson.com/role/CommitmentsandContingenciesComponentsofLeaseCostsDetails": { "order": 1.0, "parentTag": "us-gaap_LeaseCost", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of interest expense on finance lease liability.", "label": "Finance Lease, Interest Expense", "terseLabel": "Finance lease, interest" } } }, "localname": "FinanceLeaseInterestExpense", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/CommitmentsandContingenciesComponentsofLeaseCostsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseInterestPaymentOnLiability": { "auth_ref": [ "r489", "r496" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of interest paid on finance lease liability.", "label": "Finance Lease, Interest Payment on Liability", "terseLabel": "Operating cash flows for finance leases" } } }, "localname": "FinanceLeaseInterestPaymentOnLiability", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/CommitmentsandContingenciesSupplementalCashFlowInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseLiabilitiesPaymentsDueAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Finance Lease, Liability, Payment, Due [Abstract]", "terseLabel": "Finance Leases Future Minimum Lease Payments" } } }, "localname": "FinanceLeaseLiabilitiesPaymentsDueAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/CommitmentsandContingenciesFutureMinimumLeasePaymentsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FinanceLeaseLiability": { "auth_ref": [ "r485", "r501" ], "calculation": { "http://www.liveperson.com/role/CommitmentsandContingenciesFutureMinimumLeasePaymentsDetails": { "order": 2.0, "parentTag": "us-gaap_FinanceLeaseLiabilityPaymentsDue", "weight": 1.0 }, "http://www.liveperson.com/role/CommitmentsandContingenciesSupplementalBalanceSheetInformationDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Present value of lessee's discounted obligation for lease payments from finance lease.", "label": "Finance Lease, Liability", "terseLabel": "Total finance lease liability", "totalLabel": "Total finance lease liability" } } }, "localname": "FinanceLeaseLiability", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/CommitmentsandContingenciesFutureMinimumLeasePaymentsDetails", "http://www.liveperson.com/role/CommitmentsandContingenciesSupplementalBalanceSheetInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseLiabilityCurrent": { "auth_ref": [ "r485" ], "calculation": { "http://www.liveperson.com/role/CommitmentsandContingenciesSupplementalBalanceSheetInformationDetails": { "order": 1.0, "parentTag": "us-gaap_FinanceLeaseLiability", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Present value of lessee's discounted obligation for lease payments from finance lease, classified as current.", "label": "Finance Lease, Liability, Current", "terseLabel": "Current finance lease liability" } } }, "localname": "FinanceLeaseLiabilityCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/CommitmentsandContingenciesSupplementalBalanceSheetInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseLiabilityNoncurrent": { "auth_ref": [ "r485" ], "calculation": { "http://www.liveperson.com/role/CommitmentsandContingenciesSupplementalBalanceSheetInformationDetails": { "order": 2.0, "parentTag": "us-gaap_FinanceLeaseLiability", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Present value of lessee's discounted obligation for lease payments from finance lease, classified as noncurrent.", "label": "Finance Lease, Liability, Noncurrent", "terseLabel": "Long term finance lease liability" } } }, "localname": "FinanceLeaseLiabilityNoncurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/CommitmentsandContingenciesSupplementalBalanceSheetInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseLiabilityPaymentsDue": { "auth_ref": [ "r501" ], "calculation": { "http://www.liveperson.com/role/CommitmentsandContingenciesFutureMinimumLeasePaymentsDetails": { "order": null, "parentTag": null, "root": true, "weight": null }, "http://www.liveperson.com/role/CommitmentsandContingenciesFutureMinimumLeasePaymentsDetails_1": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payments for finance lease.", "label": "Finance Lease, Liability, Payment, Due", "totalLabel": "Total minimum lease payments" } } }, "localname": "FinanceLeaseLiabilityPaymentsDue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/CommitmentsandContingenciesFutureMinimumLeasePaymentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseLiabilityPaymentsDueAfterYearFive": { "auth_ref": [ "r501" ], "calculation": { "http://www.liveperson.com/role/CommitmentsandContingenciesFutureMinimumLeasePaymentsDetails_1": { "order": 6.0, "parentTag": "us-gaap_FinanceLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for finance lease to be paid after fifth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finance Lease, Liability, to be Paid, after Year Five", "terseLabel": "Thereafter" } } }, "localname": "FinanceLeaseLiabilityPaymentsDueAfterYearFive", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/CommitmentsandContingenciesFutureMinimumLeasePaymentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseLiabilityPaymentsDueNextTwelveMonths": { "auth_ref": [ "r501" ], "calculation": { "http://www.liveperson.com/role/CommitmentsandContingenciesFutureMinimumLeasePaymentsDetails_1": { "order": 1.0, "parentTag": "us-gaap_FinanceLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for finance lease to be paid in next fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finance Lease, Liability, to be Paid, Year One", "terseLabel": "2021" } } }, "localname": "FinanceLeaseLiabilityPaymentsDueNextTwelveMonths", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/CommitmentsandContingenciesFutureMinimumLeasePaymentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseLiabilityPaymentsDueYearFive": { "auth_ref": [ "r501" ], "calculation": { "http://www.liveperson.com/role/CommitmentsandContingenciesFutureMinimumLeasePaymentsDetails_1": { "order": 5.0, "parentTag": "us-gaap_FinanceLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for finance lease to be paid in fifth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finance Lease, Liability, to be Paid, Year Five", "terseLabel": "2025" } } }, "localname": "FinanceLeaseLiabilityPaymentsDueYearFive", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/CommitmentsandContingenciesFutureMinimumLeasePaymentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseLiabilityPaymentsDueYearFour": { "auth_ref": [ "r501" ], "calculation": { "http://www.liveperson.com/role/CommitmentsandContingenciesFutureMinimumLeasePaymentsDetails_1": { "order": 4.0, "parentTag": "us-gaap_FinanceLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for finance lease to be paid in fourth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finance Lease, Liability, to be Paid, Year Four", "terseLabel": "2024" } } }, "localname": "FinanceLeaseLiabilityPaymentsDueYearFour", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/CommitmentsandContingenciesFutureMinimumLeasePaymentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseLiabilityPaymentsDueYearThree": { "auth_ref": [ "r501" ], "calculation": { "http://www.liveperson.com/role/CommitmentsandContingenciesFutureMinimumLeasePaymentsDetails_1": { "order": 3.0, "parentTag": "us-gaap_FinanceLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for finance lease to be paid in third fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finance Lease, Liability, to be Paid, Year Three", "terseLabel": "2023" } } }, "localname": "FinanceLeaseLiabilityPaymentsDueYearThree", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/CommitmentsandContingenciesFutureMinimumLeasePaymentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseLiabilityPaymentsDueYearTwo": { "auth_ref": [ "r501" ], "calculation": { "http://www.liveperson.com/role/CommitmentsandContingenciesFutureMinimumLeasePaymentsDetails_1": { "order": 2.0, "parentTag": "us-gaap_FinanceLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for finance lease to be paid in second fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finance Lease, Liability, to be Paid, Year Two", "terseLabel": "2022" } } }, "localname": "FinanceLeaseLiabilityPaymentsDueYearTwo", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/CommitmentsandContingenciesFutureMinimumLeasePaymentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseLiabilityUndiscountedExcessAmount": { "auth_ref": [ "r501" ], "calculation": { "http://www.liveperson.com/role/CommitmentsandContingenciesFutureMinimumLeasePaymentsDetails": { "order": 1.0, "parentTag": "us-gaap_FinanceLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payments in excess of discounted obligation for lease payments for finance lease.", "label": "Finance Lease, Liability, Undiscounted Excess Amount", "negatedTerseLabel": "Less: present value adjustment" } } }, "localname": "FinanceLeaseLiabilityUndiscountedExcessAmount", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/CommitmentsandContingenciesFutureMinimumLeasePaymentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeasePrincipalPayments": { "auth_ref": [ "r488", "r496" ], "calculation": { "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows": { "order": 1.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of cash outflow for principal payment on finance lease.", "label": "Finance Lease, Principal Payments", "negatedTerseLabel": "Principal payments for financing leases", "terseLabel": "Financing cash flows for finance leases" } } }, "localname": "FinanceLeasePrincipalPayments", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/CommitmentsandContingenciesSupplementalCashFlowInformationDetails", "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseRightOfUseAsset": { "auth_ref": [ "r484" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, after accumulated amortization, of right-of-use asset from finance lease.", "label": "Finance Lease, Right-of-Use Asset, after Accumulated Amortization", "terseLabel": "Right-of-use asset, net" } } }, "localname": "FinanceLeaseRightOfUseAsset", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/CommitmentsandContingenciesSupplementalBalanceSheetInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseRightOfUseAssetAmortization": { "auth_ref": [ "r486", "r494", "r502" ], "calculation": { "http://www.liveperson.com/role/CommitmentsandContingenciesComponentsofLeaseCostsDetails": { "order": 2.0, "parentTag": "us-gaap_LeaseCost", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization expense attributable to right-of-use asset from finance lease.", "label": "Finance Lease, Right-of-Use Asset, Amortization", "terseLabel": "Finance lease, amortization of right-of-use assets" } } }, "localname": "FinanceLeaseRightOfUseAssetAmortization", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/CommitmentsandContingenciesComponentsofLeaseCostsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseRightOfUseAssetBeforeAccumulatedAmortization": { "auth_ref": [ "r484" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, before accumulated amortization, of right-of-use asset from finance lease.", "label": "Finance Lease, Right-of-Use Asset, before Accumulated Amortization", "terseLabel": "Finance lease right-of-use assets" } } }, "localname": "FinanceLeaseRightOfUseAssetBeforeAccumulatedAmortization", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/PropertyandEquipmentBalancesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseWeightedAverageDiscountRatePercent": { "auth_ref": [ "r499", "r502" ], "lang": { "en-us": { "role": { "documentation": "Weighted average discount rate for finance lease calculated at point in time.", "label": "Finance Lease, Weighted Average Discount Rate, Percent", "terseLabel": "Finance leases, weighted average discount rate (percent)" } } }, "localname": "FinanceLeaseWeightedAverageDiscountRatePercent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/CommitmentsandContingenciesSupplementalBalanceSheetInformationDetails" ], "xbrltype": "percentItemType" }, "us-gaap_FinanceLeaseWeightedAverageRemainingLeaseTerm1": { "auth_ref": [ "r498", "r502" ], "lang": { "en-us": { "role": { "documentation": "Weighted average remaining lease term for finance lease, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.", "label": "Finance Lease, Weighted Average Remaining Lease Term", "terseLabel": "Finance leases, weighted average remaining lease term (in years)" } } }, "localname": "FinanceLeaseWeightedAverageRemainingLeaseTerm1", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/CommitmentsandContingenciesSupplementalBalanceSheetInformationDetails" ], "xbrltype": "durationItemType" }, "us-gaap_FinancialInstrumentAxis": { "auth_ref": [ "r211", "r212", "r223", "r228", "r229", "r230", "r231", "r232", "r233", "r234", "r235", "r503", "r504", "r505", "r506", "r507", "r508", "r509", "r510", "r511", "r512", "r513", "r514", "r515", "r516", "r517", "r518", "r519", "r520", "r521", "r522", "r523", "r524", "r525", "r526", "r527", "r528", "r529", "r530", "r531", "r532" ], "lang": { "en-us": { "role": { "documentation": "Information by type of financial instrument.", "label": "Financial Instrument [Axis]", "terseLabel": "Financial Instrument [Axis]" } } }, "localname": "FinancialInstrumentAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/FairValueMeasurementsAssetsandLiabilitiesMeasuredatFairValueDetails", "http://www.liveperson.com/role/FairValueMeasurementsNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAccumulatedAmortization": { "auth_ref": [ "r258" ], "calculation": { "http://www.liveperson.com/role/GoodwillandIntangibleAssetsIntangibleAssetsDetails": { "order": 1.0, "parentTag": "us-gaap_FiniteLivedIntangibleAssetsNet", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Accumulated amount of amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life.", "label": "Finite-Lived Intangible Assets, Accumulated Amortization", "negatedTerseLabel": "Accumulated Amortization" } } }, "localname": "FiniteLivedIntangibleAssetsAccumulatedAmortization", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/GoodwillandIntangibleAssetsIntangibleAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseAfterYearFive": { "auth_ref": [], "calculation": { "http://www.liveperson.com/role/GoodwillandIntangibleAssetsAmortizationExpenseDetails": { "order": 6.0, "parentTag": "us-gaap_FiniteLivedIntangibleAssetsNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization for asset, excluding financial asset and goodwill, lacking physical substance with finite life expected to be recognized after fifth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finite-Lived Intangible Asset, Expected Amortization, after Year Five", "terseLabel": "Thereafter" } } }, "localname": "FiniteLivedIntangibleAssetsAmortizationExpenseAfterYearFive", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/GoodwillandIntangibleAssetsAmortizationExpenseDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseNextTwelveMonths": { "auth_ref": [ "r260" ], "calculation": { "http://www.liveperson.com/role/GoodwillandIntangibleAssetsAmortizationExpenseDetails": { "order": 1.0, "parentTag": "us-gaap_FiniteLivedIntangibleAssetsNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in next fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finite-Lived Intangible Asset, Expected Amortization, Year One", "verboseLabel": "2021" } } }, "localname": "FiniteLivedIntangibleAssetsAmortizationExpenseNextTwelveMonths", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/GoodwillandIntangibleAssetsAmortizationExpenseDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseYearFive": { "auth_ref": [ "r260" ], "calculation": { "http://www.liveperson.com/role/GoodwillandIntangibleAssetsAmortizationExpenseDetails": { "order": 5.0, "parentTag": "us-gaap_FiniteLivedIntangibleAssetsNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in fifth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finite-Lived Intangible Asset, Expected Amortization, Year Five", "terseLabel": "2025" } } }, "localname": "FiniteLivedIntangibleAssetsAmortizationExpenseYearFive", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/GoodwillandIntangibleAssetsAmortizationExpenseDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseYearFour": { "auth_ref": [ "r260" ], "calculation": { "http://www.liveperson.com/role/GoodwillandIntangibleAssetsAmortizationExpenseDetails": { "order": 4.0, "parentTag": "us-gaap_FiniteLivedIntangibleAssetsNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in fourth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finite-Lived Intangible Asset, Expected Amortization, Year Four", "verboseLabel": "2024" } } }, "localname": "FiniteLivedIntangibleAssetsAmortizationExpenseYearFour", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/GoodwillandIntangibleAssetsAmortizationExpenseDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseYearThree": { "auth_ref": [ "r260" ], "calculation": { "http://www.liveperson.com/role/GoodwillandIntangibleAssetsAmortizationExpenseDetails": { "order": 3.0, "parentTag": "us-gaap_FiniteLivedIntangibleAssetsNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in third fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finite-Lived Intangible Asset, Expected Amortization, Year Three", "verboseLabel": "2023" } } }, "localname": "FiniteLivedIntangibleAssetsAmortizationExpenseYearThree", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/GoodwillandIntangibleAssetsAmortizationExpenseDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseYearTwo": { "auth_ref": [ "r260" ], "calculation": { "http://www.liveperson.com/role/GoodwillandIntangibleAssetsAmortizationExpenseDetails": { "order": 2.0, "parentTag": "us-gaap_FiniteLivedIntangibleAssetsNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in second fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finite-Lived Intangible Asset, Expected Amortization, Year Two", "verboseLabel": "2022" } } }, "localname": "FiniteLivedIntangibleAssetsAmortizationExpenseYearTwo", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/GoodwillandIntangibleAssetsAmortizationExpenseDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsByMajorClassAxis": { "auth_ref": [ "r251", "r254", "r258", "r261", "r535", "r539" ], "lang": { "en-us": { "role": { "documentation": "Information by major type or class of finite-lived intangible assets.", "label": "Finite-Lived Intangible Assets by Major Class [Axis]", "terseLabel": "Finite-Lived Intangible Assets by Major Class [Axis]" } } }, "localname": "FiniteLivedIntangibleAssetsByMajorClassAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/GoodwillandIntangibleAssetsIntangibleAssetsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FiniteLivedIntangibleAssetsFutureAmortizationExpenseAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]", "terseLabel": "Estimated future amortization expense" } } }, "localname": "FiniteLivedIntangibleAssetsFutureAmortizationExpenseAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/GoodwillandIntangibleAssetsAmortizationExpenseDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FiniteLivedIntangibleAssetsGross": { "auth_ref": [ "r258", "r539" ], "calculation": { "http://www.liveperson.com/role/GoodwillandIntangibleAssetsIntangibleAssetsDetails": { "order": 2.0, "parentTag": "us-gaap_FiniteLivedIntangibleAssetsNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life.", "label": "Finite-Lived Intangible Assets, Gross", "terseLabel": "Gross Carrying Amount" } } }, "localname": "FiniteLivedIntangibleAssetsGross", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/GoodwillandIntangibleAssetsIntangibleAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsMajorClassNameDomain": { "auth_ref": [ "r251", "r257" ], "lang": { "en-us": { "role": { "documentation": "The major class of finite-lived intangible asset (for example, patents, trademarks, copyrights, etc.) A major class is composed of intangible assets that can be grouped together because they are similar, either by their nature or by their use in the operations of a company.", "label": "Finite-Lived Intangible Assets, Major Class Name [Domain]", "terseLabel": "Finite-Lived Intangible Assets, Major Class Name [Domain]" } } }, "localname": "FiniteLivedIntangibleAssetsMajorClassNameDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/GoodwillandIntangibleAssetsIntangibleAssetsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FiniteLivedIntangibleAssetsNet": { "auth_ref": [ "r258", "r535" ], "calculation": { "http://www.liveperson.com/role/GoodwillandIntangibleAssetsAmortizationExpenseDetails": { "order": null, "parentTag": null, "root": true, "weight": null }, "http://www.liveperson.com/role/GoodwillandIntangibleAssetsIntangibleAssetsDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount after amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life.", "label": "Finite-Lived Intangible Assets, Net", "totalLabel": "Total" } } }, "localname": "FiniteLivedIntangibleAssetsNet", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/GoodwillandIntangibleAssetsAmortizationExpenseDetails", "http://www.liveperson.com/role/GoodwillandIntangibleAssetsIntangibleAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinitelivedIntangibleAssetsAcquired1": { "auth_ref": [ "r252" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase in assets, excluding financial assets, lacking physical substance with a definite life, from an acquisition.", "label": "Finite-lived Intangible Assets Acquired", "verboseLabel": "Intangible assets acquired" } } }, "localname": "FinitelivedIntangibleAssetsAcquired1", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/AcquisitionsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ForeignCountryMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Designated tax departments of governments entitled to levy and collect income taxes from the entity outside the entity's country of domicile.", "label": "Foreign Tax Authority [Member]", "terseLabel": "Foreign" } } }, "localname": "ForeignCountryMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ForeignCurrencyTransactionsAndTranslationsPolicyTextBlock": { "auth_ref": [ "r112", "r479" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for (1) transactions denominated in a currency other than the reporting enterprise's functional currency, (2) translating foreign currency financial statements that are incorporated into the financial statements of the reporting enterprise by consolidation, combination, or the equity method of accounting, and (3) remeasurement of the financial statements of a foreign reporting enterprise in a hyperinflationary economy.", "label": "Foreign Currency Transactions and Translations Policy [Policy Text Block]", "terseLabel": "Foreign Currency Translation" } } }, "localname": "ForeignCurrencyTransactionsAndTranslationsPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_GainLossOnSaleOfOtherAssets": { "auth_ref": [ "r103" ], "calculation": { "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows": { "order": 4.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of gain (loss) on sale or disposal of other assets.", "label": "Gain (Loss) on Disposition of Other Assets", "negatedLabel": "Loss on disposal", "negatedTerseLabel": "Loss on disposal" } } }, "localname": "GainLossOnSaleOfOtherAssets", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows", "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GeneralAndAdministrativeExpense": { "auth_ref": [ "r80" ], "calculation": { "http://www.liveperson.com/role/ConsolidatedStatementsofOperations": { "order": 3.0, "parentTag": "us-gaap_CostsAndExpenses", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The aggregate total of expenses of managing and administering the affairs of an entity, including affiliates of the reporting entity, which are not directly or indirectly associated with the manufacture, sale or creation of a product or product line.", "label": "General and Administrative Expense", "terseLabel": "General and administrative" } } }, "localname": "GeneralAndAdministrativeExpense", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofOperations" ], "xbrltype": "monetaryItemType" }, "us-gaap_GeneralAndAdministrativeExpenseMember": { "auth_ref": [ "r74" ], "lang": { "en-us": { "role": { "documentation": "Primary financial statement caption encompassing general and administrative expense.", "label": "General and Administrative Expense [Member]", "terseLabel": "General and administrative" } } }, "localname": "GeneralAndAdministrativeExpenseMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofOperationsParenthetical" ], "xbrltype": "domainItemType" }, "us-gaap_Goodwill": { "auth_ref": [ "r238", "r240", "r540" ], "calculation": { "http://www.liveperson.com/role/ConsolidatedBalanceSheets": { "order": 6.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.", "label": "Goodwill", "periodEndLabel": "Ending Balance", "periodStartLabel": "Beginning Balance", "terseLabel": "Goodwill" } } }, "localname": "Goodwill", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedBalanceSheets", "http://www.liveperson.com/role/GoodwillandIntangibleAssetsChangesinCarryingAmountofGoodwillDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GoodwillAcquiredDuringPeriod": { "auth_ref": [ "r242" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase in asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized resulting from a business combination.", "label": "Goodwill, Acquired During Period", "terseLabel": "Acquisitions", "verboseLabel": "Goodwill acquired in acquisition" } } }, "localname": "GoodwillAcquiredDuringPeriod", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/AcquisitionsDetails", "http://www.liveperson.com/role/GoodwillandIntangibleAssetsChangesinCarryingAmountofGoodwillDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GoodwillAndIntangibleAssetsDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Goodwill and Intangible Assets Disclosure [Abstract]", "terseLabel": "Goodwill and Intangible Assets Disclosure [Abstract]" } } }, "localname": "GoodwillAndIntangibleAssetsDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_GoodwillAndIntangibleAssetsDisclosureTextBlock": { "auth_ref": [ "r264" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for goodwill and intangible assets.", "label": "Goodwill and Intangible Assets Disclosure [Text Block]", "terseLabel": "Goodwill and Intangible Assets" } } }, "localname": "GoodwillAndIntangibleAssetsDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/GoodwillandIntangibleAssets" ], "xbrltype": "textBlockItemType" }, "us-gaap_GoodwillAndIntangibleAssetsPolicyTextBlock": { "auth_ref": [ "r112", "r246", "r255" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for goodwill and intangible assets. This accounting policy also may address how an entity assesses and measures impairment of goodwill and intangible assets.", "label": "Goodwill and Intangible Assets, Policy [Policy Text Block]", "terseLabel": "Goodwill and Intangible Assets" } } }, "localname": "GoodwillAndIntangibleAssetsPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_GoodwillForeignCurrencyTranslationGainLoss": { "auth_ref": [ "r244" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of foreign currency translation gain (loss) which increases (decreases) an asset representing future economic benefits from other assets acquired in a business combination that are not individually identified and separately recognized.", "label": "Goodwill, Foreign Currency Translation Gain (Loss)", "terseLabel": "Foreign exchange adjustments" } } }, "localname": "GoodwillForeignCurrencyTranslationGainLoss", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/GoodwillandIntangibleAssetsChangesinCarryingAmountofGoodwillDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GoodwillImpairedAccumulatedImpairmentLoss": { "auth_ref": [ "r241", "r245" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of accumulated impairment loss for an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.", "label": "Goodwill, Impaired, Accumulated Impairment Loss", "terseLabel": "Accumulated goodwill impairment charges" } } }, "localname": "GoodwillImpairedAccumulatedImpairmentLoss", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/GoodwillandIntangibleAssetsChangesinCarryingAmountofGoodwillDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GoodwillImpairmentLoss": { "auth_ref": [ "r103", "r239", "r243", "r247" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of loss from the write-down of an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.", "label": "Goodwill, Impairment Loss", "terseLabel": "Goodwill impairment recognized" } } }, "localname": "GoodwillImpairmentLoss", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/GoodwillandIntangibleAssetsChangesinCarryingAmountofGoodwillDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GoodwillLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Goodwill [Line Items]", "terseLabel": "Goodwill [Line Items]" } } }, "localname": "GoodwillLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/GoodwillandIntangibleAssetsChangesinCarryingAmountofGoodwillDetails" ], "xbrltype": "stringItemType" }, "us-gaap_GoodwillRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Goodwill [Roll Forward]", "terseLabel": "Goodwill [Roll Forward]" } } }, "localname": "GoodwillRollForward", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/GoodwillandIntangibleAssetsChangesinCarryingAmountofGoodwillDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ImpairmentOrDisposalOfLongLivedAssetsPolicyTextBlock": { "auth_ref": [ "r112", "r265", "r271" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for recognizing and measuring the impairment of long-lived assets. An entity also may disclose its accounting policy for long-lived assets to be sold. This policy excludes goodwill and intangible assets.", "label": "Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block]", "verboseLabel": "Impairment of Long-Lived Assets" } } }, "localname": "ImpairmentOrDisposalOfLongLivedAssetsPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesDomestic": { "auth_ref": [ "r118", "r431" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The portion of earnings or loss from continuing operations before income taxes that is attributable to domestic operations.", "label": "Income (Loss) from Continuing Operations before Income Taxes, Domestic", "verboseLabel": "United States" } } }, "localname": "IncomeLossFromContinuingOperationsBeforeIncomeTaxesDomestic", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/IncomeTaxesDomesticandForeignComponentsofIncomeBeforeProvisionforIncomeTaxesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesForeign": { "auth_ref": [ "r118", "r431" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The portion of earnings or loss from continuing operations before income taxes that is attributable to foreign operations, which is defined as Income or Loss generated from operations located outside the entity's country of domicile.", "label": "Income (Loss) from Continuing Operations before Income Taxes, Foreign", "verboseLabel": "Foreign" } } }, "localname": "IncomeLossFromContinuingOperationsBeforeIncomeTaxesForeign", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/IncomeTaxesDomesticandForeignComponentsofIncomeBeforeProvisionforIncomeTaxesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesMinorityInterestAndIncomeLossFromEquityMethodInvestments": { "auth_ref": [ "r118", "r174", "r180", "r184", "r187", "r190" ], "calculation": { "http://www.liveperson.com/role/ConsolidatedStatementsofOperations": { "order": 1.0, "parentTag": "us-gaap_NetIncomeLoss", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of income (loss) from continuing operations before deduction of income tax expense (benefit) and income (loss) attributable to noncontrolling interest, and addition of income (loss) from equity method investments.", "label": "Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest", "terseLabel": "(Loss) income before provision for (benefit from) income taxes", "totalLabel": "Loss before provision for income taxes" } } }, "localname": "IncomeLossFromContinuingOperationsBeforeIncomeTaxesMinorityInterestAndIncomeLossFromEquityMethodInvestments", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofOperations", "http://www.liveperson.com/role/IncomeTaxesDomesticandForeignComponentsofIncomeBeforeProvisionforIncomeTaxesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeStatementAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Income Statement [Abstract]", "terseLabel": "Income Statement [Abstract]" } } }, "localname": "IncomeStatementAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_IncomeStatementLocationAxis": { "auth_ref": [ "r269" ], "lang": { "en-us": { "role": { "documentation": "Information by location in the income statement.", "label": "Income Statement Location [Axis]", "terseLabel": "Income Statement Location [Axis]" } } }, "localname": "IncomeStatementLocationAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofOperationsParenthetical", "http://www.liveperson.com/role/ConvertibleSeniorNotesandCappedCallTransactionsNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_IncomeStatementLocationDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Location in the income statement.", "label": "Income Statement Location [Domain]", "terseLabel": "Income Statement Location [Domain]" } } }, "localname": "IncomeStatementLocationDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofOperationsParenthetical", "http://www.liveperson.com/role/ConvertibleSeniorNotesandCappedCallTransactionsNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_IncomeTaxAuthorityAxis": { "auth_ref": [ "r398" ], "lang": { "en-us": { "role": { "documentation": "Information by tax jurisdiction.", "label": "Income Tax Authority [Axis]", "terseLabel": "Income Tax Authority [Axis]" } } }, "localname": "IncomeTaxAuthorityAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_IncomeTaxAuthorityDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Agency, division or body classification that levies income taxes, examines tax returns for compliance, or grants exemptions from or