UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date
of
Report (Date of earliest event reported): November
5, 2008
LivePerson,
Inc.
(Exact
Name of Registrant as Specified in its Charter)
|
Delaware
|
0-30141
|
13-3861628
|
|
(State
or other Jurisdiction
of
Incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer
Identification
No.)
|
|
462
Seventh Avenue, New York, New York
|
10018
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
|
Registrant's
telephone number, including area code:
(212) 609-4200
|
___________________________________________________________
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
|
[
]
|
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
|
[
]
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
[
]
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
|
|
[
]
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
|
Item
2.02. Results
of Operations and Financial Condition.
A
copy of
the press release issued by LivePerson, Inc. (the “Registrant”) on November 5,
2008, announcing its results of operations and financial condition for the
quarter ended September 30, 2008, is included herewith as Exhibit 99.1 and
is
incorporated herein by reference. The information included in this Current
Report on Form 8-K (including Exhibit 99.1 hereto) that is furnished pursuant
to
this Item 2.02 shall not be deemed to be “filed” for the purposes of Section 18
of the Securities Exchange Act of 1934, as amended, or otherwise subject to
the
liabilities of that Section or Sections 11 and 12(a) (2) of the Securities
Act
of 1933, as amended. The information contained herein and in the accompanying
exhibit shall not be incorporated by reference into any filing of the
Registrant, whether made before or after the date hereof, regardless of any
general incorporation language in such filing, unless expressly incorporated
by
specific reference into such filing.
Item
9.01. Financial
Statements and Exhibits.
(d)
Exhibits. The following documents are included as exhibits to this
report:
| 99.1 |
Press
release issued November 5, 2008.
|
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| LIVEPERSON, INC. | ||
|
(Registrant)
|
||
| |
|
|
|
Date:
November 5, 2008
|
By: | /s/ TIMOTHY E. BIXBY |
|
Timothy
E. Bixby
|
||
|
President
and Chief Financial
Officer
|
||
EXHIBIT
INDEX
|
99.1
|
Press
release issued November 5, 2008.
|
For
Immediate Release
Media
Contacts:
|
Tim
Bixby
LivePerson,
Inc.
(212)
609-4200
bixby@liveperson.com
|
Budd
Zuckerman
Genesis
Select Corp.
(303)
415-0200
budd@genesisselect.com
|
LivePerson
Reports Third Quarter 2008 Financial Results
| · |
Quarterly
revenue increases 51% from prior
year
|
| · |
Business
solutions revenue grows 30% from prior year, and 6% from prior
quarter
|
| · |
GAAP
EPS is $0.01 for third
quarter
|
| · |
EBITDA
per share is $0.05 for third
quarter
|
NEW
YORK,
NY - November 5, 2008 - LivePerson, Inc. (Nasdaq: LPSN), a leading provider
of
online communication platforms that facilitate real-time assistance and expert
advice, today announced financial results for the third quarter ended September
30, 2008.
Revenue
Revenue
for the third quarter was $19.4 million, a 51% increase from the third quarter
of 2007, and a 4% sequential increase as compared to the second quarter of
2008.
Revenue from business solutions for the third quarter was $16.7 million, a
30%
increase from the third quarter of 2007, and a 6% sequential increase as
compared to the preceding quarter.
Sequential
revenue growth was due primarily to expansion of existing enterprise customers,
as well as sales to new small business customers.
“LivePerson
delivered another strong quarter with revenue, earnings and cash flow all in
line with guidance,” CEO Robert LoCascio said. “In today’s uncertain economic
climate, consumers are turning to the Web now more than ever for advice,
information and answers. LivePerson’s platform enables individuals to
connect with businesses and independent experts alike, giving people the
personalized information they need, when they need it.”
