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 8, 2010
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
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|
|
(Address
of Principal Executive Offices)
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(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))
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Item
2.02.
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Results
of Operations and Financial
Condition.
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A copy of
the press release issued by LivePerson, Inc. (the “Registrant”) on February 10,
2010, announcing its results of operations and financial condition for the
quarter and year ended December 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.
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Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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Kevin T. Kohn, who served as our
Executive Vice President of Marketing from September 2004 through February 2010,
and who has been a named executive officer of LivePerson since April 2008, has
been selected to build and lead a new, Mid-Market solutions team within our
business operations. Consequently, effective as of February 8, 2010, Mr.
Kohn will no longer perform his previous marketing and product development
functions for LivePerson and accordingly, will cease to serve as an executive
officer of the company as defined in Rule 3b-7 promulgated under the Securities
Exchange Act.
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Item
9.01.
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Financial
Statements and Exhibits.
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(d) Exhibits. The following documents
are included as exhibits to this report:
99.1 Press
release issued February 10, 2010.
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.
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LIVEPERSON,
INC.
(Registrant)
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|||
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Date:
February 10, 2010
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By:
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/s/ TIMOTHY E. BIXBY
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Timothy
E. Bixby
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|||
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President
and Chief Financial
Officer
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|||
EXHIBIT
INDEX
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99.1
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Press
release issued February 10,
2010.
|
|
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 Fourth Quarter and Full Year
2009
Financial Results
|
|
·
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Fourth quarter revenue
increased 26% from prior year and 11%
sequentially
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|
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·
|
Record EBITDA per share of
$0.14 in fourth quarter
|
|
|
·
|
Record EPS of $0.06 in fourth
quarter
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|
|
·
|
Currently hosting over 1
billion visitor sessions per month across customer
websites
|
NEW YORK,
NY – February 10, 2010 – 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 fourth quarter and full year
ended December 31, 2009.
Revenue
Revenue
for the fourth quarter was $24.8 million, a 26% increase from the fourth quarter
of 2008, and an 11% sequential increase as compared to the third quarter of
2009. Revenue from business operations for the fourth quarter was $21.4 million,
a 24% increase as compared to the fourth quarter of 2008 and a 12% increase as
compared to the third quarter of 2009. Revenue from consumer
operations for the fourth quarter was $3.4 million, a 41% increase as compared
to the fourth quarter of 2008, and a 9% increase as compared to the third
quarter of 2009.
Revenue
for the full year was $87.5 million, a 17% increase from $74.7 million in 2008.
Revenue from business operations for the full year was $75.5 million, an 18%
increase from $64.1 million in 2008. Revenue from consumer operations
for the full year was $11.9 million, a 13% increase from $10.6 million in
2008.
“We had a
great quarter, with all facets of the business contributing to top line growth,”
said LivePerson CEO Robert LoCascio. “Revenue and earnings for both the quarter
and year have surpassed our expectations, driven by a balanced mix of geographic
expansion, new account acquisition and existing account
penetration. Our sound sales strategy coupled with strong cost
management across the organization place us in a solid position to continue
driving growth in 2010 and beyond.”
Customer
Expansion
LivePerson
added 14 new large enterprise clients in the quarter, including:
|
|
·
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A
major American sporting goods
company
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·
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Crate
& Barrel
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|
|
·
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One
of the world’s leading long-haul
airlines
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|
|
·
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A
leading worldwide provider of IT services and
solutions
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|
|
·
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One
of the leading US-based health and benefits
providers
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The
Company also expanded business with
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|
·
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Three
new geographies for a leading global wireless
provider
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·
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A
leading multinational entertainment and media
enterprise
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·
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AT&T
Mobility
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|
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·
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Verizon
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|
|
·
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The
world leader in digital and analog
technology
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·
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Several
US-based banks including PNC Bank, Chase and Charles
Schwab
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Net
Income/(Loss)
Net
income for the fourth quarter of 2009 was $3.1 million or $0.06 per share as
compared to a net loss of $23.8 million or $0.50 per share in the fourth quarter
of 2008, and net income of $2.3 million or $0.05 per share in the third quarter
of 2009. Net income for the full year was $7.8 million or $0.16
per share, as compared to a net loss of $23.8 million or $0.50 per share in the
prior year.
Financial
results in the fourth quarter of 2008 and the full year 2008 included a goodwill
impairment charge of $23.5 million or $0.50 per share related to the company’s
consumer operations. This charge was a non-cash item, and therefore
had no impact on the company’s cash flows.
Adjusted
Net Income and EBITDA
LivePerson
considers adjusted net income and earnings before other income/(expense), taxes,
depreciation, amortization and stock-based compensation (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 fourth quarter of 2009 was $4.7 million or $0.09 per share,
as compared to $1.3 million or $0.03 per share in the fourth quarter of 2008,
and $3.9 million or $0.08 per share in the third quarter of
2009. Adjusted net income for the full year was $14.5 million or
$0.30 per share, as compared to $6.6 million or $0.14 per share in the prior
year.