makes other decisions pertaining to income taxes.", "label": "Income Tax Authority [Domain]", "terseLabel": "Income Tax Authority [Domain]" } } }, "localname": "IncomeTaxAuthorityDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_IncomeTaxAuthorityNameAxis": { "auth_ref": [ "r398" ], "lang": { "en-us": { "role": { "documentation": "Information by name of taxing authority.", "label": "Income Tax Authority, Name [Axis]", "terseLabel": "Income Tax Authority, Name [Axis]" } } }, "localname": "IncomeTaxAuthorityNameAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_IncomeTaxAuthorityNameDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Named agency, division or body that levies income taxes, examines tax returns for compliance, or grants exemptions from or makes other decisions pertaining to income taxes.", "label": "Income Tax Authority, Name [Domain]", "terseLabel": "Income Tax Authority, Name [Domain]" } } }, "localname": "IncomeTaxAuthorityNameDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_IncomeTaxContingencyLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Income Tax Contingency [Line Items]", "terseLabel": "Income Tax Contingency [Line Items]" } } }, "localname": "IncomeTaxContingencyLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/IncomeTaxesDomesticandForeignComponentsofIncomeBeforeProvisionforIncomeTaxesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_IncomeTaxContingencyTable": { "auth_ref": [ "r399", "r405", "r407", "r421" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about tax positions taken in the tax returns filed or to be filed for which it is more likely than not that the tax position will not be sustained upon examination by taxing authorities and other income tax contingencies. Includes, but is not limited to, interest and penalties, reconciliation of unrecognized tax benefits, unrecognized tax benefits that would affect the effective tax rate, tax years that remain subject to examination by tax jurisdictions, and information about positions for which it is reasonably possible that amounts unrecognized will significantly change within 12 months.", "label": "Income Tax Contingency [Table]", "terseLabel": "Income Tax Contingency [Table]" } } }, "localname": "IncomeTaxContingencyTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/IncomeTaxesDomesticandForeignComponentsofIncomeBeforeProvisionforIncomeTaxesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_IncomeTaxDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Income Tax Disclosure [Abstract]", "terseLabel": "Income Tax Disclosure [Abstract]" } } }, "localname": "IncomeTaxDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_IncomeTaxDisclosureTextBlock": { "auth_ref": [ "r397", "r406", "r413", "r426", "r433", "r435", "r436", "r437" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.", "label": "Income Tax Disclosure [Text Block]", "verboseLabel": "Income Taxes" } } }, "localname": "IncomeTaxDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/IncomeTaxes" ], "xbrltype": "textBlockItemType" }, "us-gaap_IncomeTaxExpenseBenefit": { "auth_ref": [ "r115", "r135", "r136", "r172", "r395", "r427", "r434", "r568" ], "calculation": { "http://www.liveperson.com/role/ConsolidatedStatementsofOperations": { "order": 2.0, "parentTag": "us-gaap_NetIncomeLoss", "weight": -1.0 }, "http://www.liveperson.com/role/IncomeTaxesScheduleofProvisionforIncomeTaxesDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.", "label": "Income Tax Expense (Benefit)", "terseLabel": "Provision for income taxes", "totalLabel": "Total income taxes" } } }, "localname": "IncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofOperations", "http://www.liveperson.com/role/IncomeTaxesScheduleofProvisionforIncomeTaxesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeTaxPolicyTextBlock": { "auth_ref": [ "r68", "r112", "r391", "r392", "r406", "r407", "r412", "r420", "r587" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for income taxes, which may include its accounting policies for recognizing and measuring deferred tax assets and liabilities and related valuation allowances, recognizing investment tax credits, operating loss carryforwards, tax credit carryforwards, and other carryforwards, methodologies for determining its effective income tax rate and the characterization of interest and penalties in the financial statements.", "label": "Income Tax, Policy [Policy Text Block]", "verboseLabel": "Income Taxes" } } }, "localname": "IncomeTaxPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_IncomeTaxesPaidNet": { "auth_ref": [ "r107" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The amount of cash paid during the current period to foreign, federal, state, and local authorities as taxes on income, net of any cash received during the current period as refunds for the overpayment of taxes.", "label": "Income Taxes Paid, Net", "terseLabel": "Cash paid for income taxes" } } }, "localname": "IncomeTaxesPaidNet", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInAccountsPayable": { "auth_ref": [ "r102" ], "calculation": { "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows": { "order": 16.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The increase (decrease) during the reporting period in the aggregate amount of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business.", "label": "Increase (Decrease) in Accounts Payable", "terseLabel": "Accounts payable" } } }, "localname": "IncreaseDecreaseInAccountsPayable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInAccountsReceivable": { "auth_ref": [ "r102" ], "calculation": { "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows": { "order": 12.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The increase (decrease) during the reporting period in amount due within one year (or one business cycle) from customers for the credit sale of goods and services.", "label": "Increase (Decrease) in Accounts Receivable", "negatedLabel": "Accounts receivable" } } }, "localname": "IncreaseDecreaseInAccountsReceivable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInAccruedLiabilities": { "auth_ref": [ "r102" ], "calculation": { "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows": { "order": 17.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The increase (decrease) during the reporting period in the aggregate amount of expenses incurred but not yet paid.", "label": "Increase (Decrease) in Accrued Liabilities", "terseLabel": "Accrued expenses and other current liabilities" } } }, "localname": "IncreaseDecreaseInAccruedLiabilities", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInContractWithCustomerAsset": { "auth_ref": [ "r102" ], "calculation": { "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows": { "order": 14.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in right to consideration in exchange for good or service transferred to customer when right is conditioned on something other than passage of time.", "label": "Increase (Decrease) in Contract with Customer, Asset", "negatedTerseLabel": "Contract acquisition costs noncurrent" } } }, "localname": "IncreaseDecreaseInContractWithCustomerAsset", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInContractWithCustomerLiability": { "auth_ref": [ "r102" ], "calculation": { "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows": { "order": 18.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in obligation to transfer good or service to customer for which consideration has been received or is receivable.", "label": "Increase (Decrease) in Contract with Customer, Liability", "terseLabel": "Deferred revenue" } } }, "localname": "IncreaseDecreaseInContractWithCustomerLiability", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInIncomeTaxesPayableNetOfIncomeTaxesReceivable": { "auth_ref": [ "r102" ], "calculation": { "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows": { "order": 20.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The increase (decrease) during the reporting period in the amounts payable to taxing authorities for taxes that are based on the reporting entity's earnings, net of amounts receivable from taxing authorities for refunds of overpayments or recoveries of income taxes.", "label": "Increase (Decrease) in Income Taxes Payable, Net of Income Taxes Receivable", "terseLabel": "Deferred tax liability" } } }, "localname": "IncreaseDecreaseInIncomeTaxesPayableNetOfIncomeTaxesReceivable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInOperatingCapitalAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Increase (Decrease) in Operating Capital [Abstract]", "terseLabel": "Changes in operating assets and liabilities:" } } }, "localname": "IncreaseDecreaseInOperatingCapitalAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_IncreaseDecreaseInOtherOperatingAssets": { "auth_ref": [ "r102" ], "calculation": { "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows": { "order": 15.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in operating assets classified as other.", "label": "Increase (Decrease) in Other Operating Assets", "negatedLabel": "Other assets" } } }, "localname": "IncreaseDecreaseInOtherOperatingAssets", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInOtherOperatingLiabilities": { "auth_ref": [ "r102" ], "calculation": { "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows": { "order": 21.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in operating liabilities classified as other.", "label": "Increase (Decrease) in Other Operating Liabilities", "terseLabel": "Other liabilities" } } }, "localname": "IncreaseDecreaseInOtherOperatingLiabilities", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInRestrictedCash": { "auth_ref": [ "r86", "r89" ], "calculation": { "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows": { "order": 3.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The net cash inflow or outflow for the increase (decrease) associated with funds that are not available for withdrawal or use (such as funds held in escrow) and are associated with underlying transactions that are classified as investing activities.", "label": "Increase (Decrease) in Restricted Cash", "negatedTerseLabel": "Cash held as collateral" } } }, "localname": "IncreaseDecreaseInRestrictedCash", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInStockholdersEquityRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Increase (Decrease) in Stockholders' Equity [Roll Forward]", "terseLabel": "Increase (Decrease) in Stockholders' Equity [Roll Forward]" } } }, "localname": "IncreaseDecreaseInStockholdersEquityRollForward", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofStockholdersEquity" ], "xbrltype": "stringItemType" }, "us-gaap_IntangibleAssetsNetExcludingGoodwill": { "auth_ref": [ "r249", "r256" ], "calculation": { "http://www.liveperson.com/role/ConsolidatedBalanceSheets": { "order": 5.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Sum of the carrying amounts of all intangible assets, excluding goodwill, as of the balance sheet date, net of accumulated amortization and impairment charges.", "label": "Intangible Assets, Net (Excluding Goodwill)", "terseLabel": "Intangibles, net" } } }, "localname": "IntangibleAssetsNetExcludingGoodwill", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_InterestExpenseDebt": { "auth_ref": [ "r82", "r296" ], "calculation": { "http://www.liveperson.com/role/ConvertibleSeniorNotesandCappedCallTransactionsCarryingAmountandInterestExpenseDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of the cost of borrowed funds accounted for as interest expense for debt.", "label": "Interest Expense, Debt", "terseLabel": "Interest expense", "totalLabel": "Total interest expense" } } }, "localname": "InterestExpenseDebt", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConvertibleSeniorNotesandCappedCallTransactionsCarryingAmountandInterestExpenseDetails", "http://www.liveperson.com/role/ConvertibleSeniorNotesandCappedCallTransactionsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_InterestExpenseDebtAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Interest Expense, Debt [Abstract]", "terseLabel": "Interest Expense:" } } }, "localname": "InterestExpenseDebtAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConvertibleSeniorNotesandCappedCallTransactionsCarryingAmountandInterestExpenseDetails" ], "xbrltype": "stringItemType" }, "us-gaap_InterestExpenseDebtExcludingAmortization": { "auth_ref": [ "r84" ], "calculation": { "http://www.liveperson.com/role/ConvertibleSeniorNotesandCappedCallTransactionsCarryingAmountandInterestExpenseDetails": { "order": 1.0, "parentTag": "us-gaap_InterestExpenseDebt", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Represents the portion of interest incurred in the period on debt arrangements that was charged against earnings, excluding amortization of debt discount (premium) and financing costs.", "label": "Interest Expense, Debt, Excluding Amortization", "terseLabel": "Contractual interest expense" } } }, "localname": "InterestExpenseDebtExcludingAmortization", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConvertibleSeniorNotesandCappedCallTransactionsCarryingAmountandInterestExpenseDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_InterestIncomeExpenseNonoperatingNet": { "auth_ref": [], "calculation": { "http://www.liveperson.com/role/ConsolidatedStatementsofOperations": { "order": 1.0, "parentTag": "us-gaap_NonoperatingIncomeExpense", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The net amount of nonoperating interest income (expense).", "label": "Interest Income (Expense), Nonoperating, Net", "terseLabel": "Interest (expense) income" } } }, "localname": "InterestIncomeExpenseNonoperatingNet", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofOperations" ], "xbrltype": "monetaryItemType" }, "us-gaap_InterestPaidNet": { "auth_ref": [ "r96", "r100", "r107" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of cash paid for interest, excluding capitalized interest, classified as operating activity. Includes, but is not limited to, payment to settle zero-coupon bond for accreted interest of debt discount and debt instrument with insignificant coupon interest rate in relation to effective interest rate of borrowing attributable to accreted interest of debt discount.", "label": "Interest Paid, Excluding Capitalized Interest, Operating Activities", "terseLabel": "Cash paid for interest" } } }, "localname": "InterestPaidNet", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_InternalUseSoftwarePolicy": { "auth_ref": [ "r112", "r262", "r263" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for costs incurred when both (1) the software is acquired, internally developed, or modified solely to meet the entity's internal needs, and (2) during the software's development or modification, no substantive plan exists or is being developed to market the software externally.", "label": "Internal Use Software, Policy [Policy Text Block]", "terseLabel": "Internal-Use Software Development Costs" } } }, "localname": "InternalUseSoftwarePolicy", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_LeaseCost": { "auth_ref": [ "r500", "r502" ], "calculation": { "http://www.liveperson.com/role/CommitmentsandContingenciesComponentsofLeaseCostsDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of lease cost recognized by lessee for lease contract.", "label": "Lease, Cost", "terseLabel": "Lease expense", "totalLabel": "Total lease cost" } } }, "localname": "LeaseCost", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/CommitmentsandContingenciesComponentsofLeaseCostsDetails", "http://www.liveperson.com/role/CommitmentsandContingenciesLeasesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LeaseCostAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Lease, Cost [Abstract]", "terseLabel": "Components of Lease Costs" } } }, "localname": "LeaseCostAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/CommitmentsandContingenciesComponentsofLeaseCostsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LeaseCostTableTextBlock": { "auth_ref": [ "r500" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of lessee's lease cost. Includes, but is not limited to, interest expense for finance lease, amortization of right-of-use asset for finance lease, operating lease cost, short-term lease cost, variable lease cost and sublease income.", "label": "Lease, Cost [Table Text Block]", "terseLabel": "Schedule of Lease Information" } } }, "localname": "LeaseCostTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/CommitmentsandContingenciesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_LegalMattersAndContingenciesTextBlock": { "auth_ref": [ "r288" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for legal proceedings, legal contingencies, litigation, regulatory and environmental matters and other contingencies.", "label": "Legal Matters and Contingencies [Text Block]", "terseLabel": "Legal Matters" } } }, "localname": "LegalMattersAndContingenciesTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/LegalMatters" ], "xbrltype": "textBlockItemType" }, "us-gaap_LesseeFinanceLeaseRemainingLeaseTerm": { "auth_ref": [ "r491" ], "lang": { "en-us": { "role": { "documentation": "Remaining lease term of finance lease, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.", "label": "Lessee, Finance Lease, Remaining Lease Term", "terseLabel": "Finance leases remaining lease term" } } }, "localname": "LesseeFinanceLeaseRemainingLeaseTerm", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/CommitmentsandContingenciesLeasesNarrativeDetails" ], "xbrltype": "durationItemType" }, "us-gaap_LesseeFinanceLeaseTermOfContract1": { "auth_ref": [ "r492" ], "lang": { "en-us": { "role": { "documentation": "Term of lessee's finance lease, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.", "label": "Lessee, Finance Lease, Term of Contract", "terseLabel": "Finance lease initial terms" } } }, "localname": "LesseeFinanceLeaseTermOfContract1", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/CommitmentsandContingenciesLeasesNarrativeDetails" ], "xbrltype": "durationItemType" }, "us-gaap_LesseeLeaseDescriptionLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Lessee, Lease, Description [Line Items]", "terseLabel": "Lessee, Lease, Description [Line Items]" } } }, "localname": "LesseeLeaseDescriptionLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/CommitmentsandContingenciesLeasesNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LesseeLeaseDescriptionTable": { "auth_ref": [ "r493" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about lessee's leases.", "label": "Lessee, Lease, Description [Table]", "terseLabel": "Lessee, Lease, Description [Table]" } } }, "localname": "LesseeLeaseDescriptionTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/CommitmentsandContingenciesLeasesNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityMaturityTableTextBlock": { "auth_ref": [ "r501" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of undiscounted cash flows of lessee's operating lease liability. Includes, but is not limited to, reconciliation of undiscounted cash flows to operating lease liability recognized in statement of financial position.", "label": "Lessee, Operating Lease, Liability, Maturity [Table Text Block]", "terseLabel": "Schedule of Future Minimum Lease Payments" } } }, "localname": "LesseeOperatingLeaseLiabilityMaturityTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/CommitmentsandContingenciesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue": { "auth_ref": [ "r501" ], "calculation": { "http://www.liveperson.com/role/CommitmentsandContingenciesFutureMinimumLeasePaymentsDetails": { "order": null, "parentTag": null, "root": true, "weight": null }, "http://www.liveperson.com/role/CommitmentsandContingenciesFutureMinimumLeasePaymentsDetails_1": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease.", "label": "Lessee, Operating Lease, Liability, to be Paid", "totalLabel": "Total minimum lease payments" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/CommitmentsandContingenciesFutureMinimumLeasePaymentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueAfterYearFive": { "auth_ref": [ "r501" ], "calculation": { "http://www.liveperson.com/role/CommitmentsandContingenciesFutureMinimumLeasePaymentsDetails_1": { "order": 6.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease due after fifth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Lessee, Operating Lease, Liability, to be Paid, after Year Five", "verboseLabel": "Thereafter" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDueAfterYearFive", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/CommitmentsandContingenciesFutureMinimumLeasePaymentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueNextTwelveMonths": { "auth_ref": [ "r501" ], "calculation": { "http://www.liveperson.com/role/CommitmentsandContingenciesFutureMinimumLeasePaymentsDetails_1": { "order": 1.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in next fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Lessee, Operating Lease, Liability, to be Paid, Year One", "verboseLabel": "2021" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDueNextTwelveMonths", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/CommitmentsandContingenciesFutureMinimumLeasePaymentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueYearFive": { "auth_ref": [ "r501" ], "calculation": { "http://www.liveperson.com/role/CommitmentsandContingenciesFutureMinimumLeasePaymentsDetails_1": { "order": 5.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in fifth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Lessee, Operating Lease, Liability, to be Paid, Year Five", "verboseLabel": "2025" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDueYearFive", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/CommitmentsandContingenciesFutureMinimumLeasePaymentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueYearFour": { "auth_ref": [ "r501" ], "calculation": { "http://www.liveperson.com/role/CommitmentsandContingenciesFutureMinimumLeasePaymentsDetails_1": { "order": 4.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in fourth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Lessee, Operating Lease, Liability, to be Paid, Year Four", "verboseLabel": "2024" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDueYearFour", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/CommitmentsandContingenciesFutureMinimumLeasePaymentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueYearThree": { "auth_ref": [ "r501" ], "calculation": { "http://www.liveperson.com/role/CommitmentsandContingenciesFutureMinimumLeasePaymentsDetails_1": { "order": 3.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in third fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Lessee, Operating Lease, Liability, to be Paid, Year Three", "verboseLabel": "2023" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDueYearThree", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/CommitmentsandContingenciesFutureMinimumLeasePaymentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueYearTwo": { "auth_ref": [ "r501" ], "calculation": { "http://www.liveperson.com/role/CommitmentsandContingenciesFutureMinimumLeasePaymentsDetails_1": { "order": 2.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in second fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Lessee, Operating Lease, Liability, to be Paid, Year Two", "verboseLabel": "2022" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDueYearTwo", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/CommitmentsandContingenciesFutureMinimumLeasePaymentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityUndiscountedExcessAmount": { "auth_ref": [ "r501" ], "calculation": { "http://www.liveperson.com/role/CommitmentsandContingenciesFutureMinimumLeasePaymentsDetails": { "order": 1.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payments in excess of discounted obligation for lease payments for operating lease.", "label": "Lessee, Operating Lease, Liability, Undiscounted Excess Amount", "negatedTerseLabel": "Less: present value adjustment" } } }, "localname": "LesseeOperatingLeaseLiabilityUndiscountedExcessAmount", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/CommitmentsandContingenciesFutureMinimumLeasePaymentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseRemainingLeaseTerm": { "auth_ref": [ "r491" ], "lang": { "en-us": { "role": { "documentation": "Remaining lease term of operating lease, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.", "label": "Lessee, Operating Lease, Remaining Lease Term", "terseLabel": "Operating leases remaining lease term" } } }, "localname": "LesseeOperatingLeaseRemainingLeaseTerm", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/CommitmentsandContingenciesLeasesNarrativeDetails" ], "xbrltype": "durationItemType" }, "us-gaap_LetterOfCreditMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A document typically issued by a financial institution which acts as a guarantee of payment to a beneficiary, or as the source of payment for a specific transaction (for example, wiring funds to a foreign exporter if and when specified merchandise is accepted pursuant to the terms of the letter of credit).", "label": "Letter of Credit [Member]", "terseLabel": "Letter of Credit" } } }, "localname": "LetterOfCreditMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/CommitmentsandContingenciesEmployeeBenefitPlansLettersofCreditandNonIncomeRelatedTaxesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_LettersOfCreditOutstandingAmount": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The total amount of the contingent obligation under letters of credit outstanding as of the reporting date.", "label": "Letters of Credit Outstanding, Amount", "terseLabel": "Letters of credit outstanding" } } }, "localname": "LettersOfCreditOutstandingAmount", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/CommitmentsandContingenciesEmployeeBenefitPlansLettersofCreditandNonIncomeRelatedTaxesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_Liabilities": { "auth_ref": [ "r43", "r114", "r182", "r213", "r454", "r457", "r458", "r470" ], "calculation": { "http://www.liveperson.com/role/ConsolidatedBalanceSheets": { "order": 1.0, "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Sum of the carrying amounts as of the balance sheet date of all liabilities that are recognized. Liabilities are probable future sacrifices of economic benefits arising from present obligations of an entity to transfer assets or provide services to other entities in the future.", "label": "Liabilities", "totalLabel": "Total liabilities" } } }, "localname": "Liabilities", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_LiabilitiesAndStockholdersEquity": { "auth_ref": [ "r31", "r114", "r213", "r470", "r545", "r561" ], "calculation": { "http://www.liveperson.com/role/ConsolidatedBalanceSheets": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of liabilities and equity items, including the portion of equity attributable to noncontrolling interests, if any.", "label": "Liabilities and Equity", "totalLabel": "Total liabilities and stockholders\u2019 equity" } } }, "localname": "LiabilitiesAndStockholdersEquity", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_LiabilitiesAndStockholdersEquityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Liabilities and Equity [Abstract]", "terseLabel": "LIABILITIES AND STOCKHOLDERS\u2019 EQUITY" } } }, "localname": "LiabilitiesAndStockholdersEquityAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "stringItemType" }, "us-gaap_LiabilitiesCurrent": { "auth_ref": [ "r45", "r114", "r213", "r454", "r457", "r458", "r470" ], "calculation": { "http://www.liveperson.com/role/ConsolidatedBalanceSheets": { "order": 1.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Total obligations incurred as part of normal operations that are expected to be paid during the following twelve months or within one business cycle, if longer.", "label": "Liabilities, Current", "totalLabel": "Total current liabilities" } } }, "localname": "LiabilitiesCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_LiabilitiesCurrentAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Liabilities, Current [Abstract]", "terseLabel": "CURRENT LIABILITIES:" } } }, "localname": "LiabilitiesCurrentAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "stringItemType" }, "us-gaap_LiabilitiesFairValueDisclosure": { "auth_ref": [ "r460" ], "calculation": { "http://www.liveperson.com/role/FairValueMeasurementsAssetsandLiabilitiesMeasuredatFairValueDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Fair value of financial and nonfinancial obligations.", "label": "Financial and Nonfinancial Liabilities, Fair Value Disclosure", "totalLabel": "Total liabilities" } } }, "localname": "LiabilitiesFairValueDisclosure", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/FairValueMeasurementsAssetsandLiabilitiesMeasuredatFairValueDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LiabilitiesFairValueDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Liabilities, Fair Value Disclosure [Abstract]", "terseLabel": "Liabilities:" } } }, "localname": "LiabilitiesFairValueDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/FairValueMeasurementsAssetsandLiabilitiesMeasuredatFairValueDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LongLivedAssetsByGeographicAreasTableTextBlock": { "auth_ref": [ "r197" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of long-lived assets, excluding financial instruments, long-term customer relationships of a financial institution, mortgage rights, deferred policy acquisition costs, and deferred tax assets, by geographic areas located in the entity's country of domicile and foreign countries in which the entity holds assets.", "label": "Long-lived Assets by Geographic Areas [Table Text Block]", "terseLabel": "Schedule of Long-Lived Assets By Geographic Region" } } }, "localname": "LongLivedAssetsByGeographicAreasTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/SegmentInformationTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_LongTermDebt": { "auth_ref": [ "r20", "r293", "r544", "r558" ], "calculation": { "http://www.liveperson.com/role/ConvertibleSeniorNotesandCappedCallTransactionsCarryingAmountandInterestExpenseDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, after unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.", "label": "Long-term Debt", "totalLabel": "Net carrying amount" } } }, "localname": "LongTermDebt", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConvertibleSeniorNotesandCappedCallTransactionsCarryingAmountandInterestExpenseDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongTermDebtAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Long-term Debt, Unclassified [Abstract]", "terseLabel": "Carrying Amount of Liability Component:" } } }, "localname": "LongTermDebtAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConvertibleSeniorNotesandCappedCallTransactionsCarryingAmountandInterestExpenseDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LongtermDebtTypeAxis": { "auth_ref": [ "r47" ], "lang": { "en-us": { "role": { "documentation": "Information by type of long-term debt.", "label": "Long-term Debt, Type [Axis]", "terseLabel": "Long-term Debt, Type [Axis]" } } }, "localname": "LongtermDebtTypeAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConvertibleSeniorNotesandCappedCallTransactionsCarryingAmountandInterestExpenseDetails", "http://www.liveperson.com/role/ConvertibleSeniorNotesandCappedCallTransactionsNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LongtermDebtTypeDomain": { "auth_ref": [ "r47", "r289" ], "lang": { "en-us": { "role": { "documentation": "Type of long-term debt arrangement, such as notes, line of credit, commercial paper, asset-based financing, project financing, letter of credit financing. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the company, if longer.", "label": "Long-term Debt, Type [Domain]", "terseLabel": "Long-term Debt, Type [Domain]" } } }, "localname": "LongtermDebtTypeDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConvertibleSeniorNotesandCappedCallTransactionsCarryingAmountandInterestExpenseDetails", "http://www.liveperson.com/role/ConvertibleSeniorNotesandCappedCallTransactionsNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_LossContingencyInformationAboutLitigationMattersAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Loss Contingency, Information about Litigation Matters [Abstract]", "terseLabel": "Loss Contingency, Information about Litigation Matters [Abstract]" } } }, "localname": "LossContingencyInformationAboutLitigationMattersAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_MoneyMarketFundsMember": { "auth_ref": [ "r330" ], "lang": { "en-us": { "role": { "documentation": "Fund that invests in short-term money-market instruments, for example, but not limited to, commercial paper, banker's acceptances, repurchase agreements, government securities, certificates of deposit, and other highly liquid securities.", "label": "Money Market Funds [Member]", "terseLabel": "Money market funds" } } }, "localname": "MoneyMarketFundsMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/FairValueMeasurementsAssetsandLiabilitiesMeasuredatFairValueDetails" ], "xbrltype": "domainItemType" }, "us-gaap_NetCashProvidedByUsedInFinancingActivities": { "auth_ref": [ "r99" ], "calculation": { "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows": { "order": 3.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow (outflow) from financing activities, including discontinued operations. Financing activity cash flows include obtaining resources from owners and providing them with a return on, and a return of, their investment; borrowing money and repaying amounts borrowed, or settling the obligation; and obtaining and paying for other resources obtained from creditors on long-term credit.", "label": "Net Cash Provided by (Used in) Financing Activities", "totalLabel": "Net cash provided by financing activities" } } }, "localname": "NetCashProvidedByUsedInFinancingActivities", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetCashProvidedByUsedInFinancingActivitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Net Cash Provided by (Used in) Financing Activities [Abstract]", "terseLabel": "FINANCING ACTIVITIES:" } } }, "localname": "NetCashProvidedByUsedInFinancingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_NetCashProvidedByUsedInInvestingActivities": { "auth_ref": [ "r99" ], "calculation": { "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows": { "order": 2.