Client
and Partner Expansion
LivePerson
added several new clients, including:
| · |
One
of the largest cable providers in the nation
|
| · |
A
world leader in the mobile phone
industry
|
| · |
A
global management consulting, technology services and outsourcing
company
|
| · |
Quest
Software EMEA
|
The
company expanded business with several existing customers,
including:
| · |
Verizon
|
| · |
AT&T
|
| · |
National
City Corporation
|
| · |
An
industry leader in personal computers and digital
media
|
| · |
A
prominent resort and theme park
operator
|
Net
Income
Net
income for the third quarter of 2008 was $0.4 million or $0.01 per share as
compared to net income of $1.6 million or $0.03 per share in the third quarter
of 2007, and a net loss of $0.2 million or $0.00 per share in the second quarter
of 2008.
Adjusted
Net Income and EBITDA
LivePerson
considers adjusted net income and earnings before interest, taxes, depreciation
and amortization (EBITDA) to be important financial indicators of the company's
operational strength and the performance of its business. These results should
be considered in addition to results prepared in accordance with generally
accepted accounting principles (GAAP), but should not be considered as a
substitute for, or superior to, GAAP results.
A
reconciliation of the differences between EBITDA and adjusted net income, and
the most comparable financial measure calculated and presented in accordance
with GAAP, is presented under the heading “Reconciliation of Non-GAAP Financial
Information to GAAP” immediately following the Condensed Consolidated Statements
of Income included below.
The
difference between EBITDA per share, a non-GAAP measure, and GAAP EPS, is
interest, taxes, depreciation, amortization and stock-based compensation. The
difference between adjusted net income per share and GAAP EPS is amortization
of
intangible assets and stock-based compensation.
Adjusted
net income for the third quarter of 2008 was $2.1 million or $0.04 per share,
as
compared to $2.8 million or $0.06 per share in the comparable period in 2007,
and $1.7 million or $0.04 per share in the second quarter of 2008.
EBITDA
for the third quarter of 2008 was $2.7 million or $0.05 per share, as compared
to $2.7 million or $0.06 per share in the third quarter of 2007, and $1.9
million or $0.04 per share in the second quarter of 2008.
Cash
The
company’s cash balance is $23.8 million at September 30, 2008 as compared to
$23.5 million as of June 30, 2008. The company generated approximately $2.7
million from operations. Also during the third quarter, the company incurred
capital expenditures related primarily to the purchase of servers and computer
networking equipment, resulting in a cash outlay of approximately $2.4 million.
Financial
Expectations
Fourth
Quarter 2008
| · |
Revenue
of $20.0 - $20.5 million
|
| · |
EBITDA
of $0.04 - $0.05 per share
|
| · |
Adjusted
net income of $0.02 - $0.04 per
share
|
| · |
Fully
diluted share count of approximately 49
million
|
Full
Year 2008
| · |
Revenue
of $75.0 - $75.5 million
|
| · |
EBITDA
of $0.16 - $0.18 per share
|
| · |
Adjusted
net income of $0.13 - $0.14 per
share
|
| · |
Fully
diluted share count of approximately 49
million
|
Stock-Based
Compensation
Included
in the accompanying financial results are expenses related to stock-based
compensation, as follows (in thousands):
|
Q3
2008
|
||||
| Cost of revenue | $ | 145 | ||
| Product development | 302 | |||
| Sales and marketing | 292 | |||
| General and administrative | 275 | |||
|
Total
|
$ | 1,014 | ||
Amortization
of Intangible Assets
Included
in the accompanying financial results are expenses related to the amortization
of intangible assets, as follows (in thousands):
|
Q3
2008
|
||||
| Cost of revenue | $ | 307 | ||
| General and administrative | 352 | |||
|
Total
|
$ | 659 | ||
LivePerson,
Inc.
