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): February
13, 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:
|
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 February 13,
2008, announcing its results of operations and financial condition for the
quarter and year ended December 31, 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 February 13, 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: February 13, 2008 | By: | /s/ TIMOTHY E. BIXBY |
|
Timothy
E. Bixby
|
||
|
President
and Chief Financial
Officer
|
||
EXHIBIT
INDEX
|
99.1
|
Press
release issued February 13, 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 Record Revenue of $52.2 Million, Up 56% from Prior Year and
Fourth Quarter Revenue Increase of 62% to $16.8 Million
Fourth Quarter Revenue Increase of 62% to $16.8 Million
| · |
Significant
expansion in Western Europe highlights enterprise sales in
quarter
|
| · |
Expansion
in largest enterprise accounts continues to
strengthen
|
| · |
Acquisition
of Kasamba, Inc. closed on October 3,
2007
|
| · |
Quarterly
sequential revenue growth is 9%, excluding Kasamba
impact
|
| · |
EPS
in fourth quarter is $0.05, full year is
$0.12
|
| · |
EBITDA
per share in fourth quarter is $0.06, full year is
$0.21
|
NEW
YORK,
NY - February 13, 2008 - 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 fourth quarter and full year
ended December 31, 2007.
Revenue
Revenue
for the fourth quarter was $16.8 million, a 62% increase from the fourth quarter
of 2006, and a 31% sequential increase versus the third quarter of 2007.
Excluding the impact of the acquisition of Kasamba, Inc., revenue for the fourth
quarter was $13.9 million, a 35% increase from the fourth quarter of 2006,
and a
9% sequential increase versus the third quarter of 2007. The Kasamba transaction
closed on October 3, 2007.
Revenue
for the full year 2007 was $52.2 million, a 56% increase from $33.5 million
in
the prior year. Revenue growth was due primarily to expansion of existing
deployments of TimpaniTM
Sales
& Marketing, continuing strong sales to small and mid-size business
customers, as well as the impact of the Kasamba acquisition. Excluding the
impact of Kasamba, revenue for the year was $49.4 million, representing a 47%
annual increase.
“The
fourth quarter was a very strong finish for us,” CEO Robert LoCascio said. “It
capped a terrific year where we delivered 56% revenue growth and expanded
operating margins, while strongly positioning ourselves to expand into the
consumer market with the acquisition of Kasamba, Inc.”
Client
Expansion
Strengthening
its international presence, LivePerson generated new business and expanded
existing implementations with leading companies in Western Europe
including:
| § |
COFIDIS,
France’s leader in “distance” consumer
credit
|
| § |
British
Sky Broadcasting (Sky), a provider of pay TV, broadband and telephony
services
|
| § |
Lloyds
TSB, a leading UK-based financial services group
|
| § |
HBOS,
the UK's largest mortgage and savings provider
|
| § |
BT,
one of the world's leading providers of communications solutions
and
services
|
The
company also expanded US and international business with several existing
US-based customers including:
| § |
Saturn,
a leading North American automaker
|
| § |
Orbitz,
a leading online travel company
|
| § |
Cisco
Systems, the worldwide leader in networking for the
Internet
|
| § |
An
industry leader in personal computers and digital
media
|
| § |
A
global provider of the world’s leading systems, software and
services
|
Net
Income
Net
income for the fourth quarter of 2007 was $2.4 million or $0.05 per share as
compared to net income of $1.2 million or $0.03 per share in the fourth quarter
of 2006, and net income of $1.6 million or $0.03 per share in the third quarter
of 2007. Net income for the year was $5.8 million or $0.12 per share, as
compared to $2.2 million or $0.05 per share in the prior year. Included in
net
income for the three and twelve months ended December 31, 2007 is a net tax
benefit of $1.7 million, resulting from the release of the company’s remaining
valuation allowance against deferred tax assets based on current estimates
of
future taxable income. Included in net income for the three and twelve months
ended December 31, 2006 is a similar net tax benefit of $0.4
million.
Also
included in net income for the three and twelve months ended December 31, 2007
and December 31, 2006, is the impact of amortization of stock-based compensation
expense as detailed in the table below, related to the adoption of SFAS No.