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow (outflow) from investing activities, including discontinued operations. Investing activity cash flows include making and collecting loans and acquiring and disposing of debt or equity instruments and property, plant, and equipment and other productive assets.", "label": "Net Cash Provided by (Used in) Investing Activities", "totalLabel": "Net cash used in investing activities" } } }, "localname": "NetCashProvidedByUsedInInvestingActivities", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetCashProvidedByUsedInInvestingActivitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Net Cash Provided by (Used in) Investing Activities [Abstract]", "terseLabel": "INVESTING ACTIVITIES:" } } }, "localname": "NetCashProvidedByUsedInInvestingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_NetCashProvidedByUsedInOperatingActivities": { "auth_ref": [ "r99", "r101", "r104" ], "calculation": { "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows": { "order": 1.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow (outflow) from operating activities, including discontinued operations. Operating activity cash flows include transactions, adjustments, and changes in value not defined as investing or financing activities.", "label": "Net Cash Provided by (Used in) Operating Activities", "totalLabel": "Net cash provided by (used in) operating activities" } } }, "localname": "NetCashProvidedByUsedInOperatingActivities", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetCashProvidedByUsedInOperatingActivitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Net Cash Provided by (Used in) Operating Activities [Abstract]", "terseLabel": "OPERATING ACTIVITIES:" } } }, "localname": "NetCashProvidedByUsedInOperatingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_NetIncomeLoss": { "auth_ref": [ "r1", "r62", "r65", "r70", "r104", "r114", "r125", "r129", "r130", "r131", "r132", "r135", "r136", "r140", "r174", "r180", "r184", "r187", "r190", "r213", "r470", "r548", "r564" ], "calculation": { "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows": { "order": 1.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 }, "http://www.liveperson.com/role/ConsolidatedStatementsofComprehensiveLoss": { "order": 1.0, "parentTag": "us-gaap_ComprehensiveIncomeNetOfTax", "weight": 1.0 }, "http://www.liveperson.com/role/ConsolidatedStatementsofOperations": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.", "label": "Net Income (Loss) Attributable to Parent", "terseLabel": "Net loss", "totalLabel": "Net loss" } } }, "localname": "NetIncomeLoss", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows", "http://www.liveperson.com/role/ConsolidatedStatementsofComprehensiveLoss", "http://www.liveperson.com/role/ConsolidatedStatementsofOperations", "http://www.liveperson.com/role/ConsolidatedStatementsofStockholdersEquity" ], "xbrltype": "monetaryItemType" }, "us-gaap_NewAccountingPronouncementsPolicyPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy pertaining to new accounting pronouncements that may impact the entity's financial reporting. Includes, but is not limited to, quantification of the expected or actual impact.", "label": "New Accounting Pronouncements, Policy [Policy Text Block]", "terseLabel": "Recently Issued Accounting Standards" } } }, "localname": "NewAccountingPronouncementsPolicyPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_NoncashOrPartNoncashAcquisitionNameDomain": { "auth_ref": [ "r108", "r109", "r110" ], "lang": { "en-us": { "role": { "documentation": "The name of the sale of an asset or business acquired through a noncash (or part noncash) transaction.", "label": "Noncash or Part Noncash Acquisition, Name [Domain]", "terseLabel": "Noncash or Part Noncash Acquisition, Name [Domain]" } } }, "localname": "NoncashOrPartNoncashAcquisitionNameDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "domainItemType" }, "us-gaap_NoncashOrPartNoncashAcquisitionNoncashFinancialOrEquityInstrumentConsiderationSharesIssued1": { "auth_ref": [ "r108", "r109", "r110" ], "lang": { "en-us": { "role": { "documentation": "The number of shares issued as [noncash or part noncash] consideration for a business or asset acquired. Noncash is defined as transactions during a period that affect recognized assets or liabilities but that do not result in cash receipts or cash payments in the period. \"Part noncash\" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period.", "label": "Noncash or Part Noncash Acquisition, Noncash Financial or Equity Instrument Consideration, Shares Issued", "terseLabel": "Issuance of shares of common stock in connection with acquisition (in shares)" } } }, "localname": "NoncashOrPartNoncashAcquisitionNoncashFinancialOrEquityInstrumentConsiderationSharesIssued1", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "sharesItemType" }, "us-gaap_NoncashOrPartNoncashAcquisitionsByUniqueDescriptionAxis": { "auth_ref": [ "r108", "r109", "r110" ], "lang": { "en-us": { "role": { "documentation": "This table is organized by a unique description of the noncash or part noncash acquisition.", "label": "Noncash or Part Noncash Acquisitions by Unique Description [Axis]", "terseLabel": "Noncash or Part Noncash Acquisitions by Unique Description [Axis]" } } }, "localname": "NoncashOrPartNoncashAcquisitionsByUniqueDescriptionAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_NonoperatingIncomeExpense": { "auth_ref": [ "r81" ], "calculation": { "http://www.liveperson.com/role/ConsolidatedStatementsofOperations": { "order": 2.0, "parentTag": "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesMinorityInterestAndIncomeLossFromEquityMethodInvestments", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The aggregate amount of income or expense from ancillary business-related activities (that is to say, excluding major activities considered part of the normal operations of the business).", "label": "Nonoperating Income (Expense)", "totalLabel": "Total Other (expense) income, net" } } }, "localname": "NonoperatingIncomeExpense", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofOperations" ], "xbrltype": "monetaryItemType" }, "us-gaap_NumberOfOperatingSegments": { "auth_ref": [ "r162" ], "lang": { "en-us": { "role": { "documentation": "Number of operating segments. An operating segment is a component of an enterprise: (a) that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same enterprise), (b) whose operating results are regularly reviewed by the enterprise's chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance, and (c) for which discrete financial information is available. An operating segment may engage in business activities for which it has yet to earn revenues, for example, start-up operations may be operating segments before earning revenues.", "label": "Number of Operating Segments", "terseLabel": "Number of operating segments" } } }, "localname": "NumberOfOperatingSegments", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/SegmentInformationNarrativeDetails" ], "xbrltype": "integerItemType" }, "us-gaap_OperatingIncomeLoss": { "auth_ref": [ "r174", "r180", "r184", "r187", "r190" ], "calculation": { "http://www.liveperson.com/role/ConsolidatedStatementsofOperations": { "order": 1.0, "parentTag": "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesMinorityInterestAndIncomeLossFromEquityMethodInvestments", "weight": 1.0 }, "http://www.liveperson.com/role/SegmentInformationFinancialInformationbySegmentDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The net result for the period of deducting operating expenses from operating revenues.", "label": "Operating Income (Loss)", "totalLabel": "Loss from operations" } } }, "localname": "OperatingIncomeLoss", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofOperations", "http://www.liveperson.com/role/SegmentInformationFinancialInformationbySegmentDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseCost": { "auth_ref": [ "r495", "r502" ], "calculation": { "http://www.liveperson.com/role/CommitmentsandContingenciesComponentsofLeaseCostsDetails": { "order": 3.0, "parentTag": "us-gaap_LeaseCost", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of single lease cost, calculated by allocation of remaining cost of lease over remaining lease term. Includes, but is not limited to, single lease cost, after impairment of right-of-use asset, calculated by amortization of remaining right-of-use asset and accretion of lease liability.", "label": "Operating Lease, Cost", "terseLabel": "Operating lease cost" } } }, "localname": "OperatingLeaseCost", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/CommitmentsandContingenciesComponentsofLeaseCostsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseExpense": { "auth_ref": [ "r487" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of operating lease expense. Excludes sublease income.", "label": "Operating Lease, Expense", "terseLabel": "Lease expense for operating leases" } } }, "localname": "OperatingLeaseExpense", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/CommitmentsandContingenciesLeasesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseLiability": { "auth_ref": [ "r485" ], "calculation": { "http://www.liveperson.com/role/CommitmentsandContingenciesFutureMinimumLeasePaymentsDetails": { "order": 2.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 }, "http://www.liveperson.com/role/CommitmentsandContingenciesSupplementalBalanceSheetInformationDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Present value of lessee's discounted obligation for lease payments from operating lease.", "label": "Operating Lease, Liability", "terseLabel": "Total operating lease liability", "totalLabel": "Total operating lease liability" } } }, "localname": "OperatingLeaseLiability", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/CommitmentsandContingenciesFutureMinimumLeasePaymentsDetails", "http://www.liveperson.com/role/CommitmentsandContingenciesSupplementalBalanceSheetInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseLiabilityCurrent": { "auth_ref": [ "r485" ], "calculation": { "http://www.liveperson.com/role/CommitmentsandContingenciesSupplementalBalanceSheetInformationDetails": { "order": 1.0, "parentTag": "us-gaap_OperatingLeaseLiability", "weight": 1.0 }, "http://www.liveperson.com/role/ConsolidatedBalanceSheets": { "order": 4.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Present value of lessee's discounted obligation for lease payments from operating lease, classified as current.", "label": "Operating Lease, Liability, Current", "terseLabel": "Operating lease liability", "verboseLabel": "Current operating lease liability" } } }, "localname": "OperatingLeaseLiabilityCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/CommitmentsandContingenciesSupplementalBalanceSheetInformationDetails", "http://www.liveperson.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseLiabilityNoncurrent": { "auth_ref": [ "r485" ], "calculation": { "http://www.liveperson.com/role/CommitmentsandContingenciesSupplementalBalanceSheetInformationDetails": { "order": 2.0, "parentTag": "us-gaap_OperatingLeaseLiability", "weight": 1.0 }, "http://www.liveperson.com/role/ConsolidatedBalanceSheets": { "order": 5.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Present value of lessee's discounted obligation for lease payments from operating lease, classified as noncurrent.", "label": "Operating Lease, Liability, Noncurrent", "terseLabel": "Operating lease liability, net of current portion", "verboseLabel": "Long term operating lease liability" } } }, "localname": "OperatingLeaseLiabilityNoncurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/CommitmentsandContingenciesSupplementalBalanceSheetInformationDetails", "http://www.liveperson.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeasePayments": { "auth_ref": [ "r490", "r496" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of cash outflow from operating lease, excluding payments to bring another asset to condition and location necessary for its intended use.", "label": "Operating Lease, Payments", "terseLabel": "Operating cash flows for operating leases" } } }, "localname": "OperatingLeasePayments", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/CommitmentsandContingenciesSupplementalCashFlowInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseRightOfUseAsset": { "auth_ref": [ "r484" ], "calculation": { "http://www.liveperson.com/role/ConsolidatedBalanceSheets": { "order": 2.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's right to use underlying asset under operating lease.", "label": "Operating Lease, Right-of-Use Asset", "terseLabel": "Operating lease right of use asset", "verboseLabel": "Right-of-use asset, net" } } }, "localname": "OperatingLeaseRightOfUseAsset", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/CommitmentsandContingenciesSupplementalBalanceSheetInformationDetails", "http://www.liveperson.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseWeightedAverageDiscountRatePercent": { "auth_ref": [ "r499", "r502" ], "lang": { "en-us": { "role": { "documentation": "Weighted average discount rate for operating lease calculated at point in time.", "label": "Operating Lease, Weighted Average Discount Rate, Percent", "terseLabel": "Operating leases, weighted average discount rate (percent)" } } }, "localname": "OperatingLeaseWeightedAverageDiscountRatePercent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/CommitmentsandContingenciesSupplementalBalanceSheetInformationDetails" ], "xbrltype": "percentItemType" }, "us-gaap_OperatingLeaseWeightedAverageRemainingLeaseTerm1": { "auth_ref": [ "r498", "r502" ], "lang": { "en-us": { "role": { "documentation": "Weighted average remaining lease term for operating lease, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.", "label": "Operating Lease, Weighted Average Remaining Lease Term", "terseLabel": "Operating leases, weighted average remaining lease term (in years)" } } }, "localname": "OperatingLeaseWeightedAverageRemainingLeaseTerm1", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/CommitmentsandContingenciesSupplementalBalanceSheetInformationDetails" ], "xbrltype": "durationItemType" }, "us-gaap_OperatingLeasesFutureMinimumPaymentsDueAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract]", "terseLabel": "Operating Leases Future Minimum Lease Payments" } } }, "localname": "OperatingLeasesFutureMinimumPaymentsDueAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/CommitmentsandContingenciesFutureMinimumLeasePaymentsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_OperatingLossCarryforwards": { "auth_ref": [ "r414" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of operating loss carryforward, before tax effects, available to reduce future taxable income under enacted tax laws.", "label": "Operating Loss Carryforwards", "terseLabel": "Operating loss carryforwards" } } }, "localname": "OperatingLossCarryforwards", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLossCarryforwardsLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Operating Loss Carryforwards [Line Items]", "terseLabel": "Operating Loss Carryforwards [Line Items]" } } }, "localname": "OperatingLossCarryforwardsLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_OperatingLossCarryforwardsTable": { "auth_ref": [ "r415" ], "lang": { "en-us": { "role": { "documentation": "Schedule reflecting pertinent information, such as tax authority, amounts, and expiration dates, of net operating loss carryforwards, including an assessment of the likelihood of utilization.", "label": "Operating Loss Carryforwards [Table]", "terseLabel": "Operating Loss Carryforwards [Table]" } } }, "localname": "OperatingLossCarryforwardsTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_OperatingSegmentsMember": { "auth_ref": [ "r179", "r180", "r181", "r182", "r184", "r190" ], "lang": { "en-us": { "role": { "documentation": "Identifies components of an entity that engage in business activities from which they may earn revenue and incur expenses, including transactions with other components of the same entity.", "label": "Operating Segments [Member]", "terseLabel": "Operating Segments" } } }, "localname": "OperatingSegmentsMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/SegmentInformationFinancialInformationbySegmentDetails" ], "xbrltype": "domainItemType" }, "us-gaap_OtherAccruedLiabilitiesCurrent": { "auth_ref": [ "r6", "r7", "r8", "r44" ], "calculation": { "http://www.liveperson.com/role/AccruedLiabilitiesandOtherCurrentLiabilitiesDetails": { "order": 8.0, "parentTag": "us-gaap_AccruedLiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of expenses incurred but not yet paid classified as other, due within one year or the normal operating cycle, if longer.", "label": "Other Accrued Liabilities, Current", "terseLabel": "Other" } } }, "localname": "OtherAccruedLiabilitiesCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/AccruedLiabilitiesandOtherCurrentLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherAssetsNoncurrent": { "auth_ref": [ "r39" ], "calculation": { "http://www.liveperson.com/role/ConsolidatedBalanceSheets": { "order": 8.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of noncurrent assets classified as other.", "label": "Other Assets, Noncurrent", "terseLabel": "Other assets" } } }, "localname": "OtherAssetsNoncurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherCommitmentsLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Other Commitments [Line Items]", "terseLabel": "Other Commitments [Line Items]" } } }, "localname": "OtherCommitmentsLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/CommitmentsandContingenciesEmployeeBenefitPlansLettersofCreditandNonIncomeRelatedTaxesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_OtherCommitmentsTable": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about obligations resulting from other commitments.", "label": "Other Commitments [Table]", "terseLabel": "Other Commitments [Table]" } } }, "localname": "OtherCommitmentsTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/CommitmentsandContingenciesEmployeeBenefitPlansLettersofCreditandNonIncomeRelatedTaxesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_OtherComprehensiveIncomeLossForeignCurrencyTransactionAndTranslationAdjustmentNetOfTax": { "auth_ref": [ "r56" ], "calculation": { "http://www.liveperson.com/role/ConsolidatedStatementsofComprehensiveLoss": { "order": 2.0, "parentTag": "us-gaap_ComprehensiveIncomeNetOfTax", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount after tax and reclassification adjustments of gain (loss) on foreign currency translation adjustments, foreign currency transactions designated and effective as economic hedges of a net investment in a foreign entity and intra-entity foreign currency transactions that are of a long-term-investment nature.", "label": "Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax", "terseLabel": "Foreign currency translation adjustment" } } }, "localname": "OtherComprehensiveIncomeLossForeignCurrencyTransactionAndTranslationAdjustmentNetOfTax", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofComprehensiveLoss" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeLossNetOfTax": { "auth_ref": [ "r63", "r66", "r69", "r71", "r298", "r472", "r477", "r478", "r549", "r565" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount after tax and reclassification adjustments of other comprehensive income (loss).", "label": "Other Comprehensive Income (Loss), Net of Tax", "verboseLabel": "Other comprehensive income (loss)" } } }, "localname": "OtherComprehensiveIncomeLossNetOfTax", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofStockholdersEquity" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherExpenseMember": { "auth_ref": [ "r459" ], "lang": { "en-us": { "role": { "documentation": "Primary financial statement caption encompassing other expense.", "label": "Other Expense [Member]", "terseLabel": "Other expense, ent" } } }, "localname": "OtherExpenseMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConvertibleSeniorNotesandCappedCallTransactionsNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_OtherIntangibleAssetsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Intangible assets classified as other.", "label": "Other Intangible Assets [Member]", "terseLabel": "Other" } } }, "localname": "OtherIntangibleAssetsMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/GoodwillandIntangibleAssetsIntangibleAssetsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_OtherLiabilitiesNoncurrent": { "auth_ref": [ "r48" ], "calculation": { "http://www.liveperson.com/role/ConsolidatedBalanceSheets": { "order": 4.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of liabilities classified as other, due after one year or the normal operating cycle, if longer.", "label": "Other Liabilities, Noncurrent", "terseLabel": "Other liabilities" } } }, "localname": "OtherLiabilitiesNoncurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherNonoperatingIncomeExpense": { "auth_ref": [ "r83" ], "calculation": { "http://www.liveperson.com/role/ConsolidatedStatementsofOperations": { "order": 2.0, "parentTag": "us-gaap_NonoperatingIncomeExpense", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of income (expense) related to nonoperating activities, classified as other.", "label": "Other Nonoperating Income (Expense)", "terseLabel": "Other (expense) income, net" } } }, "localname": "OtherNonoperatingIncomeExpense", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofOperations" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherNonoperatingIncomeExpenseAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Other Nonoperating Income (Expense) [Abstract]", "terseLabel": "Other (expense) income, net" } } }, "localname": "OtherNonoperatingIncomeExpenseAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofOperations" ], "xbrltype": "stringItemType" }, "us-gaap_OtherNonrecurringExpense": { "auth_ref": [ "r85" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of other expense that is infrequent in occurrence or unusual in nature.", "label": "Other Nonrecurring Expense", "terseLabel": "Other non-recurring expense" } } }, "localname": "OtherNonrecurringExpense", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/CommitmentsandContingenciesLeasesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherRestructuringCosts": { "auth_ref": [ "r103", "r273", "r278", "r281" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of other expenses associated with exit or disposal activities pursuant to an authorized plan. Excludes expenses associated with a discontinued operation or an asset retirement obligation.", "label": "Other Restructuring Costs", "terseLabel": "Lease restructuring costs" } } }, "localname": "OtherRestructuringCosts", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/RestructuringCostsLiabilityforRestructuringChargesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherRestructuringMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Restructuring and related activities classified as other.", "label": "Other Restructuring [Member]", "terseLabel": "Lease restructuring costs" } } }, "localname": "OtherRestructuringMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/RestructuringCostsRestructuringChargesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_OtherSignificantNoncashTransactionValueOfConsiderationGiven1": { "auth_ref": [ "r108", "r109", "r110" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The value of the noncash (or part noncash) consideration given (for example, liability, equity) in a transaction. Noncash is defined as transactions during a period that do not result in cash receipts or cash payments in the period. \"Part noncash\" refers to that portion of a transaction not resulting in cash receipts or cash payments in the period.", "label": "Other Significant Noncash Transaction, Value of Consideration Given", "terseLabel": "Issuance of shares of common stock in connection with acquisition" } } }, "localname": "OtherSignificantNoncashTransactionValueOfConsiderationGiven1", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_PatentsMember": { "auth_ref": [ "r444" ], "lang": { "en-us": { "role": { "documentation": "Exclusive legal right granted by the government to the owner of the patent to exploit an invention or a process for a period of time specified by law.", "label": "Patents [Member]", "terseLabel": "Patents" } } }, "localname": "PatentsMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/GoodwillandIntangibleAssetsIntangibleAssetsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_PayablesAndAccrualsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Payables and Accruals [Abstract]", "terseLabel": "Payables and Accruals [Abstract]" } } }, "localname": "PayablesAndAccrualsAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_PaymentForContingentConsiderationLiabilityFinancingActivities": { "auth_ref": [ "r95" ], "calculation": { "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows": { "order": 6.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of cash outflow, not made soon after acquisition date of business combination, to settle contingent consideration liability up to amount recognized at acquisition date, including, but not limited to, measurement period adjustment and less amount paid soon after acquisition date.", "label": "Payment for Contingent Consideration Liability, Financing Activities", "negatedTerseLabel": "Payment related to contingent consideration", "terseLabel": "Payment related to contingent consideration" } } }, "localname": "PaymentForContingentConsiderationLiabilityFinancingActivities", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/AcquisitionsDetails", "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsForDerivativeInstrumentFinancingActivities": { "auth_ref": [ "r93", "r98" ], "calculation": { "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows": { "order": 7.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow for derivative instruments during the period, which are classified as financing activities, excluding those designated as hedging instruments.", "label": "Payments for Derivative Instrument, Financing Activities", "negatedTerseLabel": "Purchase of capped call option" } } }, "localname": "PaymentsForDerivativeInstrumentFinancingActivities", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsForRepurchaseOfCommonStock": { "auth_ref": [ "r92" ], "calculation": { "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows": { "order": 2.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow to reacquire common stock during the period.", "label": "Payments for Repurchase of Common Stock", "negatedLabel": "Repurchase of common stock" } } }, "localname": "PaymentsForRepurchaseOfCommonStock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsForRestructuring": { "auth_ref": [ "r97", "r274" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of cash payments made as the result of exit or disposal activities. Excludes payments associated with a discontinued operation or an asset retirement obligation.", "label": "Payments for Restructuring", "negatedTerseLabel": "Cash payments" } } }, "localname": "PaymentsForRestructuring", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/RestructuringCostsLiabilityforRestructuringChargesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsOfDebtIssuanceCosts": { "auth_ref": [ "r94" ], "calculation": { "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows": { "order": 5.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow paid to third parties in connection with debt origination, which will be amortized over the remaining maturity period of the associated long-term debt.", "label": "Payments of Debt Issuance Costs", "negatedTerseLabel": "Payment of issuance costs in connection with convertible senior notes" } } }, "localname": "PaymentsOfDebtIssuanceCosts", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsToAcquireBusinessesGross": { "auth_ref": [ "r87", "r450" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow associated with the acquisition of business during the period. The cash portion only of the acquisition price.", "label": "Payments to Acquire Businesses, Gross", "verboseLabel": "Cash payment in acquisition" } } }, "localname": "PaymentsToAcquireBusinessesGross", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/AcquisitionsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsToAcquireIntangibleAssets": { "auth_ref": [ "r88" ], "calculation": { "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows": { "order": 2.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow to acquire asset without physical form usually arising from contractual or other legal rights, excluding goodwill.", "label": "Payments to Acquire Intangible Assets", "negatedTerseLabel": "Payments for acquisitions and intangible assets, net of cash acquired" } } }, "localname": "PaymentsToAcquireIntangibleAssets", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsToAcquirePropertyPlantAndEquipment": { "auth_ref": [ "r88" ], "calculation": { "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows": { "order": 1.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow associated with the acquisition of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale; includes cash outflows to pay for construction of self-constructed assets.", "label": "Payments to Acquire Property, Plant, and Equipment", "negatedLabel": "Purchases of property and equipment, including capitalized software" } } }, "localname": "PaymentsToAcquirePropertyPlantAndEquipment", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_PlanNameAxis": { "auth_ref": [ "r347", "r372" ], "lang": { "en-us": { "role": { "documentation": "Information by plan name for share-based payment arrangement.", "label": "Plan Name [Axis]", "terseLabel": "Plan Name [Axis]" } } }, "localname": "PlanNameAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/StockholdersEquityNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_PlanNameDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Plan name for share-based payment arrangement.", "label": "Plan Name [Domain]", "terseLabel": "Plan Name [Domain]" } } }, "localname": "PlanNameDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/StockholdersEquityNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_PreferredStockParOrStatedValuePerShare": { "auth_ref": [ "r23" ], "lang": { "en-us": { "role": { "documentation": "Face amount or stated value per share of preferred stock nonredeemable or redeemable solely at the option of the issuer.", "label": "Preferred Stock, Par or Stated Value Per Share", "terseLabel": "Preferred stock, par value (in dollars per share)" } } }, "localname": "PreferredStockParOrStatedValuePerShare", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedBalanceSheetsParenthetical", "http://www.liveperson.com/role/StockholdersEquityNarrativeDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_PreferredStockSharesAuthorized": { "auth_ref": [ "r23" ], "lang": { "en-us": { "role": { "documentation": "The maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws.", "label": "Preferred Stock, Shares Authorized", "terseLabel": "Preferred stock, shares authorized (in shares)" } } }, "localname": "PreferredStockSharesAuthorized", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedBalanceSheetsParenthetical", "http://www.liveperson.com/role/StockholdersEquityNarrativeDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_PreferredStockSharesIssued": { "auth_ref": [ "r23" ], "lang": { "en-us": { "role": { "documentation": "Total number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) issued to shareholders (includes related preferred shares that were issued, repurchased, and remain in the treasury). May be all or portion of the number of preferred shares authorized. Excludes preferred shares that are classified as debt.", "label": "Preferred Stock, Shares Issued", "terseLabel": "Preferred stock, shares issued (in shares)" } } }, "localname": "PreferredStockSharesIssued", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedBalanceSheetsParenthetical", "http://www.liveperson.com/role/StockholdersEquityNarrativeDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_PreferredStockSharesOutstanding": { "auth_ref": [ "r23" ], "lang": { "en-us": { "role": { "documentation": "Aggregate share number for all nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer) held by stockholders. Does not include preferred shares that have been repurchased.", "label": "Preferred Stock, Shares Outstanding", "terseLabel": "Preferred stock, shares outstanding (in shares)" } } }, "localname": "PreferredStockSharesOutstanding", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/StockholdersEquityNarrativeDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_PreferredStockValue": { "auth_ref": [ "r23" ], "calculation": { "http://www.liveperson.com/role/ConsolidatedBalanceSheets": { "order": 1.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Aggregate par or stated value of issued nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable preferred shares, par value and other disclosure concepts are in another section within stockholders' equity.", "label": "Preferred Stock, Value, Issued", "terseLabel": "Preferred stock, $0.001 par value - 5,000,000 shares authorized, none issued" } } }, "localname": "PreferredStockValue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_PrepaidExpenseAndOtherAssetsCurrent": { "auth_ref": [ "r4", "r33", "r34" ], "calculation": { "http://www.liveperson.com/role/ConsolidatedBalanceSheets": { "order": 3.