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): May 6, 2009
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:
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
o
|
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 May 6, 2009,
announcing its results of operations and financial condition for the quarter
ended March 31, 2009, 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 May 6, 2009.
|
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:
May 6, 2009
|
By:
|
/s/ TIMOTHY E. BIXBY
|
|
|
Timothy
E. Bixby
|
|||
|
President
and Chief Financial Officer
|
|||
EXHIBIT
INDEX
|
99.1
|
Press
release issued May 6, 2009.
|
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 First Quarter 2009 Financial Results
|
|
·
|
Quarterly revenue increases 17%
from prior year
|
|
|
·
|
EBITDA per share of $0.11 for
first quarter
|
|
|
·
|
EPS of $0.03 for first
quarter
|
NEW YORK,
NY – May 6, 2009 – LivePerson, Inc. (Nasdaq: LPSN), a leading provider of online
engagement solutions that facilitate real-time assistance and expert advice,
today announced financial results for the first quarter ended March 31,
2009.
Revenue
Revenue
for the first quarter was $19.9 million, a 17% increase from the first quarter
of 2008, and a 2% sequential increase as compared to the fourth quarter of 2008.
Revenue from business operations for the first quarter was $17.4 million, a 4%
increase as compared to the fourth quarter of 2008 and a 21% increase from the
first quarter of 2008. Revenue from consumer operations, though down
7% from the prior year quarter, increased 4% sequentially from the fourth
quarter of 2008.
“Overall,
we are very pleased with our financial performance for the quarter,” CEO Robert
LoCascio said. “Our first quarter revenue increased 17% as compared to the prior
year, while EBITDA and EPS both significantly exceeded our guidance.” LoCascio
continued, “In the near term, we see the potential for balanced and profitable
growth across the company, including both business and consumer operations, and
are cautiously optimistic that continued investment in the online channel by our
customers will translate to increased demand for our solutions in the second
half of 2009.”
Client
and Partner Expansion
LivePerson
added several new clients during the first quarter, including:
|
|
·
|
Patagonia
|
|
|
·
|
Sky
– Italia
|
|
|
·
|
Thomas
Cook (UK)
|
|
|
·
|
One
of the top 4 US banks
|
|
|
·
|
A
leading consumer audio equipment
manufacturer
|
|
|
·
|
A
leading European cellular service
provider
|
The
company also expanded business with existing customers, including:
|
|
·
|
CapitalOne
|
|
|
·
|
1
800 Flowers.com
|
|
|
·
|
One
of the top 3 US banks
|
Net
Income/Loss
Net
income for the first quarter of 2009 was $1.3 million or $0.03 per share as
compared to a net loss of $0.2 million or $0.00 per share in the first 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 Operations included below.
The
difference between EBITDA per share, a non-GAAP measure, and GAAP EPS, is
interest, taxes, depreciation, amortization, stock-based compensation and other
non-cash charges, if any. 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 first quarter of 2009 was $3.0 million or $0.06 per share, as
compared to $1.4 million or $0.03 per share in the comparable period in 2008,
and $1.3 million or $0.03 per share in the fourth quarter of 2008.
EBITDA
for the first quarter of 2009 was $5.2 million or $0.11 per share, as compared
to $1.7 million or $0.04 per share in the first quarter of 2008, and $3.5
million or $0.07 per share in the fourth quarter of 2008.
Cash
The
company’s cash balance was $28.0 million at March 31, 2009 as compared to $25.5
million as of December 31, 2008. The company generated $2.8 million
from operations in the first quarter. Also during the first quarter,
the company incurred planned capital expenditures related primarily to the
purchase of servers and computer networking equipment, resulting in a cash
outlay of approximately $0.5 million.