123(R) as of January 1, 2006.
Adjusted
Net Income and EBITDA
Adjusted
net income for the quarter, or net income excluding the impact of amortization
of intangible assets and stock-based compensation, was $4.4 million or $0.09
per
share, including a benefit from income taxes of $1.7 million. Adjusted net
income for the full year was $11.5 million or $0.25 per share, also including
the benefit from income taxes of $1.7 million.
Earnings
before interest, taxes, depreciation, amortization and stock-based compensation
(EBITDA) for the fourth quarter of 2007 was $2.8 million as compared to $1.9
million in the fourth quarter of 2006 and $2.7 million in the third quarter
of
2007. EBITDA for the year was $9.7 million as compared to $5.3 million in the
prior year.
A
reconciliation of the differences between EBITDA and adjusted net income 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.
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.
LivePerson
considers EBITDA, cash from operations and adjusted net income 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 GAAP, but should not be considered a substitute
for,
or superior to, GAAP results.
The
company’s cash balance decreased by approximately $4.0 million to $26.2 million
at December 31, 2007 as compared to $30.2 million as of September 30, 2007.
The
current cash balance reflects the fourth quarter payment of the cash portion
of
the consideration paid for Kasamba of $9.0 million, partially offset by $1.6
million of cash acquired in the transaction and cash from operations.
Kasamba
Acquisition
As
previously disclosed, the acquisition of Kasamba closed on October 3, 2007.
Kasamba has created one of the world’s largest communities of chat-based paid
experts, with more than a million monthly site visitors. The acquisition
signifies LivePerson’s commitment to expanding its global presence as a leader
in real-time online solutions, through a direct link with online consumers
seeking expert advice.
Financial
Expectations
First
Quarter 2008 Guidance
| · |
Revenue
of $17.3 - $17.5 million, or approximately 4% quarterly sequential
revenue
growth
|
| · |
Revenue
growth excluding the impact in both Q4 2007 and Q1 2008 of Kasamba
is
expected to be approximately 5% - 6%
sequentially
|
| · |
EBITDA
of $0.04 - $0.05 per share
|
| · |
Adjusted
net income of $0.04 - $0.05 per
share
|
| · |
GAAP
EPS of $0.01
|
| · |
Fully
diluted share count of approximately 51.0
million
|
Full
Year 2008 Guidance
| · |
Revenue
of $77 - $79 million, or approximately 50% annual
growth
|
| · |
Kasamba
revenue of $12.0 - $12.5 million
|
| · |
EBITDA
of $0.22 - $0.24 per share
|
| · |
Adjusted
net income of $0.20 - $0.21 per
share
|
| · |
GAAP
EPS of $0.04 - $0.05
|
| · |
An
estimated effective tax rate of 55%
|
| · |
Fully
diluted share count of approximately 51.5
million
|
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 $0.11, for the first
quarter and the full year 2008, respectively. This impact may change based
upon
additional stock option grants, if any, methodology refinement or other
factors.
2007
Non-cash Stock Compensation Expenses
Included
in the accompanying financial results are expenses related to non-cash stock
compensation, as follows (in thousands):
|
Q4
2007
|
Full
Year 2007
|
||||||
|
Cost
of revenue
|
$
|
161
|
$
|
475
|
|||
|
Product
development
|
502
|
1,360
|
|||||
|
Sales
and marketing
|
299
|
1,047
|
|||||
|
General
and administrative
|
278
|
999
|
|||||
|
Total
|
$
|
1,240
|
$
|
3,881
|
|||
2007
Amortization of Intangible Assets
Included
in the accompanying financial results are expenses related to the amortization
of intangible assets, as follows (in thousands):
|
Q4
2007
|
Full
Year 2007
|
||||||
|
Cost
of revenue
|
$
|
307
|
$
|
529
|
|||
|
Product
development
|
95
|
128
|
|||||
|
General
and administrative
|
391
|
1,116
|
|||||
|
Total
|
$
|
793
|
$
|
1,773
|
|||
|
LivePerson,
Inc.