Condensed
Consolidated Statements of Income
(In
Thousands, Except Share and Per Share Data)
Unaudited
|
Three
Months Ended
|
Nine
Months Ended
|
||||||||||||
|
September
30,
|
September
30,
|
||||||||||||
|
2008
|
2007
|
2008
|
2007
|
||||||||||
|
Total
revenue
|
$
|
19,375
|
$
|
12,823
|
$
|
55,048
|
$
|
35,453
|
|||||
|
Operating
expenses:
|
|||||||||||||
|
Cost
of revenue
|
5,226
|
3,305
|
15,346
|
9,199
|
|||||||||
|
Product
development
|
3,299
|
2,169
|
9,876
|
6,033
|
|||||||||
|
Sales
and marketing
|
6,624
|
3,556
|
18,864
|
10,470
|
|||||||||
|
General
and administrative
|
3,399
|
2,274
|
10,034
|
6,353
|
|||||||||
|
Amortization
of other intangibles
|
352
|
242
|
1,134
|
725
|
|||||||||
|
Total
operating expenses
|
18,900
|
11,546
|
55,254
|
32,780
|
|||||||||
|
Income
(loss) income from operations
|
475
|
1,277
|
(206
|
)
|
2,673
|
||||||||
|
Other
(expense) income, net
|
(44
|
)
|
309
|
145
|
744
|
||||||||
|
Income
(loss) before benefit from income taxes
|
431
|
1,586
|
(61
|
)
|
3,417
|
||||||||
|
Provision
for (benefit from) income taxes
|
21
|
-
|
(68
|
)
|
-
|
||||||||
|
Net
income
|
$
|
410
|
$
|
1,586
|
$
|
7
|
$
|
3,417
|
|||||
|
Basic
net income per common share
|
$
|
0.01
|
$
|
0.04
|
$
|
0.00
|
$
|
0.08
|
|||||
|
Diluted
net income per common share
|
$
|
0.01
|
$
|
0.03
|
$
|
0.00
|
$
|
0.07
|
|||||
|
Weighted
average shares outstanding used in basic net
|
|||||||||||||
|
income
per common share calculation
|
47,229,252
|
43,080,475
|
47,433,924
|
42,469,631
|
|||||||||
|
Weighted
average shares outstanding used in diluted net
|
|||||||||||||
|
income
per common share calculation
|
48,678,016
|
46,328,876
|
49,064,151
|
45,942,436
|
|||||||||
LivePerson,
Inc.
Reconciliation
of Non-GAAP Financial Information to GAAP
(In
Thousands, Except Share and Per Share Data)
Unaudited
Unaudited
Supplemental Data
The
following information is not a financial measure under generally accepted
accounting principles (GAAP). In addition, it should not be construed as
an
alternative to any other measures of performance determined in accordance
with
GAAP, or as an indicator of our operating performance, liquidity or cash
flows
generated by operating, investing and financing activities as there may
be
significant factors or trends that it fails to address. We present this
financial information because we believe that it is helpful to some investors
as
one measure of our operations. We caution investors that non-GAAP financial
information, by its nature, departs from traditional accounting conventions;
accordingly, its use can make it difficult to compare our results with
our
results from other reporting periods and with the results of other
companies.
