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Unassociated Document
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)
October 28, 2004
 
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)
 
(IRS Employer Identification No.)
 
   
462 Seventh Avenue, 21st Floor, 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 (see General Instruction A.2. below):

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. on October 28, 2004, announcing its results of operations and financial condition for the quarter ended September 30, 2004, 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.

(c) Exhibits. The following documents are included as exhibits to this report:

99.1  Press release issued October 28, 2004.





  
     
 

SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
   
LIVEPERSON, INC.
   
(Registrant)
     
October 28, 2004
  
/s/ TIMOTHY E. BIXBY
Date
  
Timothy E. Bixby
President, Chief Financial Officer and Secretary


  
     
 

EXHIBIT INDEX

Exhibit
99.1   Press release issued October 28, 2004.

 
Unassociated Document
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 Third Quarter Revenue Increases 39%
From Prior Year

NEW YORK, NY - October 28, 2004 - LivePerson, Inc. (NasdaqSC: LPSN), a leading provider of software solutions for online communications including sales, marketing and customer service, today announced financial results for the third quarter ended September 30, 2004.

Revenue for the third quarter was $4.4 million, a 39% increase from the third quarter of 2003, and a 1% sequential increase versus the second quarter of 2004. Revenue growth versus the prior year was due primarily to existing client growth, the addition of new clients and to a lesser extent, the Island Data acquisition effective January 1, 2004.

“The announcement of LivePerson Timpani, our hosted, multichannel platform for online communication, was the highlight of the third quarter,” CEO Robert LoCascio stated. “Though sequential sales growth in the quarter was less than we had expected, we expect greater sequential growth in the fourth quarter based on our current sales pipeline activity.”

The launch of Timpani establishes LivePerson as a provider of a fully integrated, multichannel communication solution for online businesses. Integrating chat, email and a self-service knowledgebase, Timpani provides an easy to implement hosted solution for businesses of all sizes that wish to communicate effectively with their online customers from a single customer contact database. Timpani’s integration of each online communication channel ensures that website visitors can access the right channel at the right time, thereby minimizing cost and increasing online sales.

Net income for the third quarter of 2004 was $0.6 million or $0.02 per share, as compared to net income of $0.7 million or $0.02 per share in the second quarter of 2004, and net income of $9,000, or $0.00 per share in the third quarter of 2003.

Earnings before interest, taxes, depreciation, amortization and non-cash compensation (EBITDA) for the third quarter of 2004 was $1.0 million versus $1.0 million in the second quarter of 2004 and $0.5 million in the third quarter of 2003.

A reconciliation of the differences between EBITDA and the most comparable financial measure calculated and presented in accordance with generally accepted accounting principles (GAAP) is located under the heading “Reconciliation of Non-GAAP Financial Information to GAAP” immediately following the Condensed Consolidated Statements of Operations included in this press release.

LivePerson considers EBITDA and cash from operations to be important financial indicators of the Company's operational strength and the performance of its business. EBITDA should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for, or superior to, GAAP results. The non-GAAP measures included in this press release have been reconciled to the nearest GAAP measure.


 
     
 

Financial Expectations
The Company currently expects the following financial results:
·   Sequential quarterly revenue growth of 3%, to $4.5 million for Q4 2004
·   Revenue of $17.3 million for the full year 2004
·   EBITDA of $0.02 per share and GAAP EPS of $0.01 in Q4 2004
·   EBITDA of $0.10 per share and GAAP EPS of $0.07 for the full year 2004

The difference between EBITDA per share, a non-GAAP measure, and GAAP EPS, is interest, taxes, depreciation, amortization and non-cash compensation and is expected to be $0.01 per share in Q4 and $0.03 per share for the full year 2004.
 



  
     
 

LivePerson, Inc.
Condensed Consolidated Statements of Operations
(In Thousands, Except Share and Per Share Data)

 
    
Three Months Ended 
Nine Months Ended
 
September 30, 
September 30,
  
 
    
(Unaudited) 
    
(Unaudited)
  
     
2004
2003
2004
2003
  
Total revenue
  
$
4,381
 
$
3,142
 
$
12,796
 
$
8,497
 
                           
Operating expenses:
                          
Cost of revenue
    
730
   
501
   
2,116
   
1,508
 
Product development
    
515
   
419
   
1,470
   
1,170
 
Sales and marketing
    
1,327
   
910
   
3,721
   
2,494
 
General and administrative
    
972
   
1,059
   
2,881
   
2,655
 
Amortization of other intangibles
    
204
   
253
   
563
   
760
 
Restructuring charge
    
-
   
-
   
-
   
1,024
 
Total operating expenses
    
3,748
   
3,142
   
10,751
   
9,611
 
                           
Income (loss) from operations
    
633
   
0
   
2,045
   
(1,114
)
                           
Other income, net
    
18
   
9
   
41
   
20
 
                           
Income (loss) before provision for income taxes
    
651
   
9
   
2,086
   
(1,094
)
                           
Provision for income taxes
    
25
   
-
   
58
   
-
 
                           
Net income (loss)
  
$
626
 
$
9
 
$
2,028
 
$
(1,094
)
                           
Basic net income (loss) per share
  
$
0.02
 
$
0.00
 
$
0.05
 
$
(0.03
)
                           
Diluted net income (loss) per share
  
$
0.02
 
$
0.00
 
$
0.05
 
$
(0.03
)
                           