|
|||||||||||||
|
Condensed
Consolidated Statements of Income
|
|||||||||||||
|
(In
Thousands, Except Share and Per Share Data)
|
|||||||||||||
|
Unaudited
|
|||||||||||||
|
Three
Months Ended
|
Twelve
Months Ended
|
||||||||||||
|
December
31,
|
December
31,
|
||||||||||||
|
2007
|
2006
|
2007
|
2006
|
||||||||||
|
Total
revenue
|
$
|
16,775
|
$
|
10,347
|
$
|
52,228
|
$
|
33,521
|
|||||
|
Operating
expenses:
|
|||||||||||||
|
Cost
of revenue
|
4,334
|
2,376
|
13,534
|
7,621
|
|||||||||
|
Product
development
|
2,999
|
1,783
|
9,032
|
5,062
|
|||||||||
|
Sales
and marketing
|
5,654
|
3,258
|
16,124
|
11,864
|
|||||||||
|
General
and administrative
|
2,855
|
1,853
|
9,208
|
6,542
|
|||||||||
|
Amortization
of other intangibles
|
391
|
472
|
1,116
|
1,383
|
|||||||||
|
Total
operating expenses
|
16,233
|
9,742
|
49,014
|
32,472
|
|||||||||
|
Income
from operations
|
542
|
605
|
3,214
|
1,049
|
|||||||||
|
Other
income, net
|
152
|
202
|
896
|
715
|
|||||||||
|
Income
before benefit from income taxes, net
|
694
|
807
|
4,110
|
1,764
|
|||||||||
|
Benefit
from income taxes, net
|
1,711
|
438
|
1,711
|
438
|
|||||||||
|
Net
income
|
$
|
2,405
|
$
|
1,245
|
$
|
5,821
|
$
|
2,202
|
|||||
|
Basic
net income per common share
|
$
|
0.05
|
$
|
0.03
|
$
|
0.13
|
$
|
0.06
|
|||||
|
Diluted
net income per common share
|
$
|
0.05
|
$
|
0.03
|
$
|
0.12
|
$
|
0.05
|
|||||
|
Weighted
average shares outstanding used in basic net
|
|||||||||||||
|
income
per common share calculation
|
47,336,618
|
40,979,922
|
43,696,378
|
39,680,182
|
|||||||||
|
Weighted
average shares outstanding used in diluted net
|
|||||||||||||
|
income
per common share calculation
|
50,384,112
|
44,591,617
|
46,814,080
|
43,345,232
|
|||||||||
|
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
|
Twelve
Months Ended
|
||||||||||||
|
December
31,
|
December
31,
|
||||||||||||
|
2007
|
2006
|
2007
|
2006
|
||||||||||
|
Net
income in accordance with generally
|
|||||||||||||
|
accepted
accounting principles
|
$
|
2,405
|
$
|
1,245
|
$
|
5,821
|
$
|
2,202
|
|||||
|
Add/(less):
|
|||||||||||||
|
(a)
Amortization
of intangibles
|
793
|
472
|
1,773
|
1,383
|
|||||||||
|
(b)
Stock-based
compensation
|
1,240
|
600
|
3,881
|
2,179
|
|||||||||
|
(c)
Depreciation/Loss
on disposal of fixed assets
|
217
|
216
|
802
|
666
|
|||||||||
|
(d)
Benefit
from income taxes
|
(1,711
|
)
|
(438
|
)
|
(1,711
|
)
|
(438
|
)
|
|||||
|
(e)
Interest
income, net
|
(152
|
)
|
(202
|
)
|
(896
|
)
|
(715
|
)
|
|||||
|
EBITDA
(1)
|
$
|
2,792
|
$
|
1,893
|
$
|
9,670
|
$
|
5,277
|
|||||
|
Diluted
EBITDA per common share
|
$
|
0.06
|
$
|
0.04
|
$
|
0.21
|
$
|
0.12
|
|||||
|
Weighted
average shares used in diluted EBITDA
|
|||||||||||||
|
per
common share
|
50,384,112
|
44,591,617
|
46,814,080
|
43,345,232
|
|||||||||
|
Net
income in accordance with generally
|
|||||||||||||
|
accepted
accounting principles
|
$
|