|
Three
Months Ended
|
Nine
Months Ended
|
||||||||||||
|
September
30,
|
September
30,
|
||||||||||||
|
2008
|
2007
|
2008
|
2007
|
||||||||||
|
Net
income in accordance with generally
|
|||||||||||||
|
accepted
accounting principles
|
$
|
410
|
$
|
1,586
|
$
|
7
|
$
|
3,417
|
|||||
|
Add/(less):
|
|||||||||||||
|
(a)
Amortization of intangibles
|
659
|
329
|
2,055
|
978
|
|||||||||
|
(b)
Stock-based compensation
|
1,014
|
930
|
3,178
|
2,642
|
|||||||||
|
(c)
Depreciation
|
526
|
146
|
1,324
|
585
|
|||||||||
|
(d)
Provision for (benefit from) income taxes
|
21
|
-
|
(68
|
)
|
-
|
||||||||
|
(e)
Other expense (income), net
|
44
|
(309
|
)
|
(145
|
)
|
(744
|
)
|
||||||
|
EBITDA
(1)
|
$
|
2,674
|
$
|
2,682
|
$
|
6,351
|
$
|
6,878
|
|||||
|
Diluted
EBITDA per common share
|
$
|
0.05
|
$
|
0.06
|
$
|
0.13
|
$
|
0.15
|
|||||
|
Weighted
average shares used in diluted EBITDA
|
|||||||||||||
|
per
common share
|
48,678,016
|
46,328,876
|
49,064,151
|
45,942,436
|
|||||||||
|
Net
(loss) income in accordance with generally
|
|||||||||||||
|
accepted
accounting principles
|
$
|
410
|
$
|
1,586
|
$
|
7
|
$
|
3,417
|
|||||
|
Add:
|
|||||||||||||
|
(a)
Amortization of intangibles
|
659
|
329
|
2,055
|
978
|
|||||||||
|
(b)
Stock-based compensation
|
1,014
|
930
|
3,178
|
2,642
|
|||||||||
|
Adjusted
net income
|
$
|
2,083
|
$
|
2,845
|
$
|
5,240
|
$
|
7,037
|
|||||
|
Diluted
adjusted net income per common share
|
$
|
0.04
|
$
|
0.06
|
$
|
0.11
|
$
|
0.15
|
|||||
|
Weighted
average shares used in diluted adjusted net income
|
|||||||||||||
|
per
common share
|
48,678,016
|
46,328,876
|
49,064,151
|
45,942,436
|
|||||||||
|
EBITDA
|
$
|
2,674
|
$
|
2,682
|
$
|
6,351
|
$
|
6,878
|
|||||
|
Add/(less):
|
|||||||||||||
|
(a)
Changes in operating assets and liabilities
|
(170
|
)
|
795
|
(338
|
)
|
406
|
|||||||
|
(b)
Provision for doubtful accounts
|
-
|
54
|
68
|
74
|
|||||||||
|
(c)
(Provision for) benefit from income taxes
|
(21
|
)
|
-
|
68
|
-
|
||||||||
|
(d)
Deferred income taxes
|
211
|
(1,437
|
)
|
(39
|
)
|
(3,521
|
)
|
||||||
|
(e)
(Other expense) income, net
|
(44
|
)
|
309
|
145
|
744
|
||||||||
|
Net
cash provided by operating activities
|
$
|
2,650
|
$
|
2,403
|
$
|
6,255
|
$
|
4,581
|
|||||
| (1) |
Earnings
before interest, taxes, depreciation, amortization and stock-based
compensation.
|
LivePerson,
Inc.
Condensed
Consolidated Balance Sheets
(In
Thousands)
Unaudited
|
September
30, 2008
|
December
31, 2007
|
||||||
|
ASSETS
|
|||||||
|
Current
assets:
|
|||||||
|
Cash
and cash equivalents
|
$
|
23,773
|
$
|
26,222
|
|||
|
Accounts
receivable, net
|
6,910
|
6,026
|
|||||
|
Prepaid
expenses and other current assets
|
2,270
|
1,802
|
|||||
|
Deferred
tax assets, net
|
1,569
|
42
|
|||||
|
Total
current assets
|
34,522
|
34,092
|
|||||
|
Property
and equipment, net
|
7,462
|
3,733
|
|||||
|
Intangibles,
net
|
4,898
|
6,953
|
|||||
|
Goodwill
|
47,971
|
51,684
|
|||||
|
Deferred
tax assets, net
|
6,336
|
4,202
|
|||||
|
Security
deposits
|
385
|
499
|
|||||
|
Other
assets
|
1,677
|
1,325
|
|||||
|
Total
assets
|
$
|
103,251
|
$
|
102,488
|
|||
|
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|||||||
|
Current
liabilities:
|
|||||||
|
Accounts
payable
|
$
|
4,022
|
$
|
3,067
|
|||
|
Accrued
expenses
|
8,366
|
9,191
|
|||||
|
Deferred
revenue
|
4,408
|
4,000
|
|||||
|
Deferred
tax liabilities, net
|
-
|
193
|
|||||
|
Total
current liabilities
|
16,796
|
16,451
|
|||||
|
Other
liabilities
|
1,677
|
1,325
|
|||||
|
Commitments
and contingencies
|
|||||||
|
Total
stockholders' equity
|
84,778
|
84,712
|
|||||
|
Total
liabilities and stockholders' equity
|
$
|
103,251
|
$
|
102,488
|
|||
About LivePerson
LivePerson,
founded in 1995 and headquartered in New York City, is a leading provider of
online communication platforms that facilitate real-time assistance and expert
advice. Intelligently connecting businesses and individual experts with
consumers seeking help on the Web, LivePerson’s platforms create more relevant,
compelling and personalized online experiences. Every month, millions of people
turn to LivePerson to get the information and advice they need to succeed