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of asset related to consideration paid in advance for costs that provide economic benefits in future periods, and amount of other assets that are expected to be realized or consumed within one year or the normal operating cycle, if longer.", "label": "Prepaid Expense and Other Assets, Current", "terseLabel": "Prepaid expenses and other current assets" } } }, "localname": "PrepaidExpenseAndOtherAssetsCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromConvertibleDebt": { "auth_ref": [ "r91" ], "calculation": { "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows": { "order": 4.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow from the issuance of a long-term debt instrument which can be exchanged for a specified amount of another security, typically the entity's common stock, at the option of the issuer or the holder.", "label": "Proceeds from Convertible Debt", "terseLabel": "Proceeds from issuance of convertible senior notes" } } }, "localname": "ProceedsFromConvertibleDebt", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromDebtNetOfIssuanceCosts": { "auth_ref": [ "r91" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow from additional borrowings, net of cash paid to third parties in connection with debt origination.", "label": "Proceeds from Debt, Net of Issuance Costs", "terseLabel": "Proceeds from debt offering, net of debt issuance costs" } } }, "localname": "ProceedsFromDebtNetOfIssuanceCosts", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConvertibleSeniorNotesandCappedCallTransactionsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromIncomeTaxRefunds": { "auth_ref": [ "r101", "r107" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The amount of cash received during the period as refunds for the overpayment of taxes.", "label": "Proceeds from Income Tax Refunds", "terseLabel": "Refund claims related to prior years" } } }, "localname": "ProceedsFromIncomeTaxRefunds", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromIssuanceOfCommonStock": { "auth_ref": [ "r90" ], "calculation": { "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows": { "order": 3.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow from the additional capital contribution to the entity.", "label": "Proceeds from Issuance of Common Stock", "terseLabel": "Proceeds from issuance of common stock in connection with the exercise of options and ESPP" } } }, "localname": "ProceedsFromIssuanceOfCommonStock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromLinesOfCredit": { "auth_ref": [ "r91", "r117" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow from contractual arrangement with the lender, including but not limited to, letter of credit, standby letter of credit and revolving credit arrangements.", "label": "Proceeds from Lines of Credit", "terseLabel": "Proceeds from amounts drawn against letters of credit" } } }, "localname": "ProceedsFromLinesOfCredit", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/CommitmentsandContingenciesEmployeeBenefitPlansLettersofCreditandNonIncomeRelatedTaxesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PropertyPlantAndEquipmentAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Property, Plant and Equipment [Abstract]", "terseLabel": "Property, Plant and Equipment [Abstract]" } } }, "localname": "PropertyPlantAndEquipmentAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_PropertyPlantAndEquipmentAndFinanceLeaseRightOfUseAssetAccumulatedDepreciationAndAmortization": { "auth_ref": [ "r267", "r486", "r494" ], "calculation": { "http://www.liveperson.com/role/PropertyandEquipmentBalancesDetails": { "order": 2.0, "parentTag": "us-gaap_PropertyPlantAndEquipmentAndFinanceLeaseRightOfUseAssetAfterAccumulatedDepreciationAndAmortization", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of accumulated depreciation and amortization from plant, property, and equipment and right-of-use asset from finance lease.", "label": "Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, Accumulated Depreciation and Amortization", "negatedLabel": "Less: accumulated depreciation and amortization" } } }, "localname": "PropertyPlantAndEquipmentAndFinanceLeaseRightOfUseAssetAccumulatedDepreciationAndAmortization", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/PropertyandEquipmentBalancesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PropertyPlantAndEquipmentAndFinanceLeaseRightOfUseAssetAfterAccumulatedDepreciationAndAmortization": { "auth_ref": [ "r55", "r268", "r494" ], "calculation": { "http://www.liveperson.com/role/ConsolidatedBalanceSheets": { "order": 3.0, "parentTag": "us-gaap_Assets", "weight": 1.0 }, "http://www.liveperson.com/role/PropertyandEquipmentBalancesDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, after accumulated depreciation and amortization, of property, plant, and equipment and finance lease right-of-use asset.", "label": "Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, after Accumulated Depreciation and Amortization", "terseLabel": "Property and equipment, net", "totalLabel": "Total" } } }, "localname": "PropertyPlantAndEquipmentAndFinanceLeaseRightOfUseAssetAfterAccumulatedDepreciationAndAmortization", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedBalanceSheets", "http://www.liveperson.com/role/PropertyandEquipmentBalancesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PropertyPlantAndEquipmentAndFinanceLeaseRightOfUseAssetBeforeAccumulatedDepreciationAndAmortization": { "auth_ref": [ "r13", "r266", "r484" ], "calculation": { "http://www.liveperson.com/role/PropertyandEquipmentBalancesDetails": { "order": 1.0, "parentTag": "us-gaap_PropertyPlantAndEquipmentAndFinanceLeaseRightOfUseAssetAfterAccumulatedDepreciationAndAmortization", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, before accumulated depreciation and amortization, of property, plant, and equipment and finance lease right-of-use asset.", "label": "Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, before Accumulated Depreciation and Amortization", "terseLabel": "Property and equipment and finance lease, gross" } } }, "localname": "PropertyPlantAndEquipmentAndFinanceLeaseRightOfUseAssetBeforeAccumulatedDepreciationAndAmortization", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/PropertyandEquipmentBalancesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PropertyPlantAndEquipmentByTypeAxis": { "auth_ref": [ "r38", "r268" ], "lang": { "en-us": { "role": { "documentation": "Information by type of long-lived, physical assets used to produce goods and services and not intended for resale.", "label": "Long-Lived Tangible Asset [Axis]", "terseLabel": "Property, Plant and Equipment, Type [Axis]" } } }, "localname": "PropertyPlantAndEquipmentByTypeAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesNarrativeDetails", "http://www.liveperson.com/role/PropertyandEquipmentBalancesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_PropertyPlantAndEquipmentDisclosureTextBlock": { "auth_ref": [ "r272", "r588", "r589", "r590" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for long-lived, physical asset used in normal conduct of business and not intended for resale. Includes, but is not limited to, work of art, historical treasure, and similar asset classified as collections.", "label": "Property, Plant and Equipment Disclosure [Text Block]", "terseLabel": "Property and Equipment" } } }, "localname": "PropertyPlantAndEquipmentDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/PropertyandEquipment" ], "xbrltype": "textBlockItemType" }, "us-gaap_PropertyPlantAndEquipmentGross": { "auth_ref": [ "r37", "r266" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures.", "label": "Property, Plant and Equipment, Gross", "terseLabel": "Property and equipment gross" } } }, "localname": "PropertyPlantAndEquipmentGross", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/PropertyandEquipmentBalancesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PropertyPlantAndEquipmentLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Property, Plant and Equipment [Line Items]", "terseLabel": "Property, Plant and Equipment [Line Items]" } } }, "localname": "PropertyPlantAndEquipmentLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/PropertyandEquipmentBalancesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_PropertyPlantAndEquipmentNetByTypeAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Property, Plant and Equipment, Net, by Type [Abstract]", "terseLabel": "Property and Equipment, Net" } } }, "localname": "PropertyPlantAndEquipmentNetByTypeAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/PropertyandEquipmentBalancesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_PropertyPlantAndEquipmentPolicyTextBlock": { "auth_ref": [ "r36", "r112", "r268", "r588", "r589" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for long-lived, physical asset used in normal conduct of business and not intended for resale. Includes, but is not limited to, work of art, historical treasure, and similar asset classified as collections.", "label": "Property, Plant and Equipment, Policy [Policy Text Block]", "verboseLabel": "Property and Equipment" } } }, "localname": "PropertyPlantAndEquipmentPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_PropertyPlantAndEquipmentTextBlock": { "auth_ref": [ "r13", "r268" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, balances by class of assets, depreciation and depletion expense and method used, including composite depreciation, and accumulated deprecation.", "label": "Property, Plant and Equipment [Table Text Block]", "terseLabel": "Schedule of Property And Equipment" } } }, "localname": "PropertyPlantAndEquipmentTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/PropertyandEquipmentTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_PropertyPlantAndEquipmentTypeDomain": { "auth_ref": [ "r13", "r266" ], "lang": { "en-us": { "role": { "documentation": "Listing of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale. Examples include land, buildings, machinery and equipment, and other types of furniture and equipment including, but not limited to, office equipment, furniture and fixtures, and computer equipment and software.", "label": "Long-Lived Tangible Asset [Domain]", "terseLabel": "Property, Plant and Equipment, Type [Domain]" } } }, "localname": "PropertyPlantAndEquipmentTypeDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesNarrativeDetails", "http://www.liveperson.com/role/PropertyandEquipmentBalancesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_PropertyPlantAndEquipmentUsefulLife": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Useful life of long lived, physical assets used in the normal conduct of business and not intended for resale, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Examples include, but not limited to, land, buildings, machinery and equipment, office equipment, furniture and fixtures, and computer equipment.", "label": "Property, Plant and Equipment, Useful Life", "verboseLabel": "Useful life of assets" } } }, "localname": "PropertyPlantAndEquipmentUsefulLife", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "durationItemType" }, "us-gaap_ProvisionForDoubtfulAccounts": { "auth_ref": [ "r75", "r225" ], "calculation": { "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows": { "order": 10.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of expense (reversal of expense) for expected credit loss on accounts receivable.", "label": "Accounts Receivable, Credit Loss Expense (Reversal)", "terseLabel": "Provision for doubtful accounts, net" } } }, "localname": "ProvisionForDoubtfulAccounts", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_ReceivablesBillingStatusDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Amounts due from customers (or dealers) within the next year (or operating cycle, if longer) for goods or services that have been delivered or used, but not yet paid.", "label": "Receivables Billing Status [Domain]", "terseLabel": "Receivables Billing Status [Domain]" } } }, "localname": "ReceivablesBillingStatusDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesReceivablesandDeferredRevenueDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ReconciliationOfUnrecognizedTaxBenefitsExcludingAmountsPertainingToExaminedTaxReturnsRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]", "terseLabel": "Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]" } } }, "localname": "ReconciliationOfUnrecognizedTaxBenefitsExcludingAmountsPertainingToExaminedTaxReturnsRollForward", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/IncomeTaxesScheduleofUnrecognizedTaxBenefitsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ResearchAndDevelopmentExpense": { "auth_ref": [ "r389", "r600" ], "calculation": { "http://www.liveperson.com/role/ConsolidatedStatementsofOperations": { "order": 4.0, "parentTag": "us-gaap_CostsAndExpenses", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The aggregate costs incurred (1) in a planned search or critical investigation aimed at discovery of new knowledge with the hope that such knowledge will be useful in developing a new product or service, a new process or technique, or in bringing about a significant improvement to an existing product or process; or (2) to translate research findings or other knowledge into a plan or design for a new product or process or for a significant improvement to an existing product or process whether intended for sale or the entity's use, during the reporting period charged to research and development projects, including the costs of developing computer software up to the point in time of achieving technological feasibility, and costs allocated in accounting for a business combination to in-process projects deemed to have no alternative future use.", "label": "Research and Development Expense", "terseLabel": "Product development" } } }, "localname": "ResearchAndDevelopmentExpense", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofOperations" ], "xbrltype": "monetaryItemType" }, "us-gaap_ResearchAndDevelopmentExpenseMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Primary financial statement caption in which the reported facts about research and development expense have been included.", "label": "Research and Development Expense [Member]", "terseLabel": "Product development" } } }, "localname": "ResearchAndDevelopmentExpenseMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofOperationsParenthetical" ], "xbrltype": "domainItemType" }, "us-gaap_RestrictedStockUnitsRSUMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share instrument which is convertible to stock or an equivalent amount of cash, after a specified period of time or when specified performance conditions are met.", "label": "Restricted Stock Units (RSUs) [Member]", "terseLabel": "RSUs" } } }, "localname": "RestrictedStockUnitsRSUMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/StockholdersEquityNarrativeDetails", "http://www.liveperson.com/role/StockholdersEquityRestrictedStockUnitActivityDetails" ], "xbrltype": "domainItemType" }, "us-gaap_RestructuringAndRelatedActivitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Restructuring and Related Activities [Abstract]", "terseLabel": "Restructuring and Related Activities [Abstract]" } } }, "localname": "RestructuringAndRelatedActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_RestructuringAndRelatedActivitiesDisclosureTextBlock": { "auth_ref": [ "r283" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for restructuring and related activities. Description of restructuring activities such as exit and disposal activities, include facts and circumstances leading to the plan, the expected plan completion date, the major types of costs associated with the plan activities, total expected costs, the accrual balance at the end of the period, and the periods over which the remaining accrual will be settled.", "label": "Restructuring and Related Activities Disclosure [Text Block]", "terseLabel": "Restructuring Costs" } } }, "localname": "RestructuringAndRelatedActivitiesDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/RestructuringCosts" ], "xbrltype": "textBlockItemType" }, "us-gaap_RestructuringCharges": { "auth_ref": [ "r103", "r273", "r278", "r281" ], "calculation": { "http://www.liveperson.com/role/ConsolidatedStatementsofOperations": { "order": 5.0, "parentTag": "us-gaap_CostsAndExpenses", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of expenses associated with exit or disposal activities pursuant to an authorized plan. Excludes expenses related to a discontinued operation or an asset retirement obligation.", "label": "Restructuring Charges", "terseLabel": "Restructuring costs", "verboseLabel": "Restructuring charges" } } }, "localname": "RestructuringCharges", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofOperations", "http://www.liveperson.com/role/RestructuringCostsNarrativeDetails", "http://www.liveperson.com/role/RestructuringCostsRestructuringChargesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RestructuringCostAndReserveAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Information by type of restructuring cost.", "label": "Restructuring Type [Axis]", "terseLabel": "Restructuring Type [Axis]" } } }, "localname": "RestructuringCostAndReserveAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/RestructuringCostsRestructuringChargesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RestructuringCostAndReserveLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Restructuring Cost and Reserve [Line Items]", "terseLabel": "Restructuring Cost and Reserve [Line Items]" } } }, "localname": "RestructuringCostAndReserveLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/RestructuringCostsRestructuringChargesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RestructuringPlanAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Information by individual restructuring plan.", "label": "Restructuring Plan [Axis]", "terseLabel": "Restructuring Plan [Axis]" } } }, "localname": "RestructuringPlanAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/CommitmentsandContingenciesLeasesNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RestructuringPlanDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Identification of the individual restructuring plans.", "label": "Restructuring Plan [Domain]", "terseLabel": "Restructuring Plan [Domain]" } } }, "localname": "RestructuringPlanDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/CommitmentsandContingenciesLeasesNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_RestructuringReserve": { "auth_ref": [ "r274", "r279" ], "calculation": { "http://www.liveperson.com/role/AccruedLiabilitiesandOtherCurrentLiabilitiesDetails": { "order": 6.0, "parentTag": "us-gaap_AccruedLiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying amount (including both current and noncurrent portions of the accrual) as of the balance sheet date pertaining to a specified type of cost associated with exit from or disposal of business activities or restructuring pursuant to a duly authorized plan.", "label": "Restructuring Reserve", "periodEndLabel": "Balance, End of year", "periodStartLabel": "Balance, Beginning of the year", "terseLabel": "Restructuring", "verboseLabel": "Restructuring liability" } } }, "localname": "RestructuringReserve", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/AccruedLiabilitiesandOtherCurrentLiabilitiesDetails", "http://www.liveperson.com/role/RestructuringCostsLiabilityforRestructuringChargesDetails", "http://www.liveperson.com/role/RestructuringCostsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RestructuringReserveRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Restructuring Reserve [Roll Forward]", "terseLabel": "Restructuring Reserve [Roll Forward]" } } }, "localname": "RestructuringReserveRollForward", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/RestructuringCostsLiabilityforRestructuringChargesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RetainedEarningsAccumulatedDeficit": { "auth_ref": [ "r27", "r303", "r380", "r560", "r580", "r585" ], "calculation": { "http://www.liveperson.com/role/ConsolidatedBalanceSheets": { "order": 5.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cumulative amount of the reporting entity's undistributed earnings or deficit.", "label": "Retained Earnings (Accumulated Deficit)", "negatedTerseLabel": "Accumulated deficit", "terseLabel": "Accumulated deficit" } } }, "localname": "RetainedEarningsAccumulatedDeficit", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedBalanceSheets", "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RetainedEarningsMember": { "auth_ref": [ "r121", "r122", "r123", "r126", "r134", "r136", "r218", "r377", "r378", "r379", "r424", "r425", "r576", "r578" ], "lang": { "en-us": { "role": { "documentation": "The cumulative amount of the reporting entity's undistributed earnings or deficit.", "label": "Retained Earnings [Member]", "terseLabel": "Accumulated Deficit" } } }, "localname": "RetainedEarningsMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofStockholdersEquity" ], "xbrltype": "domainItemType" }, "us-gaap_RevenueFromContractWithCustomerExcludingAssessedTax": { "auth_ref": [ "r165", "r166", "r179", "r185", "r186", "r193", "r194", "r199", "r317", "r318", "r534" ], "calculation": { "http://www.liveperson.com/role/ConsolidatedStatementsofOperations": { "order": 1.0, "parentTag": "us-gaap_OperatingIncomeLoss", "weight": 1.0 }, "http://www.liveperson.com/role/SegmentInformationFinancialInformationbySegmentDetails": { "order": 1.0, "parentTag": "us-gaap_OperatingIncomeLoss", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.", "label": "Revenue from Contract with Customer, Excluding Assessed Tax", "terseLabel": "Revenue", "verboseLabel": "Total revenue" } } }, "localname": "RevenueFromContractWithCustomerExcludingAssessedTax", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofOperations", "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesDisaggregationofRevenueDetails", "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesNarrativeDetails", "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesRevenuebyGeographicRegionDetails", "http://www.liveperson.com/role/SegmentInformationFinancialInformationbySegmentDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RevenueFromContractWithCustomerPolicyTextBlock": { "auth_ref": [ "r113", "r309", "r310", "r311", "r312", "r313", "r314", "r315", "r316", "r327" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for revenue from contract with customer.", "label": "Revenue from Contract with Customer [Policy Text Block]", "terseLabel": "Revenue Recognition" } } }, "localname": "RevenueFromContractWithCustomerPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_RevenueFromExternalCustomersByGeographicAreasTableTextBlock": { "auth_ref": [ "r196" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of revenue from external customers by geographic areas attributed to the entity's country of domicile and to foreign countries from which the entity derives revenue.", "label": "Revenue from External Customers by Geographic Areas [Table Text Block]", "terseLabel": "Schedule of Revenue by Geographic Location" } } }, "localname": "RevenueFromExternalCustomersByGeographicAreasTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_RevenueRemainingPerformanceObligation": { "auth_ref": [ "r308" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of transaction price allocated to performance obligation that has not been recognized as revenue.", "label": "Revenue, Remaining Performance Obligation, Amount", "terseLabel": "Remaining performance obligations" } } }, "localname": "RevenueRemainingPerformanceObligation", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RightOfUseAssetObtainedInExchangeForOperatingLeaseLiability": { "auth_ref": [ "r497", "r502" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase in right-of-use asset obtained in exchange for operating lease liability.", "label": "Right-of-Use Asset Obtained in Exchange for Operating Lease Liability", "terseLabel": "Right of use assets obtained in exchange for operating lease liabilities" } } }, "localname": "RightOfUseAssetObtainedInExchangeForOperatingLeaseLiability", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_ScheduleOfAccountsNotesLoansAndFinancingReceivableTextBlock": { "auth_ref": [ "r53" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the various types of trade accounts and notes receivable and for each the gross carrying value, allowance, and net carrying value as of the balance sheet date. Presentation is categorized by current, noncurrent and unclassified receivables.", "label": "Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block]", "terseLabel": "Schedule of Activity in the Allowance for Doubtful Accounts" } } }, "localname": "ScheduleOfAccountsNotesLoansAndFinancingReceivableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfAccruedLiabilitiesTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the components of accrued liabilities.", "label": "Schedule of Accrued Liabilities [Table Text Block]", "terseLabel": "Schedule of Accrued Liabilities and Other Current Liabilities" } } }, "localname": "ScheduleOfAccruedLiabilitiesTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/AccruedLiabilitiesandOtherCurrentLiabilitiesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfAcquiredFiniteLivedIntangibleAssetByMajorClassTable": { "auth_ref": [ "r251" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the major classes of acquired finite-lived intangible assets showing the amount, any significant residual value, weighted average amortization period, and other characteristics. A major class is composed of intangible assets that can be grouped together because they are similar, either by nature or by their use in the operations of the company.", "label": "Schedule of Acquired Finite-Lived Intangible Asset by Major Class [Table]", "terseLabel": "Schedule of Acquired Finite-Lived Intangible Asset by Major Class [Table]" } } }, "localname": "ScheduleOfAcquiredFiniteLivedIntangibleAssetByMajorClassTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/GoodwillandIntangibleAssetsIntangibleAssetsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfAcquiredFiniteLivedIntangibleAssetsByMajorClassTextBlock": { "auth_ref": [ "r251" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the characteristics, including initial carrying value, residual amount, weighted average useful life, of finite-lived intangible assets acquired during the period by major class. A major class is composed of intangible assets that can be grouped together because they are similar, either by nature or by their use in the operations of the company.", "label": "Schedule of Acquired Finite-Lived Intangible Assets by Major Class [Table Text Block]", "verboseLabel": "Summary of Intangible Assets" } } }, "localname": "ScheduleOfAcquiredFiniteLivedIntangibleAssetsByMajorClassTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/GoodwillandIntangibleAssetsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfBusinessAcquisitionsByAcquisitionTable": { "auth_ref": [ "r439", "r440" ], "lang": { "en-us": { "role": { "documentation": "Schedule reflecting each material business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities.", "label": "Schedule of Business Acquisitions, by Acquisition [Table]", "terseLabel": "Schedule of Business Acquisitions, by Acquisition [Table]" } } }, "localname": "ScheduleOfBusinessAcquisitionsByAcquisitionTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/AcquisitionsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock": { "auth_ref": [ "r420" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the components of income tax expense attributable to continuing operations for each year presented including, but not limited to: current tax expense (benefit), deferred tax expense (benefit), investment tax credits, government grants, the benefits of operating loss carryforwards, tax expense that results from allocating certain tax benefits either directly to contributed capital or to reduce goodwill or other noncurrent intangible assets of an acquired entity, adjustments of a deferred tax liability or asset for enacted changes in tax laws or rates or a change in the tax status of the entity, and adjustments of the beginning-of-the-year balances of a valuation allowance because of a change in circumstances that causes a change in judgment about the realizability of the related deferred tax asset in future years.", "label": "Schedule of Components of Income Tax Expense (Benefit) [Table Text Block]", "verboseLabel": "Schedule of Provision For Income Taxes" } } }, "localname": "ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/IncomeTaxesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock": { "auth_ref": [ "r411" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the components of net deferred tax asset or liability recognized in an entity's statement of financial position, including the following: the total of all deferred tax liabilities, the total of all deferred tax assets, the total valuation allowance recognized for deferred tax assets.", "label": "Schedule of Deferred Tax Assets and Liabilities [Table Text Block]", "verboseLabel": "Schedule of Federal Deferred Tax Assets and Deferred Tax Liabilities" } } }, "localname": "ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/IncomeTaxesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock": { "auth_ref": [ "r396" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the reconciliation using percentage or dollar amounts of the reported amount of income tax expense attributable to continuing operations for the year to the amount of income tax expense that would result from applying domestic federal statutory tax rates to pretax income from continuing operations.", "label": "Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]", "verboseLabel": "Schedule of Reconciliation of Federal Statutory Tax Rate to Effective Income Tax Rate" } } }, "localname": "ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/IncomeTaxesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfFairValueAssetsAndLiabilitiesMeasuredOnRecurringBasisTableTextBlock": { "auth_ref": [ "r460", "r461" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of assets and liabilities, including [financial] instruments measured at fair value that are classified in stockholders' equity, if any, that are measured at fair value on a recurring basis. The disclosures contemplated herein include the fair value measurements at the reporting date by the level within the fair value hierarchy in which the fair value measurements in their entirety fall, segregating fair value measurements using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3).", "label": "Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]", "terseLabel": "Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis" } } }, "localname": "ScheduleOfFairValueAssetsAndLiabilitiesMeasuredOnRecurringBasisTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/FairValueMeasurementsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfGoodwillTable": { "auth_ref": [ "r246", "r248" ], "lang": { "en-us": { "role": { "documentation": "Schedule of goodwill and the changes during the year due to acquisition, sale, impairment or for other reasons.", "label": "Schedule of Goodwill [Table]", "terseLabel": "Schedule of Goodwill [Table]" } } }, "localname": "ScheduleOfGoodwillTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/GoodwillandIntangibleAssetsChangesinCarryingAmountofGoodwillDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfGoodwillTextBlock": { "auth_ref": [ "r246", "r248" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.", "label": "Schedule of Goodwill [Table Text Block]", "terseLabel": "Schedule of Changes in Goodwill" } } }, "localname": "ScheduleOfGoodwillTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/GoodwillandIntangibleAssetsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignTableTextBlock": { "auth_ref": [ "r118" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of income before income tax between domestic and foreign jurisdictions.", "label": "Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block]", "verboseLabel": "Schedule of Domestic and Foreign Components of Income Before Provision for Income Taxes" } } }, "localname": "ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/IncomeTaxesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfPropertyPlantAndEquipmentTable": { "auth_ref": [ "r38", "r268" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, balances by class of assets, depreciation and depletion expense and method used, including composite depreciation, and accumulated deprecation.", "label": "Property, Plant and Equipment [Table]", "terseLabel": "Schedule of Property, Plant and Equipment [Table]" } } }, "localname": "ScheduleOfPropertyPlantAndEquipmentTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/PropertyandEquipmentBalancesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfRestructuringAndRelatedCostsTable": { "auth_ref": [ "r276", "r277", "r280" ], "lang": { "en-us": { "role": { "documentation": "Table presenting the description of the restructuring costs, such as the expected cost; the costs incurred during the period; the cumulative costs incurred as of the balance sheet date; the income statement caption within which the restructuring charges recognized for the period are included; and the amount of and periodic changes to an entity's restructuring reserve that occurred during the period associated with the exit from or disposal of business activities or restructurings for each major type of cost by type of restructuring.", "label": "Schedule of Restructuring and Related Costs [Table]", "terseLabel": "Schedule of Restructuring and Related Costs [Table]" } } }, "localname": "ScheduleOfRestructuringAndRelatedCostsTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/RestructuringCostsRestructuringChargesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfRestructuringAndRelatedCostsTextBlock": { "auth_ref": [ "r276", "r277", "r280" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of costs incurred for restructuring including, but not limited to, exit and disposal activities, remediation, implementation, integration, asset impairment, and charges against earnings from the write-down of assets.", "label": "Restructuring and Related Costs [Table Text Block]", "terseLabel": "Schedule of Restructuring and Related Costs" } } }, "localname": "ScheduleOfRestructuringAndRelatedCostsTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/RestructuringCostsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfSegmentReportingInformationBySegmentTable": { "auth_ref": [ "r174", "r177", "r183", "r246" ], "lang": { "en-us": { "role": { "documentation": "A table disclosing the profit or loss and total assets for each reportable segment of the entity. An entity discloses certain information on each reportable segment if the amounts (a) are included in the measure of segment profit or loss reviewed by the chief operating decision maker or (b) are otherwise regularly provided to the chief operating decision maker, even if not included in that measure of segment profit or loss.", "label": "Schedule of Segment Reporting Information, by Segment [Table]", "terseLabel": "Schedule of Segment Reporting Information, by Segment [Table]" } } }, "localname": "ScheduleOfSegmentReportingInformationBySegmentTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/SegmentInformationFinancialInformationbySegmentDetails", "http://www.liveperson.com/role/SegmentInformationLongLivedAssetsbyGeographicRegionDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfSegmentReportingInformationBySegmentTextBlock": { "auth_ref": [ "r174", "r177", "r183", "r246" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the profit or loss and total assets for each reportable segment. An entity discloses certain information on each reportable segment if the amounts (a) are included in the measure of segment profit or loss reviewed by the chief operating decision maker or (b) are otherwise regularly provided to the chief operating decision maker, even if not included in that measure of segment profit or loss.", "label": "Schedule of Segment Reporting Information, by Segment [Table Text Block]", "verboseLabel": "Summary Of Financial Information By Segment" } } }, "localname": "ScheduleOfSegmentReportingInformationBySegmentTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/SegmentInformationTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfShareBasedCompensationArrangementsByShareBasedPaymentAwardTable": { "auth_ref": [ "r347", "r372" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about share-based payment arrangement.", "label": "Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Table]", "terseLabel": "Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Table]" } } }, "localname": "ScheduleOfShareBasedCompensationArrangementsByShareBasedPaymentAwardTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/StockholdersEquityNarrativeDetails", "http://www.liveperson.com/role/StockholdersEquityRestrictedStockUnitActivityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfShareBasedCompensationRestrictedStockUnitsAwardActivityTableTextBlock": { "auth_ref": [ "r353" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the number and weighted-average grant date fair value for restricted stock units that were outstanding at the beginning and end of the year, and the number of restricted stock units that were granted, vested, or forfeited during the year.", "label": "Share-based Payment Arrangement, Restricted Stock Unit, Activity [Table Text Block]", "terseLabel": "Schedule Restricted Stock Units Activity" } } }, "localname": "ScheduleOfShareBasedCompensationRestrictedStockUnitsAwardActivityTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/StockholdersEquityTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfShareBasedCompensationStockOptionsActivityTableTextBlock": { "auth_ref": [ "r353", "r363", "r365" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure for stock option plans. Includes, but is not limited to, outstanding awards at beginning and end of year, grants, exercises, forfeitures, and weighted-average grant date fair value.", "label": "Share-based Payment Arrangement, Option, Activity [Table Text Block]", "terseLabel": "Schedule of Stock Option Activity" } } }, "localname": "ScheduleOfShareBasedCompensationStockOptionsActivityTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/StockholdersEquityTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfShareBasedPaymentAwardStockOptionsValuationAssumptionsTableTextBlock": { "auth_ref": [ "r367" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the significant assumptions used during the year to estimate the fair value of stock options, including, but not limited to: (a) expected term of share options and similar instruments, (b) expected volatility of the entity's shares, (c) expected dividends, (d) risk-free rate(s), and (e) discount for post-vesting restrictions.", "label": "Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]", "terseLabel": "Weighted Average Assumptions of Fair Value Options Using Black-Scholes Option-Pricing Model" } } }, "localname": "ScheduleOfShareBasedPaymentAwardStockOptionsValuationAssumptionsTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/StockholdersEquityTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfUnrecognizedTaxBenefitsRollForwardTableTextBlock": { "auth_ref": [ "r405", "r421" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the change in unrecognized tax benefits.", "label": "Schedule of Unrecognized Tax Benefits Roll Forward [Table Text Block]", "terseLabel": "Schedule of Unrecognized Tax Benefits Roll Forward" } } }, "localname": "ScheduleOfUnrecognizedTaxBenefitsRollForwardTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/IncomeTaxesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfWeightedAverageNumberOfSharesTableTextBlock": { "auth_ref": [ "r145" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the weighted average number of shares used in calculating basic net earnings per share (or unit) and diluted earnings per share (or unit).", "label": "Schedule of Weighted Average Number of Shares [Table Text Block]", "terseLabel": "Reconciliation of Shares Used in Calculating Basic and Diluted Earnings Per Share" } } }, "localname": "ScheduleOfWeightedAverageNumberOfSharesTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/NetLossperShareTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleofFiniteLivedIntangibleAssetsFutureAmortizationExpenseTableTextBlock": { "auth_ref": [ "r257" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the amount of amortization expense expected to be recorded in succeeding fiscal years for finite-lived intangible assets.", "label": "Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]", "terseLabel": "Schedule of Future Amortization Expense" } } }, "localname": "ScheduleofFiniteLivedIntangibleAssetsFutureAmortizationExpenseTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/GoodwillandIntangibleAssetsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_SegmentDomain": { "auth_ref": [ "r161", "r165", "r166", "r167", "r168", "r169", "r170", "r171", "r172", "r173", "r174", "r175", "r176", "r179", "r180", "r181", "r182", "r184", "r185", "r186", "r187", "r188", "r190", "r199", "r569" ], "lang": { "en-us": { "role": { "documentation": "Components of an entity that engage in business activities from which they may earn revenue and incur expenses, including transactions with other components of the same entity.", "label": "Segments [Domain]", "terseLabel": "Segments [Domain]" } } }, "localname": "SegmentDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/GoodwillandIntangibleAssetsChangesinCarryingAmountofGoodwillDetails", "http://www.liveperson.com/role/SegmentInformationFinancialInformationbySegmentDetails" ], "xbrltype": "domainItemType" }, "us-gaap_SegmentReportingAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Segment Reporting [Abstract]", "terseLabel": "Segment Reporting [Abstract]" } } }, "localname": "SegmentReportingAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_SegmentReportingDisclosureTextBlock": { "auth_ref": [ "r161", "r163", "r164", "r174", "r178", "r184", "r188", "r189", "r190", "r191", "r193", "r198", "r199", "r200" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.", "label": "Segment Reporting Disclosure [Text Block]", "terseLabel": "Segment Information" } } }, "localname": "SegmentReportingDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/SegmentInformation" ], "xbrltype": "textBlockItemType" }, "us-gaap_SegmentReportingInformationLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Segment Reporting Information [Line Items]", "terseLabel": "Segment Reporting Information [Line Items]" } } }, "localname": "SegmentReportingInformationLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/SegmentInformationFinancialInformationbySegmentDetails", "http://www.liveperson.com/role/SegmentInformationLongLivedAssetsbyGeographicRegionDetails" ], "xbrltype": "stringItemType" }, "us-gaap_SellingAndMarketingExpense": { "auth_ref": [], "calculation": { "http://www.liveperson.com/role/ConsolidatedStatementsofOperations": { "order": 2.0, "parentTag": "us-gaap_CostsAndExpenses", "weight": 1.0 }, "http://www.liveperson.com/role/SegmentInformationFinancialInformationbySegmentDetails": { "order": 3.0, "parentTag": "us-gaap_OperatingIncomeLoss", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The aggregate total amount of expenses directly related to the marketing or selling of products or services.", "label": "Selling and Marketing Expense", "terseLabel": "Sales and marketing" } } }, "localname": "SellingAndMarketingExpense", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofOperations", "http://www.liveperson.com/role/SegmentInformationFinancialInformationbySegmentDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_SellingAndMarketingExpenseMember": { "auth_ref": [ "r74" ], "lang": { "en-us": { "role": { "documentation": "Primary financial statement caption encompassing selling and marketing expense.", "label": "Selling and Marketing Expense [Member]", "terseLabel": "Sales and marketing" } } }, "localname": "SellingAndMarketingExpenseMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofOperationsParenthetical" ], "xbrltype": "domainItemType" }, "us-gaap_SeniorDebtObligationsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Borrowing with the highest claim on the assets of the entity in event of bankruptcy or liquidation.", "label": "Senior Debt Obligations [Member]", "terseLabel": "Convertible senior note" } } }, "localname": "SeniorDebtObligationsMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/FairValueMeasurementsNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_SeveranceCosts1": { "auth_ref": [ "r103", "r273", "r278", "r281" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of expenses for special or contractual termination benefits provided to current employees involuntarily terminated under a benefit arrangement associated exit or disposal activities pursuant to an authorized plan. Excludes expenses related to one-time termination benefits, a discontinued operation or an asset retirement obligation.", "label": "Severance Costs", "terseLabel": "Severance and other associated costs" } } }, "localname": "SeveranceCosts1", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/RestructuringCostsLiabilityforRestructuringChargesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ShareBasedCompensation": { "auth_ref": [ "r102" ], "calculation": { "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows": { "order": 2.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of noncash expense for share-based payment arrangement.", "label": "Share-based Payment Arrangement, Noncash Expense", "terseLabel": "Stock-based compensation expense" } } }, "localname": "ShareBasedCompensation", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows", "http://www.liveperson.com/role/ConsolidatedStatementsofOperationsParenthetical", "http://www.liveperson.com/role/StockholdersEquityNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardAwardRequisiteServicePeriod1": { "auth_ref": [ "r348" ], "lang": { "en-us": { "role": { "documentation": "Estimated period over which an employee is required to provide service in exchange for the equity-based payment award, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Award Requisite Service Period", "terseLabel": "Requisite service period" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardAwardRequisiteServicePeriod1", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "durationItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardAwardVestingPeriod1": { "auth_ref": [ "r348" ], "lang": { "en-us": { "role": { "documentation": "Period over which grantee's right to exercise award under share-based payment arrangement is no longer contingent on satisfaction of service or performance condition, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days. Includes, but is not limited to, combination of market, performance or service condition.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period", "terseLabel": "Vesting period (in years)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardAwardVestingPeriod1", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/StockholdersEquityNarrativeDetails" ], "xbrltype": "durationItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeitedInPeriod": { "auth_ref": [ "r358" ], "lang": { "en-us": { "role": { "documentation": "The number of equity-based payment instruments, excluding stock (or unit) options, that were forfeited during the reporting period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period", "negatedTerseLabel": "Forfeited (shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeitedInPeriod", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/StockholdersEquityRestrictedStockUnitActivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeituresWeightedAverageGrantDateFairValue": { "auth_ref": [ "r362" ], "lang": { "en-us": { "role": { "documentation": "Weighted average fair value as of the grant date of equity-based award plans other than stock (unit) option plans that were not exercised or put into effect as a result of the occurrence of a terminating event.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value", "terseLabel": "Forfeited (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeituresWeightedAverageGrantDateFairValue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/StockholdersEquityRestrictedStockUnitActivityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriod": { "auth_ref": [ "r360" ], "lang": { "en-us": { "role": { "documentation": "The number of grants made during the period on other than stock (or unit) option plans (for example, phantom stock or unit plan, stock or unit appreciation rights plan, performance target plan).", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period", "terseLabel": "Awarded (shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriod", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/StockholdersEquityRestrictedStockUnitActivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodWeightedAverageGrantDateFairValue": { "auth_ref": [ "r360" ], "lang": { "en-us": { "role": { "documentation": "The weighted average fair value at grant date for nonvested equity-based awards issued during the period on other than stock (or unit) option plans (for example, phantom stock or unit plan, stock or unit appreciation rights plan, performance target plan).", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value", "terseLabel": "Awarded (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodWeightedAverageGrantDateFairValue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/StockholdersEquityRestrictedStockUnitActivityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedNumber": { "auth_ref": [ "r359" ], "lang": { "en-us": { "role": { "documentation": "The number of non-vested equity-based payment instruments, excluding stock (or unit) options, that validly exist and are outstanding as of the balance sheet date.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number", "periodEndLabel": "Ending balance (shares)", "periodStartLabel": "Beginning balance (shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedNumber", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/StockholdersEquityRestrictedStockUnitActivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]", "terseLabel": "Restricted Stock Units" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedRollForward", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/StockholdersEquityRestrictedStockUnitActivityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedWeightedAverageGrantDateFairValue": { "auth_ref": [ "r359" ], "lang": { "en-us": { "role": { "documentation": "Per share or unit weighted-average fair value of nonvested award under share-based payment arrangement. Excludes share and unit options.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value", "periodEndLabel": "End balance (in dollars per share)", "periodStartLabel": "Beginning balance (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedWeightedAverageGrantDateFairValue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/StockholdersEquityRestrictedStockUnitActivityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedWeightedAverageGrantDateFairValueRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]", "terseLabel": "Weighted Average Grant Date Fair Value (Per Share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedWeightedAverageGrantDateFairValueRollForward", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/StockholdersEquityRestrictedStockUnitActivityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriod": { "auth_ref": [ "r361" ], "lang": { "en-us": { "role": { "documentation": "The number of equity-based payment instruments, excluding stock (or unit) options, that vested during the reporting period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period", "negatedTerseLabel": "Released (shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriod", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/StockholdersEquityRestrictedStockUnitActivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriodWeightedAverageGrantDateFairValue": { "auth_ref": [ "r361" ], "lang": { "en-us": { "role": { "documentation": "The weighted average fair value as of grant date pertaining to an equity-based award plan other than a stock (or unit) option plan for which the grantee gained the right during the reporting period, by satisfying service and performance requirements, to receive or retain shares or units, other instruments, or cash in accordance with the terms of the arrangement.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value", "terseLabel": "Released (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriodWeightedAverageGrantDateFairValue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/StockholdersEquityRestrictedStockUnitActivityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsAndMethodologyAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract]", "terseLabel": "Weighted average assumptions" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsAndMethodologyAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/StockholdersEquityWeightedAverageAssumptionDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedDividendRate": { "auth_ref": [ "r369" ], "lang": { "en-us": { "role": { "documentation": "The estimated dividend rate (a percentage of the share price) to be paid (expected dividends) to holders of the underlying shares over the option's term.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate", "terseLabel": "Dividend yield" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedDividendRate", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/StockholdersEquityNarrativeDetails", "http://www.liveperson.com/role/StockholdersEquityWeightedAverageAssumptionDetails" ], "xbrltype": "percentItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRateMaximum": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The estimated measure of the maximum percentage by which a share price is expected to fluctuate during a period. Volatility also may be defined as a probability-weighted measure of the dispersion of returns about the mean. The volatility of a share price is the standard deviation of the continuously compounded rates of return on the share over a specified period. That is the same as the standard deviation of the differences in the natural logarithms of the stock prices plus dividends, if any, over the period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum", "terseLabel": "Historical volatility, maximum" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRateMaximum", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/StockholdersEquityWeightedAverageAssumptionDetails" ], "xbrltype": "percentItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRateMinimum": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The estimated measure of the minimum percentage by which a share price is expected to fluctuate during a period. Volatility also may be defined as a probability-weighted measure of the dispersion of returns about the mean. The volatility of a share price is the standard deviation of the continuously compounded rates of return on the share over a specified period. That is the same as the standard deviation of the differences in the natural logarithms of the stock prices plus dividends, if any, over the period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum", "terseLabel": "Historical volatility, minimum" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRateMinimum", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/StockholdersEquityWeightedAverageAssumptionDetails" ], "xbrltype": "percentItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRateMaximum": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The maximum risk-free interest rate assumption that is used in valuing an option on its own shares.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum", "terseLabel": "Risk-free interest rate, maximum" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRateMaximum", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/StockholdersEquityWeightedAverageAssumptionDetails" ], "xbrltype": "percentItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRateMinimum": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The minimum risk-free interest rate assumption that is used in valuing an option on its own shares.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum", "terseLabel": "Risk-free interest rate, minimum" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRateMinimum", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/StockholdersEquityWeightedAverageAssumptionDetails" ], "xbrltype": "percentItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Share-based Compensation Arrangement by Share-based Payment Award [Line Items]", "terseLabel": "Share-based Compensation Arrangement by Share-based Payment Award [Line Items]" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/StockholdersEquityNarrativeDetails", "http://www.liveperson.com/role/StockholdersEquityRestrictedStockUnitActivityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfAdditionalSharesAuthorized": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of additional shares authorized for issuance under share-based payment arrangement.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized", "terseLabel": "Increase in number of shares of common stock available for issuance (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfAdditionalSharesAuthorized", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/StockholdersEquityNarrativeDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfSharesAuthorized": { "auth_ref": [ "r350" ], "lang": { "en-us": { "role": { "documentation": "Number of shares authorized for issuance under share-based payment arrangement.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized", "terseLabel": "Shares of common stock authorized and reserved for issuance (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfSharesAuthorized", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/StockholdersEquityNarrativeDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsAdditionalDisclosuresAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract]", "terseLabel": "Weighted Average Remaining Contractual Term (in years)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsAdditionalDisclosuresAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/StockholdersEquityStockOptionActivityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableNumber": { "auth_ref": [ "r356" ], "lang": { "en-us": { "role": { "documentation": "The number of shares into which fully or partially vested stock options outstanding as of the balance sheet date can be currently converted under the option plan.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number", "terseLabel": "Options exercisable" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableNumber", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/StockholdersEquityStockOptionActivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableWeightedAverageExercisePrice": { "auth_ref": [ "r356" ], "lang": { "en-us": { "role": { "documentation": "The weighted-average price as of the balance sheet date at which grantees can acquire the shares reserved for issuance on vested portions of options outstanding and currently exercisable under the stock option plan.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price", "terseLabel": "Options exercisable (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/StockholdersEquityStockOptionActivityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresInPeriod": { "auth_ref": [ "r358" ], "lang": { "en-us": { "role": { "documentation": "The number of shares under options that were cancelled during the reporting period as a result of occurrence of a terminating event specified in contractual agreements pertaining to the stock option plan.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period", "negatedLabel": "Cancelled or expired (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresInPeriod", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/StockholdersEquityStockOptionActivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Gross number of share options (or share units) granted during the period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross", "terseLabel": "Granted (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/StockholdersEquityStockOptionActivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageGrantDateFairValue": { "auth_ref": [ "r364" ], "lang": { "en-us": { "role": { "documentation": "The weighted average grant-date fair value of options granted during the reporting period as calculated by applying the disclosed option pricing methodology.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value", "terseLabel": "Weighted average fair value of stock options granted (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageGrantDateFairValue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/StockholdersEquityNarrativeDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber": { "auth_ref": [ "r355", "r372" ], "lang": { "en-us": { "role": { "documentation": "Number of options outstanding, including both vested and non-vested options.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number", "periodEndLabel": "Options outstanding, ending balance (in shares)", "periodStartLabel": "Options outstanding, beginning balance (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/StockholdersEquityStockOptionActivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]", "terseLabel": "Options" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingRollForward", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/StockholdersEquityStockOptionActivityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice": { "auth_ref": [ "r354" ], "lang": { "en-us": { "role": { "documentation": "Weighted average price at which grantees can acquire the shares reserved for issuance under the stock option plan.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price", "periodEndLabel": "Options outstanding, ending balance (in dollars per share)", "periodStartLabel": "Options outstanding, beginning balance (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/StockholdersEquityStockOptionActivityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePriceRollforward": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract]", "terseLabel": "Weighted Average Exercise\u00a0Price" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePriceRollforward", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/StockholdersEquityStockOptionActivityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest [Abstract]", "terseLabel": "Aggregate Intrinsic Value" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/StockholdersEquityStockOptionActivityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingAggregateIntrinsicValue": { "auth_ref": [ "r365" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount by which current fair value of underlying stock exceeds exercise price of fully vested and expected to vest options outstanding. Includes, but is not limited to, unvested options for which requisite service period has not been rendered but that are expected to vest based on achievement of performance condition, if forfeitures are recognized when they occur.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value", "verboseLabel": "Options outstanding" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingAggregateIntrinsicValue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/StockholdersEquityStockOptionActivityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingNumber": { "auth_ref": [ "r366" ], "lang": { "en-us": { "role": { "documentation": "Number of fully vested and expected to vest options outstanding that can be converted into shares under option plan. Includes, but is not limited to, unvested options for which requisite service period has not been rendered but that are expected to vest based on achievement of performance condition, if forfeitures are recognized when they occur.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number", "terseLabel": "Options vested and expected to vest" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingNumber", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/StockholdersEquityStockOptionActivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingWeightedAverageExercisePrice": { "auth_ref": [ "r366" ], "lang": { "en-us": { "role": { "documentation": "Weighted-average exercise price, at which grantee can acquire shares reserved for issuance, for fully vested and expected to vest options outstanding. Includes, but is not limited to, unvested options for which requisite service period has not been rendered but that are expected to vest based on achievement of performance condition, if forfeitures are recognized when they occur.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price", "terseLabel": "Options vested and expected to vest (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/StockholdersEquityStockOptionActivityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardAwardTypeAndPlanNameDomain": { "auth_ref": [ "r345", "r351" ], "lang": { "en-us": { "role": { "documentation": "Award under share-based payment arrangement.", "label": "Award Type [Domain]", "terseLabel": "Award Type [Domain]" } } }, "localname": "ShareBasedCompensationArrangementsByShareBasedPaymentAwardAwardTypeAndPlanNameDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesNarrativeDetails", "http://www.liveperson.com/role/StockholdersEquityNarrativeDetails", "http://www.liveperson.com/role/StockholdersEquityRestrictedStockUnitActivityDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsExercisesInPeriodWeightedAverageExercisePrice": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Weighted average price at which option holders acquired shares when converting their stock options into shares.", "label": "Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price", "terseLabel": "Exercised (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsExercisesInPeriodWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/StockholdersEquityStockOptionActivityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsForfeituresInPeriodWeightedAverageExercisePrice": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Weighted average price at which grantees could have acquired the underlying shares with respect to stock options that were terminated.", "label": "Share-based Compensation Arrangements by Share-based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price", "terseLabel": "Cancelled (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsForfeituresInPeriodWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/StockholdersEquityStockOptionActivityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageExercisePrice": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Weighted average per share amount at which grantees can acquire shares of common stock by exercise of options.", "label": "Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price", "terseLabel": "Granted (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/StockholdersEquityStockOptionActivityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationOptionAndIncentivePlansPolicy": { "auth_ref": [ "r112", "r347", "r352" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for award under share-based payment arrangement. Includes, but is not limited to, methodology and assumption used in measuring cost.", "label": "Share-based Payment Arrangement [Policy Text Block]", "terseLabel": "Stock-Based Compensation" } } }, "localname": "ShareBasedCompensationOptionAndIncentivePlansPolicy", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardExpirationPeriod": { "auth_ref": [ "r349" ], "lang": { "en-us": { "role": { "documentation": "Period from grant date that an equity-based award expires, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period", "terseLabel": "Stock option term (in years)" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardExpirationPeriod", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/StockholdersEquityNarrativeDetails" ], "xbrltype": "durationItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardFairValueAssumptionsExpectedTerm1": { "auth_ref": [ "r368", "r381" ], "lang": { "en-us": { "role": { "documentation": "Expected term of award under share-based payment arrangement, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term", "terseLabel": "Expected life (in years)" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardFairValueAssumptionsExpectedTerm1", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/StockholdersEquityNarrativeDetails", "http://www.liveperson.com/role/StockholdersEquityWeightedAverageAssumptionDetails" ], "xbrltype": "durationItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsExercisableIntrinsicValue1": { "auth_ref": [ "r372" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of difference between fair value of the underlying shares reserved for issuance and exercise price of vested portions of options outstanding and currently exercisable.