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, 2007
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 November 1,
2007, announcing its results of operations and financial condition for the
quarter ended September 30, 2007, 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 1, 2007.
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 1, 2007 | By: | /s/ TIMOTHY E. BIXBY |
|
Timothy
E. Bixby
|
||
|
President,
Chief Financial Officer and
Secretary
|
||
EXHIBIT
INDEX
|
99.1
|
Press
release issued November 1, 2007.
|
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 Increase of 44% to $12.8
million
| · Net Income Increases by $1.3 million to $1.6 million | ||
| · EBITDA increases by $1.4 million to $2.7 million | ||
NEW
YORK,
NY - November 1, 2007 - LivePerson, Inc. (Nasdaq: LPSN), a provider of online
engagement solutions that facilitate real-time assistance and trusted expert
advice, today announced financial results for the third quarter ended September
30, 2007.
Revenue
for the third quarter was $12.8 million, a 44% increase from the third quarter
of 2006, and a 10% sequential increase versus the second quarter of 2007.
Sequential revenue growth was due primarily to strong and balanced growth
between new customers and existing customer expansion.
“LivePerson
delivered strong revenue growth in the third quarter driven by successful
execution across the company and the market’s increasing demand for online
customer engagement tools,” said Robert LoCascio, CEO of LivePerson. “We’re
generating significant ROI for our customers, and they’re acknowledging our
value through incremental investments.”
LivePerson
signed several new blue-chip clients during the quarter including Capital
One, Cisco, AT&T, Samsung
and Getty
Images,
as well as
a:
| · |
Leading
French
provider
of consumer credit
|
| · |
Leading
national furniture retailer
|
| · |
Prominent
social networking site
|
| · |
Leading
Internet-based personal
publishing service
|
The
company expanded business with several existing customers
including:
| · |
Bell,
Canada’s largest communications
provider
|
| · |
One
of the world’s largest financial
institutions
|
| · |
A
leading Global Financial Services
firm
|
| · |
A
leading Global provider of IT Hardware, Software &
Services
|
| · |
The
leading
telecommunications
provider in the UK
|
Net
income for the third quarter of 2007 was $1.6 million or $0.03 per share as
compared to net income of $0.3 million or $0.01 per share in the third quarter
of 2006, and net income of $0.9 million or $0.02 per share in the second quarter
of 2007.
The
Company’s effective tax rate in the third quarter was zero resulting from a
partial release of the company’s valuation allowance against deferred tax assets
based on current estimates of future taxable income.
Earnings
before interest, taxes, depreciation, amortization and stock-based compensation
(EBITDA) for the third quarter of 2007 was $2.7 million as compared to $1.3
million in the third quarter of 2006 and $2.2 million in the second quarter
of
2007.
The
difference between EBITDA per share, a non-GAAP measure, and GAAP EPS, is
interest, taxes, depreciation, amortization and stock-based compensation. 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.
The
company’s cash balance increased by $3.6 million or 14% to $30.2 million at
September 30, 2007 as compared to June 30, 2007. Subsequent to the end of the
third quarter and pursuant to the previously announced agreement to purchase
the
outstanding stock of Kasamba, Inc., the company paid $9 million in cash and
issued approximately 4.1 million common shares to Kasamba stockholders, and
assumed approximately 624,000 options to purchase common stock.
Financial
Expectations
The
company currently expects the following financial results, including
impact
from the operations of Kasamba, Inc., which was acquired by LivePerson effective
October 3, 2007:
| · |
Revenue
of $16.8 - $17.0 million for the fourth quarter of 2007, or approximately
32% quarterly sequential revenue
growth
|
| · |
EBITDA
of $0.05-$0.06 per share and GAAP EPS of $0.01-$0.02 for the fourth
quarter of 2007
|
| · |
Revenue
of $52.2 - $52.5 million for the full year
2007
|
| · |
EBITDA
of $0.20 - $0.21 per share and GAAP EPS of $0.09 - $0.10 for the
full year
2007
|
| · |
An
effective tax rate of 0% for the full year
2007
|
Excluding
Kasamba’s impact of approximately $3 million quarterly revenue, quarterly
sequential revenue growth is expected to be approximately 8-9% in the fourth
quarter of 2007.
The
GAAP
EPS expectations already include the estimated impact of a change in accounting
policy related to adopting SFAS 123(R) as of January 1, 2006. The impact is
expected to decrease net income per share by $0.02 and $0.08, for the fourth
quarter and the full year 2007, respectively. This impact may change based
upon
additional stock option grants, if any, methodology refinement or other factors,
and includes the impact of approximately 624,000 options assumed in connection
with the acquisition of Kasamba.