Weighted average shares outstanding used in basic net
                          
income (loss) per share calculation
    
37,336,792
   
34,887,114
   
37,222,428
   
34,426,751
 
                           
Weighted average shares outstanding used in diluted net
                          
income (loss) per share calculation
    
37,336,792
   
35,668,024
   
37,770,159
   
34,426,751
 

  
     
 

LivePerson, Inc.
Reconciliation of Non-GAAP Financial Information to GAAP
(In Thousands, Except Share and Per Share Data)
 
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,
  
 
          
(Unaudited) 
    
(Unaudited)
  
           
2004
2003
2004
2003
  
Net income (loss) in accordance with generally
                                
accepted accounting principles
        
$
626
 
$
9
 
$
2,028
 
$
(1,094
)
Add/(less):
                                
(a) Amortization of other intangibles
    
204
   
253
   
563
   
760
 
(b) Non-cash compensation
    
58
   
143
   
187
   
191
 
(c) Depreciation
    
56
   
71
   
172
   
279
 
(d) Provision for income taxes
    
25
   
-
   
58
   
-
 
(e) Interest income, net
    
(18
)
  
(9
)
  
(41
)
  
(27
)
EBITDA (1)
       
$
951
 
$
467
 
$
2,967
 
$
109
 
Fully diluted EBITDA per share
        
$
0.03
 
$
0.01
 
$
0.08
 
$
0.00
 
                                 
Weighted average shares used in EBITDA per share calculation
                                
Fully diluted (2)
          
37,336,792
   
35,668,024
   
37,770,159
   
35,075,793
 
                                 
EBITDA
        
$
951
 
$
467
 
$
2,967
 
$
109
 
Add/(less):
                                
Changes in operating assets and liabilities
          
131
   
(252
)
  
(1,173
)
  
771
 
Provision for doubtful accounts
          
-
   
-
   
15
   
15
 
Provision for income taxes
          
(25
)
  
-
   
(58
)
  
-
 
Interest income, net
          
18
   
9
   
41
   
27
 
Net cash provided by operating activities
        
$
1,075
 
$
224
 
$
1,792
 
$
922
 

(1) Earnings before interest, taxes, depreciation and amortization.
                         
(2) The weighted average shares assumed to be outstanding under the EBITDA per share calculation is greater for certain periods as compared to the weighted average shares assumed to be outstanding in accordance with GAAP. This occurs when both a GAAP net loss and positive EBITDA per share exist in a given period.

  
     
 



LivePerson, Inc.
Condensed Consolidated Balance Sheets
(In Thousands, Except Share and Per Share Data)
 
               
 

 

 
September 30,
2004 

 

 
December 31, 2003

 

 

 

 
(unaudited) 

 

 

    
ASSETS
              
               
Current assets:
              
Cash and cash equivalents
  
$
12,287
 
$
10,898
 
Accounts receivable, net
    
1,088
   
1,239
 
Prepaid expenses and other current assets
    
518
   
318
 
Total current assets
    
13,893
   
12,455
 
               
Property and equipment, net
    
462
   
341
 
Other intangibles, net
    
1,950
   
361
 
Security deposits
    
137
   
129
 
Other assets
    
312
   
251
 
Total assets
  
$
16,754
 
$
13,537
 
               
LIABILITIES AND STOCKHOLDERS' EQUITY
             
               
Current liabilities:
              
Accounts payable
  
$
284
 
$
116
 
Accrued expenses
    
1,707
   
2,577
 
Deferred revenue
    
1,054
   
1,276
 
Total current liabilities
    
3,045
   
3,969
 
               
Other liabilities
    
312
   
232
 
               
Commitments and contingencies
              
               
Total stockholders' equity
   
13,397
   
9,336
 
Total liabilities and stockholders' equity
 
$
16,754
 
$
13,537
 

  
     
 

About LivePerson
LivePerson is a leading provider of software solutions for online communications including sales, marketing and customer service. LivePerson’s Timpani platform enables online businesses to identify and engage the right customer with the right communication channel at the right time, thereby enhancing the online experience. Chat, marketing and selling tools, a self-service knowledgebase and email management are combined with industry-leading channel matching technology, rules-based intelligence, routing and reporting, to offer clients the opportunity to increase sales, lower customer service costs and enhance the customer experience. Many among the company’s roster of more than 3,000 customers, including EarthLink, Microsoft, Hewlett Packard, Qwest, Verizon and AT&T, have reported significant savings, increased sales and high customer satisfaction using LivePerson's technologies. LivePerson is headquartered in New York City.

EBITDA Financial Disclosure
Investors are cautioned that the EBITDA, or earnings before interest, taxes, depreciation, amortization and non-cash compensation, information contained in this press release is not a financial measure under generally accepted accounting principles. In addition, it should not be construed as an alternative to any other measures of performance determined in accordance with generally accepted accounting principles, 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 such as EBITDA, 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.

Forward Looking Statements
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 progresses, 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 the quarter. Although these expectations may change, we are under no obligation to inform you if they do. Our company policy is generally to provide our expectations only once per quarter, and not to update that information until the next quarter. Actual events or results may differ materially from those contained in the projections or forward-looking statements. The following factors, among others, could cause our actual results to differ materially from those described in a forward-looking statement: our history of losses; potential fluctuations in our quarterly and annual results; responding to rapid technological change and changing client preferences; competition in the real-time sales, marketing and customer service 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 possible unavailability of financing as and if needed; risks related to the operational integration of acquisitions; risks related to our international operations, particularly our operations in Israel, and the current civil and political unrest in that region; 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.