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value", "verboseLabel": "Options exercisable" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsExercisableIntrinsicValue1", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/StockholdersEquityStockOptionActivityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsExercisableWeightedAverageRemainingContractualTerm1": { "auth_ref": [ "r372" ], "lang": { "en-us": { "role": { "documentation": "Weighted average remaining contractual term for vested portions of options outstanding and currently exercisable or convertible, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term", "terseLabel": "Options exercisable" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsExercisableWeightedAverageRemainingContractualTerm1", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/StockholdersEquityStockOptionActivityDetails" ], "xbrltype": "durationItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm2": { "auth_ref": [ "r366" ], "lang": { "en-us": { "role": { "documentation": "Weighted average remaining contractual term for option awards outstanding, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term", "terseLabel": "Options outstanding" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm2", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/StockholdersEquityStockOptionActivityDetails" ], "xbrltype": "durationItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingWeightedAverageRemainingContractualTerm1": { "auth_ref": [ "r366" ], "lang": { "en-us": { "role": { "documentation": "Weighted average remaining contractual term for fully vested and expected to vest options outstanding, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days. Includes, but is not limited to, unvested options for which requisite service period has not been rendered but that are expected to vest based on achievement of performance condition, if forfeitures are recognized when they occur.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term", "terseLabel": "Options vested and expected to vest" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingWeightedAverageRemainingContractualTerm1", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/StockholdersEquityStockOptionActivityDetails" ], "xbrltype": "durationItemType" }, "us-gaap_SharesOutstanding": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of shares issued which are neither cancelled nor held in the treasury.", "label": "Shares, Outstanding", "periodEndLabel": "Ending Balance (in shares)", "periodStartLabel": "Beginning Balance (in shares)" } } }, "localname": "SharesOutstanding", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofStockholdersEquity" ], "xbrltype": "sharesItemType" }, "us-gaap_SoftwareAndSoftwareDevelopmentCostsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Purchased software applications and internally developed software for sale, licensing or long-term internal use.", "label": "Software and Software Development Costs [Member]", "terseLabel": "Software and software development costs" } } }, "localname": "SoftwareAndSoftwareDevelopmentCostsMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_SoftwareDevelopmentMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Internally developed software for sale, licensing or long-term internal use.", "label": "Software Development [Member]", "terseLabel": "Internal-use software development costs" } } }, "localname": "SoftwareDevelopmentMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/PropertyandEquipmentBalancesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_StateAndLocalJurisdictionMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Designated tax department of a state or local government entitled to levy and collect income taxes from the entity.", "label": "State and Local Jurisdiction [Member]", "terseLabel": "State" } } }, "localname": "StateAndLocalJurisdictionMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_StatementBusinessSegmentsAxis": { "auth_ref": [ "r0", "r161", "r165", "r166", "r167", "r168", "r169", "r170", "r171", "r172", "r173", "r174", "r175", "r176", "r179", "r180", "r181", "r182", "r184", "r185", "r186", "r187", "r188", "r190", "r199", "r246", "r270", "r275", "r282", "r569" ], "lang": { "en-us": { "role": { "documentation": "Information by business segments.", "label": "Segments [Axis]", "terseLabel": "Segments [Axis]" } } }, "localname": "StatementBusinessSegmentsAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/GoodwillandIntangibleAssetsChangesinCarryingAmountofGoodwillDetails", "http://www.liveperson.com/role/SegmentInformationFinancialInformationbySegmentDetails" ], "xbrltype": "stringItemType" }, "us-gaap_StatementEquityComponentsAxis": { "auth_ref": [ "r52", "r121", "r122", "r123", "r126", "r134", "r136", "r151", "r218", "r298", "r303", "r377", "r378", "r379", "r424", "r425", "r472", "r473", "r474", "r475", "r476", "r478", "r576", "r577", "r578" ], "lang": { "en-us": { "role": { "documentation": "Information by component of equity.", "label": "Equity Components [Axis]", "terseLabel": "Equity Components [Axis]" } } }, "localname": "StatementEquityComponentsAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofStockholdersEquity" ], "xbrltype": "stringItemType" }, "us-gaap_StatementLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Statement [Line Items]", "terseLabel": "Statement [Line Items]" } } }, "localname": "StatementLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows", "http://www.liveperson.com/role/ConsolidatedStatementsofOperationsParenthetical", "http://www.liveperson.com/role/ConsolidatedStatementsofStockholdersEquity" ], "xbrltype": "stringItemType" }, "us-gaap_StatementOfCashFlowsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Statement of Cash Flows [Abstract]", "terseLabel": "Statement of Cash Flows [Abstract]" } } }, "localname": "StatementOfCashFlowsAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_StatementOfFinancialPositionAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Statement of Financial Position [Abstract]", "terseLabel": "Statement of Financial Position [Abstract]" } } }, "localname": "StatementOfFinancialPositionAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_StatementOfIncomeAndComprehensiveIncomeAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Statement of Comprehensive Income [Abstract]", "terseLabel": "Statement of Comprehensive Income [Abstract]" } } }, "localname": "StatementOfIncomeAndComprehensiveIncomeAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_StatementOfStockholdersEquityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Statement of Stockholders' Equity [Abstract]", "terseLabel": "Statement of Stockholders' Equity [Abstract]" } } }, "localname": "StatementOfStockholdersEquityAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_StatementTable": { "auth_ref": [ "r121", "r122", "r123", "r151", "r534" ], "lang": { "en-us": { "role": { "documentation": "Schedule reflecting a Statement of Income, Statement of Cash Flows, Statement of Financial Position, Statement of Shareholders' Equity and Other Comprehensive Income, or other statement as needed.", "label": "Statement [Table]", "terseLabel": "Statement [Table]" } } }, "localname": "StatementTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows", "http://www.liveperson.com/role/ConsolidatedStatementsofOperationsParenthetical", "http://www.liveperson.com/role/ConsolidatedStatementsofStockholdersEquity" ], "xbrltype": "stringItemType" }, "us-gaap_StockIssuedDuringPeriodSharesAcquisitions": { "auth_ref": [ "r23", "r24", "r303" ], "lang": { "en-us": { "role": { "documentation": "Number of shares of stock issued during the period pursuant to acquisitions.", "label": "Stock Issued During Period, Shares, Acquisitions", "terseLabel": "Issuance of common stock in connection with acquisitions (in shares)" } } }, "localname": "StockIssuedDuringPeriodSharesAcquisitions", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofStockholdersEquity" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodSharesEmployeeStockPurchasePlans": { "auth_ref": [ "r23", "r24", "r298", "r303" ], "lang": { "en-us": { "role": { "documentation": "Number of shares issued during the period as a result of an employee stock purchase plan.", "label": "Stock Issued During Period, Shares, Employee Stock Purchase Plans", "verboseLabel": "Common stock issued under Employee Stock Purchase Plan (in shares)" } } }, "localname": "StockIssuedDuringPeriodSharesEmployeeStockPurchasePlans", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofStockholdersEquity" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodSharesNewIssues": { "auth_ref": [ "r23", "r24", "r298", "r303" ], "lang": { "en-us": { "role": { "documentation": "Number of new stock issued during the period.", "label": "Stock Issued During Period, Shares, New Issues", "terseLabel": "Common stock issued upon vesting of restricted stock units (in shares)" } } }, "localname": "StockIssuedDuringPeriodSharesNewIssues", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofStockholdersEquity" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodSharesStockOptionsExercised": { "auth_ref": [ "r23", "r24", "r298", "r303", "r357" ], "lang": { "en-us": { "role": { "documentation": "Number of share options (or share units) exercised during the current period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period", "negatedLabel": "Exercised (in shares)", "terseLabel": "Common stock issued upon exercise of stock options (in shares)" } } }, "localname": "StockIssuedDuringPeriodSharesStockOptionsExercised", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofStockholdersEquity", "http://www.liveperson.com/role/StockholdersEquityStockOptionActivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodValueAcquisitions": { "auth_ref": [ "r52", "r298", "r303" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Value of stock issued pursuant to acquisitions during the period.", "label": "Stock Issued During Period, Value, Acquisitions", "terseLabel": "Issuance of common stock in connection with acquisitions" } } }, "localname": "StockIssuedDuringPeriodValueAcquisitions", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofStockholdersEquity" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockIssuedDuringPeriodValueEmployeeStockPurchasePlan": { "auth_ref": [ "r23", "r24", "r298", "r303" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Aggregate change in value for stock issued during the period as a result of employee stock purchase plan.", "label": "Stock Issued During Period, Value, Employee Stock Purchase Plan", "verboseLabel": "Common stock issued under Employee Stock Purchase Plan" } } }, "localname": "StockIssuedDuringPeriodValueEmployeeStockPurchasePlan", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofStockholdersEquity" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockIssuedDuringPeriodValueNewIssues": { "auth_ref": [ "r23", "r24", "r298", "r303" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Equity impact of the value of new stock issued during the period. Includes shares issued in an initial public offering or a secondary public offering.", "label": "Stock Issued During Period, Value, New Issues", "terseLabel": "Common stock issued upon vesting of restricted stock units" } } }, "localname": "StockIssuedDuringPeriodValueNewIssues", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofStockholdersEquity" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockIssuedDuringPeriodValueStockOptionsExercised": { "auth_ref": [ "r52", "r298", "r303" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Value of stock issued as a result of the exercise of stock options.", "label": "Stock Issued During Period, Value, Stock Options Exercised", "verboseLabel": "Common stock issued upon exercise of stock options" } } }, "localname": "StockIssuedDuringPeriodValueStockOptionsExercised", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofStockholdersEquity" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockRepurchasedDuringPeriodShares": { "auth_ref": [ "r23", "r24", "r298", "r303" ], "lang": { "en-us": { "role": { "documentation": "Number of shares that have been repurchased during the period and have not been retired and are not held in treasury. Some state laws may govern the circumstances under which an entity may acquire its own stock and prescribe the accounting treatment therefore. This element is used when state law does not recognize treasury stock.", "label": "Stock Repurchased During Period, Shares", "negatedTerseLabel": "Common stock repurchase (in shares)" } } }, "localname": "StockRepurchasedDuringPeriodShares", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofStockholdersEquity" ], "xbrltype": "sharesItemType" }, "us-gaap_StockRepurchasedDuringPeriodValue": { "auth_ref": [ "r23", "r24", "r298", "r303" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Equity impact of the value of stock that has been repurchased during the period and has not been retired and is not held in treasury. Some state laws may mandate the circumstances under which an entity may acquire its own stock and prescribe the accounting treatment therefore. This element is used when state law does not recognize treasury stock.", "label": "Stock Repurchased During Period, Value", "negatedLabel": "Common stock repurchase" } } }, "localname": "StockRepurchasedDuringPeriodValue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofStockholdersEquity" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockholdersEquity": { "auth_ref": [ "r24", "r29", "r30", "r114", "r209", "r213", "r470" ], "calculation": { "http://www.liveperson.com/role/ConsolidatedBalanceSheets": { "order": 3.0, "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.", "label": "Stockholders' Equity Attributable to Parent", "periodEndLabel": "Ending Balance", "periodStartLabel": "Beginning Balance", "totalLabel": "Total stockholders\u2019 equity" } } }, "localname": "StockholdersEquity", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedBalanceSheets", "http://www.liveperson.com/role/ConsolidatedStatementsofStockholdersEquity" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockholdersEquityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Stockholders' Equity Attributable to Parent [Abstract]", "terseLabel": "STOCKHOLDERS' EQUITY:" } } }, "localname": "StockholdersEquityAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "stringItemType" }, "us-gaap_SupplementalCashFlowInformationAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Supplemental Cash Flow Information [Abstract]", "terseLabel": "SUPPLEMENTAL DISCLOSURE OF OTHER CASH FLOW INFORMATION:" } } }, "localname": "SupplementalCashFlowInformationAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_TaxesPayableCurrent": { "auth_ref": [ "r42" ], "calculation": { "http://www.liveperson.com/role/AccruedLiabilitiesandOtherCurrentLiabilitiesDetails": { "order": 3.0, "parentTag": "us-gaap_AccruedLiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying value as of the balance sheet date of obligations incurred and payable for statutory income, sales, use, payroll, excise, real, property and other taxes. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).", "label": "Taxes Payable, Current", "terseLabel": "Unrecognized tax benefits" } } }, "localname": "TaxesPayableCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/AccruedLiabilitiesandOtherCurrentLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_TradeAndOtherAccountsReceivablePolicy": { "auth_ref": [ "r203", "r204", "r205", "r206", "r208", "r210" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for accounts receivable.", "label": "Accounts Receivable [Policy Text Block]", "terseLabel": "Accounts Receivable" } } }, "localname": "TradeAndOtherAccountsReceivablePolicy", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_TransfersAndServicingOfFinancialInstrumentsTypesOfFinancialInstrumentsDomain": { "auth_ref": [ "r211", "r212", "r503", "r504", "r505", "r506", "r507", "r508", "r509", "r510", "r511", "r512", "r513", "r514", "r515", "r516", "r517", "r518", "r519", "r520", "r521", "r522", "r523", "r524", "r525", "r526", "r527", "r528", "r529", "r530", "r531", "r532" ], "lang": { "en-us": { "role": { "documentation": "Instrument or contract that imposes a contractual obligation to deliver cash or another financial instrument or to exchange other financial instruments on potentially unfavorable terms and conveys a contractual right to receive cash or another financial instrument or to exchange other financial instruments on potentially favorable terms.", "label": "Financial Instruments [Domain]", "terseLabel": "Financial Instruments [Domain]" } } }, "localname": "TransfersAndServicingOfFinancialInstrumentsTypesOfFinancialInstrumentsDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/FairValueMeasurementsAssetsandLiabilitiesMeasuredatFairValueDetails", "http://www.liveperson.com/role/FairValueMeasurementsNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_TreasuryStockCommonShares": { "auth_ref": [ "r304" ], "lang": { "en-us": { "role": { "documentation": "Number of previously issued common shares repurchased by the issuing entity and held in treasury.", "label": "Treasury Stock, Common, Shares", "terseLabel": "Treasury stock, at cost (in shares)" } } }, "localname": "TreasuryStockCommonShares", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedBalanceSheetsParenthetical" ], "xbrltype": "sharesItemType" }, "us-gaap_TreasuryStockMember": { "auth_ref": [ "r51", "r304" ], "lang": { "en-us": { "role": { "documentation": "Shares of an entity that have been repurchased by the entity. This stock has no voting rights and receives no dividends. Note that treasury stock may be recorded at its total cost or separately as par (or stated) value and additional paid in capital. Classified within stockholders' equity if nonredeemable or redeemable solely at the option of the issuer. Classified within temporary equity if redemption is outside the control of the issuer.", "label": "Treasury Stock [Member]", "terseLabel": "Treasury Stock" } } }, "localname": "TreasuryStockMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofStockholdersEquity" ], "xbrltype": "domainItemType" }, "us-gaap_TreasuryStockValue": { "auth_ref": [ "r51", "r304", "r305" ], "calculation": { "http://www.liveperson.com/role/ConsolidatedBalanceSheets": { "order": 4.0, "parentTag": "us-gaap_StockholdersEquity", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The amount allocated to treasury stock. Treasury stock is common and preferred shares of an entity that were issued, repurchased by the entity, and are held in its treasury.", "label": "Treasury Stock, Value", "negatedTerseLabel": "Treasury stock, at cost; 2,709,830 shares" } } }, "localname": "TreasuryStockValue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_TypeOfAdoptionMember": { "auth_ref": [ "r125", "r126", "r127", "r128", "r215", "r216", "r217", "r218", "r219", "r220", "r373", "r374", "r375", "r376", "r377", "r378", "r379", "r380", "r422", "r423", "r424", "r425", "r536", "r537", "r538", "r574", "r575", "r576", "r577", "r578", "r579", "r580", "r581", "r582", "r583", "r584", "r585" ], "lang": { "en-us": { "role": { "documentation": "Amendment to accounting standards.", "label": "Accounting Standards Update [Domain]", "terseLabel": "Accounting Standards Update [Domain]" } } }, "localname": "TypeOfAdoptionMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_TypeOfRestructuringDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Identification of the types of restructuring costs.", "label": "Type of Restructuring [Domain]", "terseLabel": "Type of Restructuring [Domain]" } } }, "localname": "TypeOfRestructuringDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/RestructuringCostsRestructuringChargesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_UnbilledRevenuesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Unbilled amounts due for services rendered or products shipped. This element is distinct from unbilled contracts receivables because this is based on noncontract transactions.", "label": "Unbilled Revenues [Member]", "terseLabel": "Unbilled Receivable" } } }, "localname": "UnbilledRevenuesMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesReceivablesandDeferredRevenueDetails" ], "xbrltype": "domainItemType" }, "us-gaap_UnrecognizedTaxBenefits": { "auth_ref": [ "r390", "r400" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of unrecognized tax benefits.", "label": "Unrecognized Tax Benefits", "periodEndLabel": "Gross unrecognized tax benefits at December 31", "periodStartLabel": "Unrecognized tax benefits balance at January 1", "terseLabel": "Unrecognized tax benefits" } } }, "localname": "UnrecognizedTaxBenefits", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/IncomeTaxesNarrativeDetails", "http://www.liveperson.com/role/IncomeTaxesScheduleofUnrecognizedTaxBenefitsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnrecognizedTaxBenefitsDecreasesResultingFromPriorPeriodTaxPositions": { "auth_ref": [ "r401" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of decrease in unrecognized tax benefits resulting from tax positions taken in prior period tax returns.", "label": "Unrecognized Tax Benefits, Decrease Resulting from Prior Period Tax Positions", "negatedTerseLabel": "Gross decrease for tax positions of prior years" } } }, "localname": "UnrecognizedTaxBenefitsDecreasesResultingFromPriorPeriodTaxPositions", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/IncomeTaxesScheduleofUnrecognizedTaxBenefitsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnrecognizedTaxBenefitsDecreasesResultingFromSettlementsWithTaxingAuthorities": { "auth_ref": [ "r403" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of decrease in unrecognized tax benefits resulting from settlements with taxing authorities.", "label": "Unrecognized Tax Benefits, Decrease Resulting from Settlements with Taxing Authorities", "negatedTerseLabel": "Decrease due to settlement" } } }, "localname": "UnrecognizedTaxBenefitsDecreasesResultingFromSettlementsWithTaxingAuthorities", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/IncomeTaxesScheduleofUnrecognizedTaxBenefitsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnrecognizedTaxBenefitsIncreasesResultingFromCurrentPeriodTaxPositions": { "auth_ref": [ "r402" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase in unrecognized tax benefits resulting from tax positions that have been or will be taken in current period tax return.", "label": "Unrecognized Tax Benefits, Increase Resulting from Current Period Tax Positions", "terseLabel": "Gross increase for tax positions of current years" } } }, "localname": "UnrecognizedTaxBenefitsIncreasesResultingFromCurrentPeriodTaxPositions", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/IncomeTaxesScheduleofUnrecognizedTaxBenefitsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnrecognizedTaxBenefitsReductionsResultingFromLapseOfApplicableStatuteOfLimitations": { "auth_ref": [ "r404" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of decrease in unrecognized tax benefits resulting from lapses of applicable statutes of limitations.", "label": "Unrecognized Tax Benefits, Reduction Resulting from Lapse of Applicable Statute of Limitations", "negatedTerseLabel": "Decrease due to expiration of statue" } } }, "localname": "UnrecognizedTaxBenefitsReductionsResultingFromLapseOfApplicableStatuteOfLimitations", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/IncomeTaxesScheduleofUnrecognizedTaxBenefitsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UseOfEstimates": { "auth_ref": [ "r152", "r153", "r155", "r156", "r157", "r158", "r159" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for the use of estimates in the preparation of financial statements in conformity with generally accepted accounting principles.", "label": "Use of Estimates, Policy [Policy Text Block]", "verboseLabel": "Use of Estimates" } } }, "localname": "UseOfEstimates", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/DescriptionofBusinessandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_ValuationAllowanceDeferredTaxAssetChangeInAmount": { "auth_ref": [ "r411" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in the valuation allowance for a specified deferred tax asset.", "label": "Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount", "terseLabel": "Increase in valuation recorded" } } }, "localname": "ValuationAllowanceDeferredTaxAssetChangeInAmount", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_WeightedAverageNumberDilutedSharesOutstandingAdjustment": { "auth_ref": [ "r143" ], "calculation": { "http://www.liveperson.com/role/NetLossperShareDetails": { "order": 2.0, "parentTag": "us-gaap_WeightedAverageNumberOfDilutedSharesOutstanding", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "The sum of dilutive potential common shares or units used in the calculation of the diluted per-share or per-unit computation.", "label": "Weighted Average Number Diluted Shares Outstanding Adjustment", "terseLabel": "Effect of assumed exercised options (in shares)" } } }, "localname": "WeightedAverageNumberDilutedSharesOutstandingAdjustment", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/NetLossperShareDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_WeightedAverageNumberOfDilutedSharesOutstanding": { "auth_ref": [ "r138", "r143" ], "calculation": { "http://www.liveperson.com/role/NetLossperShareDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "lang": { "en-us": { "role": { "documentation": "The average number of shares or units issued and outstanding that are used in calculating diluted EPS or earnings per unit (EPU), determined based on the timing of issuance of shares or units in the period.", "label": "Weighted Average Number of Shares Outstanding, Diluted", "terseLabel": "Diluted (in shares)", "totalLabel": "Diluted (in shares)" } } }, "localname": "WeightedAverageNumberOfDilutedSharesOutstanding", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofOperations", "http://www.liveperson.com/role/NetLossperShareDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_WeightedAverageNumberOfSharesOutstandingBasic": { "auth_ref": [ "r137", "r143" ], "calculation": { "http://www.liveperson.com/role/NetLossperShareDetails": { "order": 1.0, "parentTag": "us-gaap_WeightedAverageNumberOfDilutedSharesOutstanding", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Number of [basic] shares or units, after adjustment for contingently issuable shares or units and other shares or units not deemed outstanding, determined by relating the portion of time within a reporting period that common shares or units have been outstanding to the total time in that period.", "label": "Weighted Average Number of Shares Outstanding, Basic", "verboseLabel": "Basic (in shares)" } } }, "localname": "WeightedAverageNumberOfSharesOutstandingBasic", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/ConsolidatedStatementsofOperations", "http://www.liveperson.com/role/NetLossperShareDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_WeightedAverageNumberOfSharesOutstandingDilutedDisclosureItemsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Weighted Average Number of Shares Outstanding Reconciliation [Abstract]", "terseLabel": "Weighted Average Number of Shares Outstanding" } } }, "localname": "WeightedAverageNumberOfSharesOutstandingDilutedDisclosureItemsAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.liveperson.com/role/NetLossperShareDetails" ], "xbrltype": "stringItemType" } }, "unitCount": 9 } }, "std_ref": { "r0": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222650&loc=d3e1361-107760" }, "r1": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222650&loc=SL51721683-107760" }, "r10": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(10))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r100": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3536-108585" }, "r101": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3536-108585" }, "r102": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3602-108585" }, "r103": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3602-108585" }, "r104": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3602-108585" }, "r105": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3044-108585" }, "r106": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121583591&loc=d3e4273-108586" }, "r107": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121583591&loc=d3e4297-108586" }, "r108": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121583591&loc=d3e4304-108586" }, "r109": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121583591&loc=d3e4313-108586" }, "r11": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(11))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r110": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121583591&loc=d3e4332-108586" }, "r111": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121583591&loc=SL98516268-108586" }, "r112": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=84158767&loc=d3e18780-107790" }, "r113": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=84158767&loc=d3e18823-107790" }, "r114": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(g)(1)(ii))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r115": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(h))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r116": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08.(e),(f))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r117": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08.(f))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r118": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08.(h)(1)(i))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r119": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08.