Financial
Expectations
Second Quarter
2009
|
|
·
|
Revenue
of $20.5 - $21.0 million
|
|
|
·
|
EBITDA
of $0.06 - $0.08 per share
|
|
|
·
|
GAAP
EPS of $0.00 - $0.01
|
|
|
·
|
Fully
diluted share count of approximately 49
million
|
Full Year
2009
|
|
·
|
Revenue
of $84 - $86 million
|
|
|
·
|
EBITDA
of $0.25 - $0.30 per share
|
|
|
·
|
GAAP
EPS of $0.05 - $0.07
|
|
|
·
|
Fully
diluted share count of approximately 49
million
|
Other
Full Year 2009 Assumptions
|
|
·
|
Amortization
of intangibles of approximately $2.0
million
|
|
|
·
|
Stock-compensation
expense of approximately $4.0
million
|
|
|
·
|
Depreciation
of approximately $4.0 million
|
|
|
·
|
Effective
tax rate of approximately 55%
|
|
|
·
|
Cash
tax rate of approximately 40%
|
|
|
·
|
Capital
expenditures of approximately $7.0 - $9.0
million
|
Stock-Based
Compensation
Included
in the accompanying financial results are expenses related to stock-based
compensation, as follows (in thousands):
|
Q1
2009
|
|
|||
|
Cost
of revenue
|
$ | 159 | ||
|
Product
development
|
302 | |||
|
Sales
and marketing
|
308 | |||
|
General
and administrative
|
392 | |||
|
Total
|
$ | 1,161 | ||
Amortization
of Intangible Assets
Included
in the accompanying financial results are expenses related to the amortization
of intangible assets, as follows (in thousands):
| Q1 2009 | ||||
|
Cost
of revenue
|
$ | 307 | ||
|
General
and administrative
|
272 | |||
|
Total
|
$ | 579 | ||
|
LivePerson,
Inc.
|
|
Condensed
Consolidated Statements of Operations
|
|
(In
Thousands, Except Share and Per Share Data)
|
|
Unaudited
|
|
Three
Months Ended
|
||||||||
|
March 31,
|
||||||||
|
2009
|
2008
|
|||||||
|
Revenue
|
$ | 19,919 | $ | 17,085 | ||||
|
Operating
expenses:
|
||||||||
|
Cost
of revenue
|
4,285 | 4,886 | ||||||
|
Product
development
|
2,701 | 3,074 | ||||||
|
Sales
and marketing
|
6,504 | 5,798 | ||||||
|
General
and administrative
|
3,521 | 3,180 | ||||||
|
Amortization
of intangibles
|
272 | 391 | ||||||
|
Total
operating expenses
|
17,283 | 17,329 | ||||||
|
Income
(loss) from operations
|
2,636 | (244 | ) | |||||
|
Other
(expense) income, net
|
(85 | ) | 81 | |||||
|
Income
(loss) before provision for income taxes
|
2,551 | (163 | ) | |||||
|
Provision
for income taxes
|
1,280 | 49 | ||||||
|
Net
income (loss)
|
$ | 1,271 | $ | (212 | ) | |||
|
Basic
net income (loss) per common share
|
$ | 0.03 | $ | (0.00 | ) | |||
|
Diluted
net income (loss) per common share
|
$ | 0.03 | $ | (0.00 | ) | |||
|
Weighted
average shares outstanding used in basic net
|
||||||||
|
income
(loss) per common share calculation
|
47,468,781 | 47,892,703 | ||||||
|
Weighted
average shares outstanding used in diluted net
|
||||||||
|
income
(loss) per common share calculation
|
48,031,054 | 47,892,703 | ||||||
|
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
|
||||||||||
|
March 31,
|
||||||||||
|
2009
|
2008
|
|||||||||
| Net income (loss) in accordance with generally | ||||||||||
|
accepted
accounting principles
|
$ | 1,271 | $ | (212 | ) | |||||
|
Add/(less):
|
||||||||||
|
(a)
|
Amortization
of intangibles
|
579 | 698 | |||||||
|
(b)
|
Stock-based
compensation
|
1,161 | 959 | |||||||
|
(c)
|
Depreciation
|
801 | 323 | |||||||
|
(d)
|
Provision
for income taxes
|
1,280 | 49 | |||||||
|
(e)
|
Other
expense (income), net
|
85 | (81 | ) | ||||||
| EBITDA (1) | $ | 5,177 | $ | 1,736 | ||||||