2,405
|
$
|
1,245
|
$
|
5,821
|
$
|
2,202
|
|||||
|
Add:
|
|||||||||||||
|
(a)
Amortization
of intangibles
|
793
|
472
|
1,773
|
1,383
|
|||||||||
|
(b)
Stock-based
compensation
|
1,240
|
600
|
3,881
|
2,179
|
|||||||||
|
Adjusted
net income
|
$
|
4,438
|
$
|
2,317
|
$
|
11,475
|
$
|
5,764
|
|||||
|
Diluted
Adjusted net income per common share
|
$
|
0.09
|
$
|
0.05
|
$
|
0.25
|
$
|
0.13
|
|||||
|
Weighted
average shares used in diluted adjusted net income
|
|||||||||||||
|
per
common share
|
50,384,112
|
44,591,617
|
46,814,080
|
43,345,232
|
|||||||||
|
EBITDA
|
$
|
2,792
|
$
|
1,893
|
$
|
9,670
|
$
|
5,277
|
|||||
|
Add/(less):
|
|||||||||||||
|
(a)
Changes
in operating assets and liabilities
|
1,184
|
427
|
1,593
|
(1,282
|
)
|
||||||||
|
(b)
Provision
for doubtful accounts
|
30
|
8
|
103
|
38
|
|||||||||
|
(c)
Benefit
from income taxes
|
1,711
|
438
|
1,711
|
438
|
|||||||||
|
(d)
Deferred
income taxes
|
(1,459
|
)
|
(2,581
|
)
|
(4,980
|
)
|
(2,581
|
)
|
|||||
|
(e)
Interest
income, net
|
152
|
202
|
896
|
715
|
|||||||||
|
Net
cash provided by operating activities
|
$
|
4,410
|
$
|
387
|
$
|
8,993
|
$
|
2,605
|
|||||
|
|
|||||||||||||
|
(1)
Earnings before interest, taxes, depreciation, amortization and
stock-based compensation.
|
|||||||||||||
|
LivePerson,
Inc.
|
|||||||
|
Condensed
Consolidated Balance Sheets
|
|||||||
|
(In
Thousands)
|
|||||||
|
Unaudited
|
|||||||
|
December
31, 2007
|
December
31, 2006
|
||||||
|
ASSETS
|
|||||||
|
Current
assets:
|
|||||||
|
Cash
and cash equivalents
|
$
|
26,222
|
$
|
21,729
|
|||
|
Accounts
receivable, net
|
6,026
|
4,269
|
|||||
|
Prepaid
expenses and other current assets
|
1,802
|
1,317
|
|||||
|
Deferred
tax assets, net
|
42
|
-
|
|||||
|
Total
current assets
|
34,092
|
27,315
|
|||||
|
Property
and equipment, net
|
3,733
|
1,124
|
|||||
|
Intangibles,
net
|
6,953
|
2,640
|
|||||
|
Goodwill
|
51,684
|
9,673
|
|||||
|
Deferred
tax assets, net
|
4,202
|
1,580
|
|||||
|
Security
deposits
|
499
|
299
|
|||||
|
Other
assets
|
1,325
|
684
|
|||||
|
Total
assets
|
$
|
102,488
|
$
|
43,315
|
|||
|
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|||||||
|
Current
liabilities:
|
|||||||
|
Accounts
payable
|
$
|
3,067
|
$
|
813
|
|||
|
Accrued
expenses
|
9,191
|
3,754
|
|||||
|
Deferred
revenue
|
4,000
|
3,256
|
|||||
|
Deferred
tax liabilities, net
|
193
|
259
|
|||||
|
Total
current liabilities
|
16,451
|
8,082
|
|||||
|
Other
liabilities
|
1,325
|
684
|
|||||
|
Commitments
and contingencies
|
|||||||
|
Total
stockholders' equity
|
84,712
|
34,549
|
|||||
|
Total
liabilities and stockholders' equity
|
$
|
102,488
|
$
|
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, 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 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.
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
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.