(h))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r12": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(12))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r120": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "235", "URI": "http://asc.fasb.org/topic&trid=2122369" }, "r121": { "Name": "Accounting Standards Codification", "Paragraph": "23", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=115929471&loc=d3e21914-107793" }, "r122": { "Name": "Accounting Standards Codification", "Paragraph": "24", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=115929471&loc=d3e21930-107793" }, "r123": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=115929471&loc=d3e21711-107793" }, "r124": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=115929471&loc=d3e21728-107793" }, "r125": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(2)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=109234566&loc=d3e22499-107794" }, "r126": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(3)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=109234566&loc=d3e22499-107794" }, "r127": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(4)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=109234566&loc=d3e22499-107794" }, "r128": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=109234566&loc=d3e22499-107794" }, "r129": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=109234566&loc=d3e22694-107794" }, "r13": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(13))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r130": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=109234566&loc=d3e22694-107794" }, "r131": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=109234566&loc=d3e22583-107794" }, "r132": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=109234566&loc=d3e22595-107794" }, "r133": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=109234566&loc=d3e22644-107794" }, "r134": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=109234566&loc=d3e22644-107794" }, "r135": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=109234566&loc=d3e22658-107794" }, "r136": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=109234566&loc=d3e22663-107794" }, "r137": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=121326447&loc=d3e1448-109256" }, "r138": { "Name": "Accounting Standards Codification", "Paragraph": "16", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=121326447&loc=d3e1505-109256" }, "r139": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=121326447&loc=d3e1252-109256" }, "r14": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(14))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r140": { "Name": "Accounting Standards Codification", "Paragraph": "60B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=121326447&loc=SL5780133-109256" }, "r141": { "Name": "Accounting Standards Codification", "Paragraph": "60B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=121326447&loc=SL5780133-109256" }, "r142": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=121326447&loc=d3e1337-109256" }, "r143": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257" }, "r144": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257" }, "r145": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257" }, "r146": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=6371337&loc=d3e3630-109257" }, "r147": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=109243012&loc=SL65017193-207537" }, "r148": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=120380238&loc=d3e3842-109258" }, "r149": { "Name": "Accounting Standards Codification", "Paragraph": "52", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=120380238&loc=d3e4984-109258" }, "r15": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(15))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r150": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "260", "URI": "http://asc.fasb.org/topic&trid=2144383" }, "r151": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "272", "URI": "http://asc.fasb.org/extlink&oid=6828210&loc=d3e70191-108054" }, "r152": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e5967-108592" }, "r153": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e5967-108592" }, "r154": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e5967-108592" }, "r155": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6161-108592" }, "r156": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6191-108592" }, "r157": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6061-108592" }, "r158": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6132-108592" }, "r159": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6143-108592" }, "r16": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(16))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r160": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "275", "URI": "http://asc.fasb.org/topic&trid=2134479" }, "r161": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8657-108599" }, "r162": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8672-108599" }, "r163": { "Name": "Accounting Standards Codification", "Paragraph": "21", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8721-108599" }, "r164": { "Name": "Accounting Standards Codification", "Paragraph": "21", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8721-108599" }, "r165": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599" }, "r166": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599" }, "r167": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599" }, "r168": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599" }, "r169": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599" }, "r17": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(17))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r170": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599" }, "r171": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(g)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599" }, "r172": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599" }, "r173": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(j)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599" }, "r174": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599" }, "r175": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8813-108599" }, "r176": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8813-108599" }, "r177": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8813-108599" }, "r178": { "Name": "Accounting Standards Codification", "Paragraph": "26", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8844-108599" }, "r179": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8906-108599" }, "r18": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(19))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r180": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8906-108599" }, "r181": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8906-108599" }, "r182": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8906-108599" }, "r183": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8906-108599" }, "r184": { "Name": "Accounting Standards Codification", "Paragraph": "31", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8924-108599" }, "r185": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599" }, "r186": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599" }, "r187": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599" }, "r188": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599" }, "r189": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599" }, "r19": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(20))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r190": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599" }, "r191": { "Name": "Accounting Standards Codification", "Paragraph": "34", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8981-108599" }, "r192": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8475-108599" }, "r193": { "Name": "Accounting Standards Codification", "Paragraph": "40", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e9031-108599" }, "r194": { "Name": "Accounting Standards Codification", "Paragraph": "41", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e9038-108599" }, "r195": { "Name": "Accounting Standards Codification", "Paragraph": "41", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e9038-108599" }, "r196": { "Name": "Accounting Standards Codification", "Paragraph": "41", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "a", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e9038-108599" }, "r197": { "Name": "Accounting Standards Codification", "Paragraph": "41", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "b", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e9038-108599" }, "r198": { "Name": "Accounting Standards Codification", "Paragraph": "41", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e9038-108599" }, "r199": { "Name": "Accounting Standards Codification", "Paragraph": "42", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e9054-108599" }, "r2": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=121566466&loc=d3e6676-107765" }, "r20": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(22))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r200": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "280", "URI": "http://asc.fasb.org/topic&trid=2134510" }, "r201": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=121593590&loc=d3e4428-111522" }, "r202": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=121593590&loc=d3e4531-111522" }, "r203": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=121611835&loc=d3e4975-111524" }, "r204": { "Name": "Accounting Standards Codification", "Paragraph": "11B", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=121611835&loc=SL6953423-111524" }, "r205": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=121611835&loc=d3e5212-111524" }, "r206": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=121611835&loc=d3e5033-111524" }, "r207": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=121611835&loc=d3e5074-111524" }, "r208": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=121611835&loc=d3e5093-111524" }, "r209": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 4.E)", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=27010918&loc=d3e74512-122707" }, "r21": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(26)(a))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r210": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=84159169&loc=d3e10133-111534" }, "r211": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "320", "URI": "http://asc.fasb.org/extlink&oid=121645371&loc=d3e27232-111563" }, "r212": { "Name": "Accounting Standards Codification", "Paragraph": "5A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "320", "URI": "http://asc.fasb.org/extlink&oid=121645371&loc=SL120269820-111563" }, "r213": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "323", "URI": "http://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571" }, "r214": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121646688&loc=SL82887624-210437" }, "r215": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121646688&loc=SL121648383-210437" }, "r216": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121646688&loc=SL121648383-210437" }, "r217": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121646688&loc=SL121648383-210437" }, "r218": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121646688&loc=SL121648383-210437" }, "r219": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(e)(3)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121646688&loc=SL121648383-210437" }, "r22": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(26)(b))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r220": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(e)(4)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121646688&loc=SL121648383-210437" }, "r221": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121599878&loc=SL82895884-210446" }, "r222": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(e)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121599337&loc=SL82919244-210447" }, "r223": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121599337&loc=SL82919244-210447" }, "r224": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121599337&loc=SL82919249-210447" }, "r225": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121599337&loc=SL82919249-210447" }, "r226": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121599337&loc=SL82919249-210447" }, "r227": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(f)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121599337&loc=SL82919249-210447" }, "r228": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121599337&loc=SL82919249-210447" }, "r229": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121599337&loc=SL82919253-210447" }, "r23": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(28))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r230": { "Name": "Accounting Standards Codification", "Paragraph": "16", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121599337&loc=SL82919258-210447" }, "r231": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121599337&loc=SL82919230-210447" }, "r232": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121582814&loc=SL82922888-210455" }, "r233": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121582814&loc=SL82922895-210455" }, "r234": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121582814&loc=SL82922900-210455" }, "r235": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "55", "SubTopic": "30", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121590138&loc=SL82922954-210456" }, "r236": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "40", "Subparagraph": "(b)", "Topic": "340", "URI": "http://asc.fasb.org/extlink&oid=68051541&loc=SL49131251-203054" }, "r237": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "40", "Subparagraph": "(a)", "Topic": "340", "URI": "http://asc.fasb.org/extlink&oid=68051541&loc=SL49131252-203054" }, "r238": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=99380562&loc=d3e13770-109266" }, "r239": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=99380562&loc=d3e13777-109266" }, "r24": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(29))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r240": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=120320667&loc=SL49117168-202975" }, "r241": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267" }, "r242": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267" }, "r243": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(e)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267" }, "r244": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(f)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267" }, "r245": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(h)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267" }, "r246": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267" }, "r247": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=121556970&loc=d3e13854-109267" }, "r248": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=121556970&loc=d3e13854-109267" }, "r249": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=6388964&loc=d3e16212-109274" }, "r25": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(3))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r250": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=6388964&loc=d3e16225-109274" }, "r251": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16265-109275" }, "r252": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)(1)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16265-109275" }, "r253": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)(3)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16265-109275" }, "r254": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(d)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16265-109275" }, "r255": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16265-109275" }, "r256": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "((a)(1),(b))", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275" }, "r257": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275" }, "r258": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)(1)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275" }, "r259": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)(2)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275" }, "r26": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(30)(a)(1))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r260": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)(3)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275" }, "r261": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(d)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275" }, "r262": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "30", "SubTopic": "40", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=118172244&loc=d3e17916-109280" }, "r263": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "25", "SubTopic": "50", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=16397303&loc=d3e19379-109286" }, "r264": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "350", "URI": "http://asc.fasb.org/topic&trid=2144416" }, "r265": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "05", "SubTopic": "10", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=109226317&loc=d3e202-110218" }, "r266": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229" }, "r267": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229" }, "r268": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229" }, "r269": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=109226691&loc=d3e2941-110230" }, "r27": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(30)(a)(3))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r270": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=109226691&loc=d3e2941-110230" }, "r271": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 5.CC)", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=27011434&loc=d3e125687-122742" }, "r272": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "360", "URI": "http://asc.fasb.org/topic&trid=2155823" }, "r273": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "420", "URI": "http://asc.fasb.org/extlink&oid=6394359&loc=d3e17939-110869" }, "r274": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(2)", "Topic": "420", "URI": "http://asc.fasb.org/extlink&oid=6394359&loc=d3e17939-110869" }, "r275": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "420", "URI": "http://asc.fasb.org/extlink&oid=6394359&loc=d3e17939-110869" }, "r276": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "420", "URI": "http://asc.fasb.org/extlink&oid=6394359&loc=d3e17939-110869" }, "r277": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB TOPIC 5.P.3)", "Topic": "420", "URI": "http://asc.fasb.org/extlink&oid=115931487&loc=d3e140864-122747" }, "r278": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 5.P.3)", "Topic": "420", "URI": "http://asc.fasb.org/extlink&oid=115931487&loc=d3e140864-122747" }, "r279": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB TOPIC 5.P.4(b))", "Topic": "420", "URI": "http://asc.fasb.org/extlink&oid=115931487&loc=d3e140904-122747" }, "r28": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(30)(a)(4))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r280": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB TOPIC 5.P.4)", "Topic": "420", "URI": "http://asc.fasb.org/extlink&oid=115931487&loc=d3e140904-122747" }, "r281": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 5.P.4(b))", "Topic": "420", "URI": "http://asc.fasb.org/extlink&oid=115931487&loc=d3e140904-122747" }, "r282": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 5.P.4(d))", "Topic": "420", "URI": "http://asc.fasb.org/extlink&oid=115931487&loc=d3e140904-122747" }, "r283": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "420", "URI": "http://asc.fasb.org/topic&trid=2175745" }, "r284": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "440", "URI": "http://asc.fasb.org/extlink&oid=121559207&loc=d3e25336-109308" }, "r285": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "440", "URI": "http://asc.fasb.org/extlink&oid=121559207&loc=d3e25336-109308" }, "r286": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "440", "URI": "http://asc.fasb.org/topic&trid=2144648" }, "r287": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "450", "URI": "http://asc.fasb.org/extlink&oid=121557415&loc=d3e14326-108349" }, "r288": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "450", "URI": "http://asc.fasb.org/topic&trid=2127136" }, "r289": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=6802200&loc=SL6230698-112601" }, "r29": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(30))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r290": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "25", "SubTopic": "20", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=109126253&loc=d3e4852-112606" }, "r291": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=120520924&loc=SL6031897-161870" }, "r292": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(1)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=120520924&loc=SL6031897-161870" }, "r293": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(3)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=120520924&loc=SL6031897-161870" }, "r294": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=120520924&loc=SL6031898-161870" }, "r295": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=120520924&loc=SL6031898-161870" }, "r296": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=120520924&loc=SL6036836-161870" }, "r297": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "470", "URI": "http://asc.fasb.org/topic&trid=2208564" }, "r298": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=109259400&loc=d3e21463-112644" }, "r299": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=109259400&loc=d3e21475-112644" }, "r3": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=121566466&loc=d3e6676-107765" }, "r30": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(31))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r300": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=109259400&loc=d3e21506-112644" }, "r301": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=109259400&loc=d3e21521-112644" }, "r302": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=109259400&loc=d3e21538-112644" }, "r303": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.3-04)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770" }, "r304": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=6405813&loc=d3e23239-112655" }, "r305": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=6405834&loc=d3e23315-112656" }, "r306": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121556615&loc=SL49130531-203044" }, "r307": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121556615&loc=SL49130532-203044" }, "r308": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130556-203045" }, "r309": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130561-203045" }, "r31": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(32))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r310": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130563-203045" }, "r311": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130563-203045" }, "r312": { "Name": "Accounting Standards Codification", "Paragraph": "19", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130564-203045" }, "r313": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130566-203045" }, "r314": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130566-203045" }, "r315": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130566-203045" }, "r316": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130566-203045" }, "r317": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130543-203045" }, "r318": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130545-203045" }, "r319": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130549-203045" }, "r32": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(4)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r320": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121551570&loc=SL49130690-203046-203046" }, "r321": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121551570&loc=SL49130690-203046-203046" }, "r322": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121551570&loc=SL49130690-203046-203046" }, "r323": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121551570&loc=SL49130690-203046-203046" }, "r324": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121551570&loc=SL49130690-203046-203046" }, "r325": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121551570&loc=SL49130690-203046-203046" }, "r326": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(g)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121551570&loc=SL49130690-203046-203046" }, "r327": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "606", "URI": "http://asc.fasb.org/topic&trid=49130388" }, "r328": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(3)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e1928-114920" }, "r329": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(i)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e1928-114920" }, "r33": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(7))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r330": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(ii)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e1928-114920" }, "r331": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(01)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e1928-114920" }, "r332": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(02)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e1928-114920" }, "r333": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(02)(A)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e1928-114920" }, "r334": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(02)(B)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e1928-114920" }, "r335": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(02)(C)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e1928-114920" }, "r336": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(03)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e1928-114920" }, "r337": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e2709-114920" }, "r338": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118257860&loc=d3e4179-114921" }, "r339": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118257860&loc=d3e4587-114921" }, "r34": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(8))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r340": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "80", "Subparagraph": "(a)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=65877416&loc=SL14450702-114947" }, "r341": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "80", "Subparagraph": "(d)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=65877416&loc=SL14450657-114947" }, "r342": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "80", "Subparagraph": "(a)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=65877416&loc=SL14450673-114947" }, "r343": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "55", "SubTopic": "80", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=35742348&loc=SL14450788-114948" }, "r344": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "35", "SubTopic": "10", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121326096&loc=d3e4534-113899" }, "r345": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5047-113901" }, "r346": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5047-113901" }, "r347": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5047-113901" }, "r348": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(1)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r349": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r35": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.1)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r350": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(3)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r351": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a),(g)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r352": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b),(f)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r353": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r354": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(i)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r355": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(i)-(ii)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r356": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iii)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r357": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iv)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r358": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iv)(3)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r359": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(i)-(ii)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r36": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.13(a))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r360": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(iii)(1)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r361": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(iii)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r362": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(iii)(3)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r363": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r364": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)(1)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r365": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r366": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)(1)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r367": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r368": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(i)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r369": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(iii)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r37": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.13)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r370": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(g)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r371": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(i)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r372": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r373": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333" }, "r374": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333" }, "r375": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333" }, "r376": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333" }, "r377": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333" }, "r378": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(f)(1)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333" }, "r379": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(f)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333" }, "r38": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.14)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r380": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(g)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333" }, "r381": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 14.D.2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=115993241&loc=d3e301413-122809" }, "r382": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120383193&loc=d3e11149-113907" }, "r383": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120383193&loc=d3e11178-113907" }, "r384": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "35", "SubTopic": "740", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120384911&loc=d3e23163-113944" }, "r385": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "718", "URI": "http://asc.fasb.org/topic&trid=2228938" }, "r386": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "720", "URI": "http://asc.fasb.org/extlink&oid=6419918&loc=d3e35281-107843" }, "r387": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "35", "Subparagraph": "(a)", "Topic": "720", "URI": "http://asc.fasb.org/extlink&oid=6420018&loc=d3e36677-107848" }, "r388": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "35", "Subparagraph": "(b)", "Topic": "720", "URI": "http://asc.fasb.org/extlink&oid=6420018&loc=d3e36677-107848" }, "r389": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "730", "URI": "http://asc.fasb.org/extlink&oid=6420194&loc=d3e21568-108373" }, "r39": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.17)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r390": { "Name": "Accounting Standards Codification", "Paragraph": "10B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=120406818&loc=SL37586934-109318" }, "r391": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=120406818&loc=d3e32247-109318" }, "r392": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=120406818&loc=d3e32280-109318" }, "r393": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=120406818&loc=d3e31917-109318" }, "r394": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=120406818&loc=d3e31931-109318" }, "r395": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32672-109319" }, "r396": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32687-109319" }, "r397": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32705-109319" }, "r398": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32718-109319" }, "r399": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32718-109319" }, "r4": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=121566466&loc=d3e6676-107765" }, "r40": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19(a))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r400": { "Name": "Accounting Standards Codification", "Paragraph": "15A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=SL6600010-109319" }, "r401": { "Name": "Accounting Standards Codification", "Paragraph": "15A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(1)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=SL6600010-109319" }, "r402": { "Name": "Accounting Standards Codification", "Paragraph": "15A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(2)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=SL6600010-109319" }, "r403": { "Name": "Accounting Standards Codification", "Paragraph": "15A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(3)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=SL6600010-109319" }, "r404": { "Name": "Accounting Standards Codification", "Paragraph": "15A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(4)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=SL6600010-109319" }, "r405": { "Name": "Accounting Standards Codification", "Paragraph": "15A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=SL6600010-109319" }, "r406": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32809-109319" }, "r407": { "Name": "Accounting Standards Codification", "Paragraph": "19", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32840-109319" }, "r408": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32537-109319" }, "r409": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32537-109319" }, "r41": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19(a),20,24)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r410": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32537-109319" }, "r411": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32537-109319" }, "r412": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32847-109319" }, "r413": { "Name": "Accounting Standards Codification", "Paragraph": "21", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32857-109319" }, "r414": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32559-109319" }, "r415": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32559-109319" }, "r416": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32621-109319" }, "r417": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32632-109319" }, "r418": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32639-109319" }, "r419": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32639-109319" }, "r42": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19,20)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r420": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32639-109319" }, "r421": { "Name": "Accounting Standards