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
1, 2005
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, 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:
|
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 November 1, 2005, announcing
its
results of operations and financial condition for the quarter ended September
30, 2005, 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 November 1,
2005.
|
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)
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||
| |
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|
|
Date:
November 1, 2005
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By: |
/s/
TIMOTHY E. BIXBY
|
|
Timothy
E. Bixby
|
||
|
President,
Chief Financial Officer and
Secretary
|
||
EXHIBIT
INDEX
|
99.1
|
Press
release issued November 1, 2005.
|
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 Revenue of $5.7 million
Quarterly
Revenue Increases 31% from Prior Year
NEW
YORK,
NY - November 1, 2005 - LivePerson, Inc. (Nasdaq: LPSN), a provider of
communication solutions for online sales, marketing and customer service, today
announced financial results for the third quarter ended September 30, 2005.
Revenue
for the third quarter was $5.7 million, a 31% increase from the third quarter
of
2004, and an 8% sequential increase versus the second quarter of 2005. Revenue
growth was due primarily to new deployments of TimpaniTM
Sales
& Marketing, and continuing strong sales of LivePerson Pro to small business
customers. Timpani Sales & Marketing enables LivePerson clients to analyze
website traffic in real time, and then to proactively engage high-value buyers
based on their shopping behavior, thereby increasing online customer conversion
rates.
“We
are
very pleased with the results for the quarter,” CEO Robert LoCascio said. “Our
sequential growth trends are continuing, and we have a strong roster of both
recently signed contracts and pipeline deals, as well as recent expansion within
several larger clients.”
LivePerson
signed several new top-tier clients during the quarter, adding leaders in
industries as diverse as mortgage lending, asset management, diet and nutrition
services, computer equipment distribution and online bill payment processing.
LivePerson also recently expanded business with major US financial institution
clients, as well as Bell Canada, Overstock.com and Verizon.
Net
income for the third quarter of 2005 was $0.7 million or $0.02 per share as
compared to net income of $0.4 million or $0.01 per share in the third quarter
of 2004, and net income of $0.4 million or $0.01 per share in the second quarter
of 2005.
Earnings
before interest, taxes, depreciation, amortization and non-cash compensation
(EBITDA) for the third quarter of 2005 was $1.2 million as compared to $0.7
million in the third quarter of 2004 and $0.8 million in the second quarter
of
2005.
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 Income 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 in the table below.
Financial
Expectations
The
company currently expects the following financial results:
|
·
|
Revenue
of $6.1 - $6.2 million for the fourth quarter of
2005
|
|
·
|
EBITDA
of $0.03 per share and GAAP EPS of $0.02 for the fourth quarter of
2005
|
|
·
|
Revenue
of $22.0 - $22.2 million for the full year
2005
|
|
·
|
EBITDA
of $0.10-$0.11 per share and GAAP EPS of $0.05 for the full year
2005
|
The
difference between EBITDA per share, a non-GAAP measure, and GAAP EPS, is
interest, taxes, depreciation, amortization and non-cash compensation. The
company expects an effective tax rate of approximately 35% for
2005.
Condensed
Consolidated Statements of Income
(In
Thousands, Except Share and Per Share Data)
Unaudited
|
Three
Months Ended
|
Nine
Months Ended
|
||||||||||||
|
September
30,
|
September
30,
|
||||||||||||
|
2005
|
2004
|
2005
|
2004
|
||||||||||
|
Total
revenue
|
$
|
5,724
|
$
|
4,381
|
$
|
15,960
|
$
|
12,796
|
|||||
|
Operating
expenses:
|
|||||||||||||
|
Cost
of revenue
|
1,114
|
730
|
2,997
|
2,116
|
|||||||||
|
Product
development
|
663
|
515
|
2,027
|
1,470
|
|||||||||
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Sales
and marketing
|
1,715
|
1,327
|
4,889
|
3,721
|
|||||||||
|
General
and administrative