online. More than 7,000 companies, including EarthLink, Hewlett-Packard,
Microsoft, Qwest, and Verizon, and 30,000 individual experts rely on LivePerson
to maximize the impact of the online channel.
Non-GAAP
Financial Disclosure
Investors
are cautioned that the EBITDA, or earnings before interest, taxes, depreciation,
amortization and stock-based compensation, and adjusted net income, or net
income excluding amortization of intangible assets and stock-based compensation,
information contained in this press release are not financial measures under
generally accepted accounting principles. In addition, they should not be
construed as alternatives to any other measures of performance determined in
accordance with generally accepted accounting principles, or as indicators
of
our operating performance, liquidity or cash flows generated by operating,
investing and financing activities, as there may be significant factors or
trends that they fail to address. We present this financial information because
we believe that it is helpful to some investors as a measure of our performance.
We caution investors that non-GAAP financial information, by its nature, departs
from traditional accounting conventions; accordingly, its use can make it
difficult to compare our current results with our results from other reporting
periods and with the results of other companies.
Safe
Harbor Provision
Statements
in this press release regarding LivePerson that are not historical facts are
forward-looking statements and are subject to risks and uncertainties that
could
cause actual future events or results to differ materially from such statements.
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 quarter
and year progresses, and therefore it should be clearly understood that the
internal projections and beliefs upon which we base our expectations may change.
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. Some of the factors that
could
cause actual results to differ materially from the forward-looking statements
contained herein include, without limitation: risks related to the operational
integration of acquisitions; risks related to our increased operations in the
direct-to-consumer market; risks related to our international operations,
particularly our operations in Israel, and the civil and political unrest in
that region; volatility of the value of certain currencies in relation to the
US
dollar, particularly the New Israeli Shekel, U.K. pound and Euro; our history
of
losses; potential fluctuations in our quarterly and annual results; impairments
to goodwill that result in significant charges to earnings; responding to rapid
technological change and changing client preferences; competition in the
real-time sales, marketing, customer service and online engagement solutions
market; continued use by our clients of the LivePerson services and their
purchase of additional services; technology systems beyond our control and
technology-related defects that could disrupt the LivePerson services; risks
related to adverse business conditions experienced by our clients; our
dependence on key employees; competition for qualified personnel; the impact
of
new accounting rules, including the requirement to expense stock options; the
possible unavailability of financing as and if needed; risks related to
protecting our intellectual property rights or potential infringement of the
intellectual property rights of third parties; our dependence on the continued
use of the Internet as a medium for commerce and the viability of the
infrastructure of the Internet; and risks related to the regulation or possible
misappropriation of personal information. This list is intended to identify
only
certain of the principal factors that could cause actual results to differ
from
those discussed in the forward-looking statements. Readers are referred to
the
reports and documents filed from time to time by us with the Securities and
Exchange Commission for a discussion of these and other important risk factors
that could cause actual results to differ from those discussed in
forward-looking statements.