Codification", "Paragraph": "217", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121610041&loc=d3e36027-109320" }, "r422": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "740" }, "r423": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "740" }, "r424": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(d)(2)", "Topic": "740" }, "r425": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(d)(3)", "Topic": "740" }, "r426": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB TOPIC 6.I.5.Q1)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=116825942&loc=d3e330036-122817" }, "r427": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB TOPIC 6.I.7)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=116825942&loc=d3e330036-122817" }, "r428": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 6.I.7)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=116825942&loc=d3e330036-122817" }, "r429": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 6.I.Fact.1)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=116825942&loc=d3e330036-122817" }, "r43": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19-26)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r430": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 6.I.Fact.2)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=116825942&loc=d3e330036-122817" }, "r431": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 6.I.Fact.3)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=116825942&loc=d3e330036-122817" }, "r432": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 6.I.Fact.4)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=116825942&loc=d3e330036-122817" }, "r433": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 11.C)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=116825942&loc=d3e330215-122817" }, "r434": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=120385591&loc=d3e38679-109324" }, "r435": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "270", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338" }, "r436": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331" }, "r437": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "740", "URI": "http://asc.fasb.org/topic&trid=2144680" }, "r438": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "05", "SubTopic": "10", "Subparagraph": "(a)-(d)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=6909625&loc=d3e227-128457" }, "r439": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463" }, "r44": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.20)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r440": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=79982066&loc=d3e1486-128463" }, "r441": { "Name": "Accounting Standards Codification", "Paragraph": "37", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=121600890&loc=d3e2207-128464" }, "r442": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=121647850&loc=d3e4845-128472" }, "r443": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=121598580&loc=d3e5333-128473" }, "r444": { "Name": "Accounting Standards Codification", "Paragraph": "38", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=121598580&loc=d3e5504-128473" }, "r445": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "25", "SubTopic": "30", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=6911189&loc=d3e6408-128476" }, "r446": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "30", "SubTopic": "30", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=116859721&loc=d3e6578-128477" }, "r447": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "30", "SubTopic": "30", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=116859721&loc=d3e6613-128477" }, "r448": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "35", "SubTopic": "30", "Subparagraph": "b", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=116859824&loc=d3e6819-128478" }, "r449": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(b)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=120321790&loc=d3e6927-128479" }, "r45": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.21)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r450": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(b)(1)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=120321790&loc=d3e6927-128479" }, "r451": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)(1)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=120321790&loc=d3e7008-128479" }, "r452": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "805", "URI": "http://asc.fasb.org/topic&trid=2303972" }, "r453": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=116870748&loc=SL6758485-165988" }, "r454": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=116870748&loc=SL6758485-165988" }, "r455": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=109239629&loc=d3e5614-111684" }, "r456": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c),(3)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684" }, "r457": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bb)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=121559654&loc=d3e5710-111685" }, "r458": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=121559654&loc=d3e5710-111685" }, "r459": { "Name": "Accounting Standards Codification", "Paragraph": "4D", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=121590274&loc=SL5624177-113959" }, "r46": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.22(a)(1))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r460": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=117815213&loc=d3e19207-110258" }, "r461": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=117815213&loc=d3e19207-110258" }, "r462": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bb)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=117815213&loc=d3e19207-110258" }, "r463": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bbb)(1)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=117815213&loc=d3e19207-110258" }, "r464": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bbb)(2)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=117815213&loc=d3e19207-110258" }, "r465": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=117815213&loc=d3e19207-110258" }, "r466": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=117815213&loc=d3e19207-110258" }, "r467": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=117815213&loc=d3e19207-110258" }, "r468": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=117815213&loc=d3e19279-110258" }, "r469": { "Name": "Accounting Standards Codification", "Paragraph": "6A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=117815213&loc=SL6742756-110258" }, "r47": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.22)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r470": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=75031198&loc=d3e14064-108612" }, "r471": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "230", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=98513438&loc=d3e33268-110906" }, "r472": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=118261656&loc=d3e32136-110900" }, "r473": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900" }, "r474": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(b)", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900" }, "r475": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(c)", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900" }, "r476": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(d)", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900" }, "r477": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900" }, "r478": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=6450520&loc=d3e32583-110901" }, "r479": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "830", "URI": "http://asc.fasb.org/topic&trid=2175825" }, "r48": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.24)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r480": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "835", "URI": "http://asc.fasb.org/extlink&oid=119993939&loc=d3e28541-108399" }, "r481": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "835", "URI": "http://asc.fasb.org/extlink&oid=119993939&loc=d3e28551-108399" }, "r482": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "835", "URI": "http://asc.fasb.org/extlink&oid=119993939&loc=d3e28555-108399" }, "r483": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "55", "SubTopic": "30", "Topic": "835", "URI": "http://asc.fasb.org/extlink&oid=114775985&loc=d3e28878-108400" }, "r484": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=121603541&loc=SL77918627-209977" }, "r485": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=121603541&loc=SL77918627-209977" }, "r486": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=121603541&loc=SL77918638-209977" }, "r487": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=121603541&loc=SL77918638-209977" }, "r488": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=121603541&loc=SL77918643-209977" }, "r489": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=121603541&loc=SL77918643-209977" }, "r49": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.25)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r490": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=121603541&loc=SL77918643-209977" }, "r491": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(1)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=121609121&loc=SL77918673-209980" }, "r492": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(3)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=121609121&loc=SL77918673-209980" }, "r493": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=121609121&loc=SL77918673-209980" }, "r494": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=121609121&loc=SL77918686-209980" }, "r495": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=121609121&loc=SL77918686-209980" }, "r496": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(g)(1)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=121609121&loc=SL77918686-209980" }, "r497": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(g)(2)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=121609121&loc=SL77918686-209980" }, "r498": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(g)(3)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=121609121&loc=SL77918686-209980" }, "r499": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(g)(4)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=121609121&loc=SL77918686-209980" }, "r5": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=121566466&loc=d3e6801-107765" }, "r50": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.29)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r500": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=121609121&loc=SL77918686-209980" }, "r501": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=121609121&loc=SL77918701-209980" }, "r502": { "Name": "Accounting Standards Codification", "Paragraph": "53", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=121568110&loc=SL77918982-209971" }, "r503": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(2)(i)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r504": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(2)(ii)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r505": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(3)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r506": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(bb)(1)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r507": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(bb)(2)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r508": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(bb)(3)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r509": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(1)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r51": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.29,30)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r510": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(2)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r511": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(3)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r512": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(1)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719" }, "r513": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(2)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719" }, "r514": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(3)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719" }, "r515": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719" }, "r516": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=66007379&loc=d3e113888-111728" }, "r517": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=109249958&loc=SL34722452-111729" }, "r518": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(1)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=116651436&loc=d3e122625-111746" }, "r519": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(2)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=116651436&loc=d3e122625-111746" }, "r52": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.29-31)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r520": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(3)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=116651436&loc=d3e122625-111746" }, "r521": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(4)(i)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=116651436&loc=d3e122625-111746" }, "r522": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(1)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=116651436&loc=d3e122739-111746" }, "r523": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(2)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=116651436&loc=d3e122739-111746" }, "r524": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(3)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=116651436&loc=d3e122739-111746" }, "r525": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(4)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=116651436&loc=d3e122739-111746" }, "r526": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(5)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=116651436&loc=d3e122739-111746" }, "r527": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(6)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=116651436&loc=d3e122739-111746" }, "r528": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(7)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=116651436&loc=d3e122739-111746" }, "r529": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(b)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=116651436&loc=d3e122739-111746" }, "r53": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.3,4)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r530": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(e)(1)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=116651436&loc=d3e122739-111746" }, "r531": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(e)(2)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=116651436&loc=d3e122739-111746" }, "r532": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(e)(3)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=116651436&loc=d3e122739-111746" }, "r533": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "910", "URI": "http://asc.fasb.org/extlink&oid=119991564&loc=SL119991595-234733" }, "r534": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 11.L)", "Topic": "924", "URI": "http://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856" }, "r535": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "926", "URI": "http://asc.fasb.org/extlink&oid=120154696&loc=d3e54445-107959" }, "r536": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "926", "URI": "http://asc.fasb.org/extlink&oid=120154821&loc=SL120154904-197079" }, "r537": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "926", "URI": "http://asc.fasb.org/extlink&oid=120154821&loc=SL120154904-197079" }, "r538": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "926", "URI": "http://asc.fasb.org/extlink&oid=120154821&loc=SL120154904-197079" }, "r539": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "340", "Topic": "928", "URI": "http://asc.fasb.org/extlink&oid=6473545&loc=d3e61844-108004" }, "r54": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.9)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r540": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(10)(1))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r541": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(11))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r542": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(13))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r543": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(15)(2))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r544": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(16))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r545": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(23))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r546": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03.15(5))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r547": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03.17)", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r548": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(22))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260" }, "r549": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(23))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260" }, "r55": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX210.5-02(13))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r550": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(26))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260" }, "r551": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(27))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260" }, "r552": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "470", "Subparagraph": "e", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=75038535&loc=d3e64711-112823" }, "r553": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "470", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=75038535&loc=d3e64711-112823" }, "r554": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "825", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=108315417&loc=d3e61044-112788" }, "r555": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(15)(b)(2))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r556": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(16))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r557": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(12))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r558": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(16))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r559": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(23)(a)(3))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r56": { "Name": "Accounting Standards Codification", "Paragraph": "10A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=121641772&loc=SL7669646-108580" }, "r560": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(23)(a)(4))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r561": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(25))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r562": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03.(a),19)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r563": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03.15(a))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r564": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(18))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263" }, "r565": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(19))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263" }, "r566": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(22))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263" }, "r567": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(23))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263" }, "r568": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(9))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263" }, "r569": { "Name": "Accounting Standards Codification", "Paragraph": "4H", "Publisher": "FASB", "Section": "50", "SubTopic": "40", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=116884468&loc=SL65671331-158438" }, "r57": { "Name": "Accounting Standards Codification", "Paragraph": "10A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=121641772&loc=SL7669646-108580" }, "r570": { "Name": "Accounting Standards Codification", "Paragraph": "7A", "Publisher": "FASB", "Section": "50", "SubTopic": "40", "Subparagraph": "(d)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121643868&loc=SL117782755-158439" }, "r571": { "Name": "Accounting Standards Codification", "Paragraph": "13H", "Publisher": "FASB", "Section": "55", "SubTopic": "40", "Subparagraph": "(a)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121639165&loc=SL117783719-158441" }, "r572": { "Name": "Accounting Standards Codification", "Paragraph": "13H", "Publisher": "FASB", "Section": "55", "SubTopic": "40", "Subparagraph": "(b)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121639165&loc=SL117783719-158441" }, "r573": { "Name": "Accounting Standards Codification", "Paragraph": "29F", "Publisher": "FASB", "Section": "55", "SubTopic": "40", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121639165&loc=SL117819544-158441" }, "r574": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(a)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121370832&loc=SL117420844-207641" }, "r575": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(b)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121370832&loc=SL117420844-207641" }, "r576": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(e)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121370832&loc=SL117420844-207641" }, "r577": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(f)(1)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121370832&loc=SL117420844-207641" }, "r578": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(f)(2)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121370832&loc=SL117420844-207641" }, "r579": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(g)(1)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121370832&loc=SL117420844-207641" }, "r58": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=121641772&loc=d3e637-108580" }, "r580": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(g)(2)(i)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121370832&loc=SL117420844-207641" }, "r581": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(g)(2)(ii)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121370832&loc=SL117420844-207641" }, "r582": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(g)(2)(iii)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121370832&loc=SL117420844-207641" }, "r583": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(g)(2)(iv)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121370832&loc=SL117420844-207641" }, "r584": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(h)(1)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121370832&loc=SL117420844-207641" }, "r585": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(h)(2)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121370832&loc=SL117420844-207641" }, "r586": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "310", "Subparagraph": "(SX 210.12-29(Footnote 4))", "Topic": "948", "URI": "http://asc.fasb.org/extlink&oid=120402547&loc=d3e617274-123014" }, "r587": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "740", "Topic": "954", "URI": "http://asc.fasb.org/extlink&oid=6491622&loc=d3e9504-115650" }, "r588": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "360", "Subparagraph": "(d)", "Topic": "958", "URI": "http://asc.fasb.org/extlink&oid=120429125&loc=d3e99779-112916" }, "r589": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "360", "Topic": "958", "URI": "http://asc.fasb.org/extlink&oid=120429125&loc=d3e99893-112916" }, "r59": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=121641772&loc=d3e681-108580" }, "r590": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "360", "Topic": "958", "URI": "http://asc.fasb.org/extlink&oid=120429125&loc=SL120174063-112916" }, "r591": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Column B))", "Topic": "970", "URI": "http://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024" }, "r592": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Column C))", "Topic": "970", "URI": "http://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024" }, "r593": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Column D))", "Topic": "970", "URI": "http://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024" }, "r594": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Column E))", "Topic": "970", "URI": "http://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024" }, "r595": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Column F))", "Topic": "970", "URI": "http://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024" }, "r596": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Column G))", "Topic": "970", "URI": "http://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024" }, "r597": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Column H))", "Topic": "970", "URI": "http://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024" }, "r598": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Column I))", "Topic": "970", "URI": "http://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024" }, "r599": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Footnote 2))", "Topic": "970", "URI": "http://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024" }, "r6": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=121566466&loc=d3e6911-107765" }, "r60": { "Name": "Accounting Standards Codification", "Paragraph": "14A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=121641772&loc=SL7669686-108580" }, "r600": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "985", "URI": "http://asc.fasb.org/extlink&oid=6501960&loc=d3e128462-111756" }, "r601": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "b" }, "r602": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "b-23" }, "r603": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "d1-1" }, "r604": { "Name": "Form 10-K", "Number": "249", "Publisher": "SEC", "Section": "310" }, "r605": { "Name": "Form 20-F", "Number": "249", "Publisher": "SEC", "Section": "220", "Subsection": "f" }, "r606": { "Name": "Form 40-F", "Number": "249", "Publisher": "SEC", "Section": "240", "Subsection": "f" }, "r607": { "Name": "Forms 10-K, 10-Q, 20-F", "Number": "240", "Publisher": "SEC", "Section": "13", "Subsection": "a-1" }, "r608": { "Name": "Regulation 12B", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "b-2" }, "r609": { "Name": "Regulation S-T", "Number": "232", "Publisher": "SEC", "Section": "405" }, "r61": { "Name": "Accounting Standards Codification", "Paragraph": "17B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=121641772&loc=SL34724394-108580" }, "r62": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=121641772&loc=SL7669619-108580" }, "r63": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=121641772&loc=SL7669619-108580" }, "r64": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=121641772&loc=SL7669619-108580" }, "r65": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=121641772&loc=SL7669625-108580" }, "r66": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=121641772&loc=SL7669625-108580" }, "r67": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=121641772&loc=d3e557-108580" }, "r68": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=116657188&loc=SL116659661-227067" }, "r69": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=121640130&loc=d3e1436-108581" }, "r7": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=121566466&loc=d3e6935-107765" }, "r70": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(20))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227" }, "r71": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(21))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227" }, "r72": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(24))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227" }, "r73": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(25))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227" }, "r74": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(4))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227" }, "r75": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(5))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227" }, "r76": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(8))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227" }, "r77": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(b)(2))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227" }, "r78": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227" }, "r79": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.2)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227" }, "r8": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=121566466&loc=d3e7018-107765" }, "r80": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.4)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227" }, "r81": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.7)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227" }, "r82": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.8)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227" }, "r83": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.9)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227" }, "r84": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "8", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227" }, "r85": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=114868883&loc=SL114871943-224233" }, "r86": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3179-108585" }, "r87": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3213-108585" }, "r88": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3213-108585" }, "r89": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3213-108585" }, "r9": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(1))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r90": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3255-108585" }, "r91": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3255-108585" }, "r92": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3291-108585" }, "r93": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3291-108585" }, "r94": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3291-108585" }, "r95": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3291-108585" }, "r96": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3367-108585" }, "r97": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3367-108585" }, "r98": { "Name": "Accounting Standards Codification", "Paragraph": "23", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3505-108585" }, "r99": { "Name": "Accounting Standards Codification", "Paragraph": "24", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3521-108585" } }, "version": "2.1" } ZIP 99 0001102993-21-000031-xbrl.zip IDEA: XBRL DOCUMENT begin 644 0001102993-21-000031-xbrl.zip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�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

]HISN[ ,(^+?3M;B,.QJM>VQXJP08[V]&9R(+.N MP)1EOP;$(+;S))64M]L?NC^9] U*LCY2QR'['?IR M?^U_JMX:>7-93 @?)HIDT:]V[BM'JBK+"J-*0(<[ZT/HR ^:R7RW4*2I%;\N MDWZ22H^UKS=%I8M-Q[$35E*T(O[1:\/ >O\4O7GA_W1HM05G7% MQ?5M#CJ""L=0N V#7J\"B4+GQ\I:_+!\_JDZL7?B/H]CV\MM#Z\O\'"GN,"N MO*+#R;R+8;+Y'%R&G5Z%.I7A6Z\VV"MM JDL/[XF=+V'2UUKA-"EQYFUJG3A MKN=OW*-@X1TR.HAH*G&K)!0LRFHL#2/!&,XXL])B@ETT3-$4M.#NB'"Z]H83 ML&ZFKJ1Y8YF1!YV6O';H:116V$\?)LZ#5GO?'SJ]?N]CSJO[)0<\AAT8#V ( MO[0[_NLK1^CWMG:J"/WYZ>[I#MNCGZ[V#^#OK3_A7CO?]__YS\G>P>'5WC^' MW_>NOE[L71U>[7ZX%J$_/;P\//'L\\&NV"V2%_^\VCW9%H>YYOO)+OE\LLWV M#S9S-/[BOU?P#%N'1]81+:67B+GM^<9&[N#N+;QL0_S>]QI@VWO53K?V ;RE]OO M7"N*/B7:RFLQ(B9 MV4'_N),#T\6OPX@J+MQ3[&6IO#1PEE;@K8^&%EI"7)\G]Y)-LF M>U^.1$B$&YW/L22/..@ZLBD%6 K&'(X6<*SH XMSE:VYE;8:Y:J70>E"LWIY M!0I/X0;_YM:S(7.%Z6'-3.XF0T.+."%&UX7G'4O+SL7NGT?)&0IS'9 *N8A6 M9 X!?TN(\A!5Y#@99]3P_SEI"BNRW!.'(M_SFI/=S2,7(MAK M3Q#3$B.NBN;A+B P\L .L^*Z[S,%LBF,!,"DYMSFZ207N6') 5(:D@UM L1;.U16I;\G@AVLW]K5@B M 3 !,(,">G"F-'+@H""2O#&&426]>PU;\BIB\>YMR2X%>L&I"@$3CH1@%'%, M%'),1J2Y$S)8AQW,T8:4ZX*S=:SF)&"NR'+7MJ1<\_W-HT22IC01%#73B)M< MY!<+A:Q5Q#HF8.8CK#E;UXRM4SYGS>]E2PZ*O;CA>9QA+'X*/EJWI,V"XUBL MXM.1DH72\H?M[G>+A)SP=Q[P^-;O5FC^) 4(E&O>3Y7;(,% Z(,LL8[A+E@ M($+,6"=N;I*Y8!$?@0;U(MYS$5/T(62@CTX(0'MAD298("HEIL(8&['*=30P MGJVD,8L"Y[F97Y[6)SFS_?I1RC^Z><\OG[E\?*!RA:HXC0XF+CFQ'RU/S>VG M5?O3!3B("B9:1\!GHLVP=RVS#OD -$X124FR-^#SJSG]]:K>N*I<:NN!JF$: ML]OO,+*.LEP"2<.".ZTUK*I8Z*_=Y,"=C^!N>>*!"VH'W20L[]Z/^X3W_CPB MD8*6!XDB\6#9B8W().N1]91*'9)E)MQ7_9\&U!^PI+6O-EI7YE0,) &8&YE+ M\B6/7&0228:)#2H8$?#KP'J]KH]95YCM$"D@.>$6X!P6 UGPR9%A#ANLYOK5]/7&H+SDGHF-1,B(JESP39*#7(J4(2QD)@$X&$25/4J=F[K*,U/$:A&3(& T*$8('-F;2!C+12MSD(4"#'<[@R_'<_J\'MN0J\@6T] =3\-Y.0TYL_B\ M;7-%K(D*=V7B_%31GGR0>>3*E<6X1M<:>W\Y&VTR!K\^.M!_'L^J([VY%-IY MM_6M[$)R%K]T^N5Q@***;776Z7VXWY0$QYBJ48RT2UW?%ADF'ZW+7#.=6Q M8AA5T6RW/#V=^^*6'7?RG:N9&,]-F#@X9<%L=ENQ7Q3]G3DS59XE**^=R_KF M"2O.=<"_+T#4.AM+'DE WEQ M\_&"8>+HL#A=,>Y4R-3T<:=3>YE7,?^53]44QPO+4HL6%O3B1FDKBDD5N>QW M+EFV"A"#BK3JQF3F]9(^W:/;4J=./KG5:_RZ^?&7QN;'#PU%-")XO5$=W2DA M=W(FUJLS/!6PV!"Z94F"_O31LH)03J# N$!9/C,%W^GG.CJCHB/]HC%UJSBR MGP^]E&*?+Y)/B!5%&JO2GZ Z52T4T*#37.0S=?R@5]6\OO%^'9MH)X]JV MQ8&M_(RY>D._+'=9SDBCF)%3T+BR6-/PG-M]SM2\PVH#LJXV4%<;>//5!DBS ML?CDS@-+#=QZ&N?:Z1TC Q&8< />,Q<^V"0](RFI&&6@N6OVZAS%''F6C?*K MF6>6U7>OV:22/7:J@CL%4,

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�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end

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