| Diluted EBITDA per common share | $ | 0.11 | $ | 0.04 | ||||||
| Weighted average shares used in diluted EBITDA | ||||||||||
|
per
common share
|
48,031,054 | 47,892,703 | ||||||||
| Net income (loss) in accordance with generally | ||||||||||
|
accepted
accounting principles
|
$ | 1,271 | $ | (212 | ) | |||||
|
Add:
|
||||||||||
|
(a)
|
Amortization
of intangibles
|
579 | 698 | |||||||
|
(b)
|
Stock-based
compensation
|
1,161 | 959 | |||||||
| Adjusted net income | $ | 3,011 | $ | 1,445 | ||||||
| Diluted adjusted net income per common share | $ | 0.06 | $ | 0.03 | ||||||
| Weighted average shares used in diluted adjusted net income | ||||||||||
|
per
common share
|
48,031,054 | 47,892,703 | ||||||||
| EBITDA | $ | 5,177 | $ | 1,736 | ||||||
|
Add/(less):
|
||||||||||
|
(a)
|
Changes
in operating assets and liabilities
|
(1,303 | ) | (2,150 | ) | |||||
|
(b)
|
Provision
for doubtful accounts
|
- | 68 | |||||||
|
(c)
|
Provision
for income taxes
|
(1,280 | ) | (49 | ) | |||||
|
(d)
|
Deferred
income taxes
|
324 | (13 | ) | ||||||
|
(e)
|
Other
(expense) income, net
|
(85 | ) | 81 | ||||||
| Net cash provided by (used in) operating activities | $ | 2,833 | $ | (327 | ) | |||||
|
(1) Earnings
before interest, taxes, depreciation, amortization and stock-based
compensation.
|
|
|
LivePerson,
Inc.
|
|
Condensed
Consolidated Balance Sheets
|
|
(In
Thousands)
|
|
Unaudited
|
|
March 31, 2009
|
December 31, 2008
|
|||||||
|
ASSETS
|
||||||||
|
Current
assets:
|
||||||||
|
Cash
and cash equivalents
|
$ | 28,009 | $ | 25,500 | ||||
|
Accounts
receivable, net
|
9,131 | 7,574 | ||||||
|
Prepaid
expenses and other current assets
|
1,568 | 1,706 | ||||||
|
Deferred
tax assets, net
|
1,242 | 1,772 | ||||||
|
Total
current assets
|
39,950 | 36,552 | ||||||
|
Property
and equipment, net
|
7,123 | 7,473 | ||||||
|
Intangibles,
net
|
3,740 | 4,319 | ||||||
|
Goodwill
|
24,469 | 24,388 | ||||||
|
Deferred
tax assets, net
|
7,536 | 7,330 | ||||||
|
Deferred
implementation costs
|
134 | 147 | ||||||
|
Security
deposits
|
330 | 349 | ||||||
|
Other
assets
|
1,222 | 1,390 | ||||||
|
Total
assets
|
$ | 84,504 | $ | 81,948 | ||||
|
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
||||||||
|
Current
liabilities:
|
||||||||
|
Accounts
payable
|
$ | 4,033 | $ | 3,555 | ||||
|
Accrued
expenses
|
7,778 | 9,088 | ||||||
|
Deferred
revenue
|
4,857 | 3,985 | ||||||
|
Total
current liabilities
|
16,668 | 16,628 | ||||||
|
Deferred
revenue, net of current
|
372 | 347 | ||||||
|
Other
liabilities
|
1,222 | 1,390 | ||||||
|
Total
liabilities
|
18,262 | 18,365 | ||||||
|
Commitments
and contingencies
|
||||||||
|
Total
stockholders' equity
|
66,242 | 63,583 | ||||||
|
Total
liabilities and stockholders' equity
|
$ | 84,504 | $ | 81,948 | ||||
About
LivePerson
LivePerson
is a provider of online engagement solutions that facilitate real-time
assistance and expert advice. Connecting businesses and experts with consumers
seeking help on the Web, LivePerson's hosted software platform creates more
relevant, compelling and personalized online experiences. Every month,
LivePerson's intelligent platform helps millions of people succeed online; more
than 7,000 companies, including EarthLink, Hewlett-Packard, Microsoft, Qwest,
and Verizon, rely on LivePerson to maximize the impact of the online channel.
LivePerson is headquartered in New York City.
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.