|
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,
|
||||||||||||
|
2007
|
2006
|
2007
|
2006
|
||||||||||
|
Total
revenue
|
$
|
12,823
|
$
|
8,881
|
$
|
35,453
|
$
|
23,174
|
|||||
|
Operating
expenses:
|
|||||||||||||
|
Cost
of revenue
|
3,305
|
2,142
|
9,199
|
5,246
|
|||||||||
|
Product
development
|
2,169
|
1,381
|
6,033
|
3,280
|
|||||||||
|
Sales
and marketing
|
3,556
|
3,104
|
10,470
|
8,605
|
|||||||||
|
General
and administrative
|
2,274
|
1,750
|
6,353
|
4,689
|
|||||||||
|
Amortization
of other intangibles
|
242
|
447
|
725
|
911
|
|||||||||
|
Total
operating expenses
|
11,546
|
8,824
|
32,780
|
22,731
|
|||||||||
|
Income
from operations
|
1,277
|
57
|
2,673
|
443
|
|||||||||
|
Other
income, net
|
309
|
200
|
744
|
514
|
|||||||||
|
Net
income
|
$
|
1,586
|
$
|
257
|
$
|
3,417
|
$
|
957
|
|||||
|
Basic
net income per common share
|
$
|
0.04
|
$
|
0.01
|
$
|
0.08
|
$
|
0.02
|
|||||
|
Diluted
net income per common share
|
$
|
0.03
|
$
|
0.01
|
$
|
0.07
|
$
|
0.02
|
|||||
|
Weighted
average shares outstanding used in basic net
|
|||||||||||||
|
income
per common share calculation
|
43,080,475
|
40,547,309
|
42,469,631
|
39,242,174
|
|||||||||
|
Weighted
average shares outstanding used in diluted net
|
|||||||||||||
|
income
per common share calculation
|
46,328,876
|
43,854,202
|
45,942,436
|
42,981,377
|
|||||||||
|
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,
|
||||||||||||
|
2007
|
2006
|
2007
|
2006
|
||||||||||
|
Net
income in accordance with generally
|
|||||||||||||
|
accepted
accounting principles
|
$
|
1,586
|
$
|
257
|
$
|
3,417
|
$
|
957
|
|||||
|
Add/(less):
|
|||||||||||||
|
(a)
Amortization
of intangibles
|
329
|
447
|
979
|
911
|
|||||||||
|
(b)
Stock-based
compensation
|
930
|
557
|
2,642
|
1,580
|
|||||||||
|
(c)
Depreciation/Loss
on disposal of fixed assets
|
146
|
259
|
584
|
451
|
|||||||||
|
(d)
Interest
income, net
|
(309
|
)
|
(200
|
)
|
(744
|
)
|
(514
|
)
|
|||||
|
EBITDA
(1)
|
$
|
2,682
|
$
|
1,320
|
$
|
6,878
|
$
|
3,385
|
|||||
|
Diluted
EBITDA per common share
|
$
|
0.06
|
$
|
0.03
|
$
|
0.15
|
$
|
0.08
|
|||||
|
Weighted
average shares used in diluted EBITDA
|
|||||||||||||
|
per
common share
|
46,328,876
|
43,854,202
|
45,942,436
|
42,981,377
|
|||||||||
|
EBITDA
|
$
|
2,682
|
$
|
1,320
|
$
|
6,878
|
$
|
3,385
|
|||||
|
Add/(less):
|
|||||||||||||
|
Changes
in operating assets and liabilities
|
795
|
(1,151
|
)
|
406
|
(1,711
|
)
|
|||||||
|
Provision
for doubtful accounts
|
54
|
30
|
74
|
30
|
|||||||||
|
Deferred
income taxes
|
(1,437
|
)
|
-
|
(3,521
|
)
|
-
|
|||||||
|
Interest
income, net
|
309
|
200
|
744
|
514
|
|||||||||
|
Net
cash provided by operating activities
|
$
|
2,403
|
$
|
399
|
$
|
4,581
|
$
|
2,218
|
|||||
|
|
|||||||||||||
(1)
Earnings before interest, taxes, depreciation, amortization and stock-based
compensation.
|
LivePerson,
Inc.
|
|||||||
|
Condensed
Consolidated Balance Sheets
|
|||||||
|
(In
Thousands)
|
|||||||
|
Unaudited
|
|
September
30, 2007
|
December
31, 2006
|
||||||
|
ASSETS
|
|||||||
|
Current
assets:
|
|||||||
|
Cash
and cash equivalents
|
$
|
30,164
|
$
|
21,729
|
|||
|
Accounts
receivable, net
|
5,790
|
4,269
|
|||||
|
Prepaid
expenses and other current assets
|
1,290
|
1,317
|
|||||
|
Deferred
tax assets, net
|
75
|
-
|
|||||
|
Total
current assets
|
37,319
|
27,315
|
|||||
|
Property
and equipment, net
|
1,153
|
1,124
|
|||||
|
Prepaid
acquisition costs
|
650
|
-
|
|||||
|
Intangibles,
net
|
1,662
|
2,640
|
|||||
|
Goodwill
|
18,653
|
9,673
|
|||||
|
Deferred
tax assets, net
|
4,927
|
1,580
|
|||||
|
Security
deposits
|
286
|
299
|
|||||
|
Other
assets
|
860
|
684
|
|||||
|
Total
assets
|
$
|
65,510
|
$
|
43,315
|
|||
|
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|||||||
|
Current
liabilities:
|
|||||||
|
Accounts
payable
|
$
|
926
|
$
|
813
|
|||
|
Accrued
expenses
|
5,336
|
3,754
|
|||||
|
Deferred
revenue
|
4,079
|
3,256
|
|||||
|
Deferred
tax liabilities, net
|
-
|
259
|
|||||
|
Total
current liabilities
|
10,341
|
8,082
|
|||||
|
Other
liabilities
|
860
|
684
|
|||||
|
Commitments
and contingencies
|
|||||||
|
Total
stockholders' equity
|
54,309
|
34,549
|
|||||
|
Total
liabilities and stockholders' equity
|
$
|
65,510
|
$
|
43,315
|
|||
About
LivePerson
LivePerson
is a provider of online engagement solutions that facilitate real-time
assistance and trusted expert advice. Connecting businesses and experts with
consumers seeking help on the Web, our 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 6,000 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.
EBITDA
Financial Disclosure
Investors
are cautioned that the EBITDA, or earnings before interest, taxes, depreciation,
amortization and stock-based 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.
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
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. 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; 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.