|
1,034
|
1,222
|
3,400
|
3,131
|
|||||||||
|
Amortization
of other intangibles
|
232
|
204
|
699
|
563
|
|||||||||
|
Total
operating expenses
|
4,758
|
3,998
|
14,012
|
11,001
|
|||||||||
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Income
from operations
|
966
|
383
|
1,948
|
1,795
|
|||||||||
|
Other
income, net
|
81
|
18
|
184
|
41
|
|||||||||
|
Income
before provision for income taxes
|
1,047
|
401
|
2,132
|
1,836
|
|||||||||
|
Provision
for income taxes
|
358
|
25
|
738
|
58
|
|||||||||
|
Net
income
|
$
|
689
|
$
|
376
|
$
|
1,394
|
$
|
1,778
|
|||||
|
Basic
net income per common share
|
$
|
0.02
|
$
|
0.01
|
$
|
0.04
|
$
|
0.05
|
|||||
|
Diluted
net income per common share
|
$
|
0.02
|
$
|
0.01
|
$
|
0.04
|
$
|
0.04
|
|||||
|
Weighted
average shares outstanding used in basic net
|
|||||||||||||
|
income
per common share calculation
|
37,555,696
|
37,336,792
|
37,492,285
|
37,222,428
|
|||||||||
|
Weighted
average shares outstanding used in diluted net
|
|||||||||||||
|
income
per common share calculation
|
39,839,001
|
39,294,832
|
39,528,089
|
39,535,593
|
|||||||||
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,
|
||||||||||||
|
2005
|
2004
|
2005
|
2004
|
||||||||||
|
Net
income in accordance with generally
|
|||||||||||||
|
accepted
accounting principles
|
$
|
689
|
$
|
376
|
$
|
1,394
|
$
|
1,778
|
|||||
|
Add/(less):
|
|||||||||||||
|
(a) Amortization
of other intangibles
|
232
|
204
|
699
|
563
|
|||||||||
|
(b)
Non-cash
compensation
|
-
|
58
|
-
|
187
|
|||||||||
|
(c)
Depreciation
|
23
|
56
|
115
|
172
|
|||||||||
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(d)
Provision
for income taxes
|
358
|
25
|
738
|
58
|
|||||||||
|
(e)
Interest
income, net
|
(81
|
)
|
(18
|
)
|
(184
|
)
|
(41
|
)
|
|||||
|
EBITDA
(1)
|
$
|
1,221
|
$
|
701
|
$
|
2,762
|
$
|
2,717
|
|||||
|
Diluted
EBITDA per common share
|
$
|
0.03
|
$
|
0.02
|
$
|
0.07
|
$
|
0.07
|
|||||
|
Weighted
average shares used in diluted EBITDA
|
|||||||||||||
|
per
common share
|
39,839,001
|
39,294,832
|
39,528,089
|
39,535,593
|
|||||||||
|
EBITDA
|
$
|
1,221
|
$
|
701
|
$
|
2,762
|
$
|
2,717
|
|||||
|
Add/(less):
|
|||||||||||||
|
Changes
in operating assets and liabilities
|
736
|
577
|
9
|
(923
|
)
|
||||||||
|
Provision
for doubtful accounts
|
-
|
-
|
30
|
15
|
|||||||||
|
Provision
for income taxes
|
(358
|
)
|
(25
|
)
|
(738
|
)
|
(58
|
)
|
|||||
|
Deferred
income taxes
|
345
|
-
|
697
|
-
|
|||||||||
|
Interest
income, net
|
81
|
18
|
184
|
41
|
|||||||||
|
Net
cash provided by operating activities
|
$
|
2,025
|
$
|
1,271
|
$
|
2,944
|
$
|
1,792
|
|||||
(1)
Earnings before interest, taxes, depreciation and amortization.
LivePerson,
Inc.
Condensed
Consolidated Balance Sheets
(In
Thousands, Except Share and Per Share Data)
Unaudited
|
September
30, 2005
|
December
31, 2004
|
||||||
|
ASSETS
|
|||||||
|
Current
assets:
|
|||||||
|
Cash
and cash equivalents
|
$
|
15,242
|
$
|
12,425
|
|||
|
Accounts
receivable, net
|
1,482
|
1,641
|
|||||
|
Prepaid
expenses and other current assets
|
567
|
475
|
|||||
|
Total
current assets
|
17,291
|
14,541
|
|||||
|
Property
and equipment, net
|
509
|
384
|
|||||
|
Intangibles,
net
|
1,022
|
1,721
|
|||||
|
Security
deposits
|
170
|
166
|
|||||
|
Other
assets
|
404
|
338
|
|||||
|
Total
assets
|
$
|
19,396
|
$
|
17,150
|
|||
|
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|||||||
|
Current
liabilities:
|
|||||||
|
Accounts
payable
|
$
|
158
|
$
|
262
|
|||
|
Accrued
expenses
|
1,375
|
1,666
|
|||||
|
Deferred
revenue
|
1,701
|
1,330
|
|||||
|
Total
current liabilities
|
3,234
|
3,258
|
|||||
|
Other
liabilities
|
404
|
338
|
|||||
|
Commitments
and contingencies
|
|||||||
|
Total
stockholders' equity
|
15,758
|
13,554
|
|||||
|
Total
liabilities and stockholders' equity
|
$
|
19,396
|
$
|
17,150
|
|||
About
LivePerson
LivePerson
is a provider of communication solutions for online sales, marketing and
customer service. LivePerson’s TimpaniTM
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 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 performance. 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 impact of new accounting rules,
including the requirement to expense stock options; 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.