EBITDA
for the fourth quarter of 2009 was $7.1 million or $0.14 per share, as compared
to $3.5 million or $0.07 per share in the fourth quarter of 2008, and $6.2
million or $0.12 per share in the third quarter of 2009. EBITDA
for the full year 2009 was $22.8 million or $0.47 per share, as compared to $9.9
million or $0.20 per share in the prior year.
Cash
The
company’s cash balance was $45.6 million at December 31, 2009 as compared to
$36.5 million as of September 30, 2009, and $25.5 million at December 31,
2008. The company generated $8.2 million of cash from operations in
the fourth quarter. Also during the fourth 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 $1.4 million. For the full year, the company
generated $21.0 million of cash from operations, and incurred planned capital
expenditures related primarily to the purchase of servers and computer
networking equipment, resulting in a cash outlay of approximately $5.4
million.
Financial
Expectations
Following
is the Company’s current expectation for financial and operating
performance:
First Quarter
2010
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|
·
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Revenue
of $25.0 - $25.2 million
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|
|
·
|
EBITDA
of $0.11 - $0.12 per share
|
|
|
·
|
Adjusted
net income per share of $0.06 -
$0.07
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|
|
·
|
GAAP
EPS of $0.02 - $0.03
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|
|
·
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Fully
diluted share count of approximately 51
million
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Full Year
2010
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|
·
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Revenue
of $105 - $107 million
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|
|
·
|
EBITDA
of $0.50 - $0.52 per share
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|
|
·
|
Adjusted
net income per share of $0.30 -
$0.32
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|
|
·
|
GAAP
EPS of $0.16 - $0.18
|
|
|
·
|
Fully
diluted share count of approximately 51.5
million
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Other
Full Year 2010 Assumptions
|
|
·
|
Amortization
of intangibles of approximately $1.5
million
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|
|
·
|
Stock-compensation
expense of approximately $6 million
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|
|
·
|
Depreciation
of approximately $6 million
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|
|
·
|
Effective
tax rate of approximately 40%
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|
|
·
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Cash
tax rate of approximately 40%
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|
|
·
|
Capital
expenditures of approximately $6.0 - $7.0
million
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Stock-Based
Compensation
Included
in the accompanying financial results are expenses related to stock-based
compensation, as follows (in thousands):
|
Q4 2009
|
FY 2009
|
|||||||
|
Cost
of revenue
|
$ | 211 | $ | 790 | ||||
|
Product
development
|
372 | 1,402 | ||||||
|
Sales
and marketing
|
376 | 1,337 | ||||||
|
General
and administrative
|
276 | 1,197 | ||||||
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Total
|
$ | 1,235 | $ | 4,726 | ||||
Amortization
of Intangible Assets
Included
in the accompanying financial results are expenses related to the amortization
of intangible assets, as follows (in thousands):
|
Q4 2009
|
FY 2009
|
|||||||
|
Cost
of revenue
|
$ | 307 | $ | 1,228 | ||||
|
General
and administrative
|
83 | 745 | ||||||
|
Total
|
$ | 390 | $ | 1,973 | ||||
Earnings
Teleconference and Video Discussion Information
The
company will discuss its fourth quarter and full year 2009 financial results
during a teleconference today, February 10, 2010, at 5:00 p.m. ET. To
participate, please call 877-507-3684 before 5:00 p.m. ET. International
callers, please dial 706-634-9559. Please reference the conference ID
“53817749.”
If you
are unable to participate, the teleconference will be available for replay at
6:00 p.m. ET on February 10, 2010 until May 10, 2010. To access the replay,
please call 800-642-1687 (U.S. and Canada) or 706-645-9291 (international).
Please reference the conference ID “53817749.”
The
company will post a video discussion of its fourth quarter 2009 results on
YouTube. To view, click on the following link: http://www.youtube.com/user/myliveperson.
LivePerson,
Inc.
Condensed
Consolidated Statements of Operations
(In
Thousands, Except Share and Per Share Data)
Unaudited
|
Three Months Ended
|
Twelve Months Ended
|
|||||||||||||||
|
December 31,
|
December 31,
|
|||||||||||||||
|
2009
|
2008
|
2009
|
2008
|
|||||||||||||
|
Revenue
|
$ | 24,768 | $ | 19,607 | $ | 87,490 | $ | 74,655 | ||||||||
|
Operating
expenses:
|
||||||||||||||||
|
Cost
of revenue
|
6,068 | 4,961 | 21,076 | 20,307 | ||||||||||||
|
Product
development
|
3,163 | 3,023 | 12,111 | 12,899 | ||||||||||||
|
Sales
and marketing
|
7,408 | 7,259 | 27,355 | 26,124 | ||||||||||||
|
General
and administrative
|
3,427 | 3,008 | 13,417 | 13,042 | ||||||||||||
|
Amortization
of intangibles
|
83 | 273 | 745 | 1,407 | ||||||||||||
|
Goodwill
impairment
|
- | 23,501 | - | 23,501 | ||||||||||||
|
Total
operating expenses
|
20,149 | 42,025 | 74,704 | 97,280 | ||||||||||||
|
Income
(loss) from operations
|
4,619 | (22,418 | ) | 12,786 | (22,625 | ) | ||||||||||
|
Other
(expense) income, net
|
(35 | ) | (192 | ) | 14 | (47 | ) | |||||||||
|
Income
(loss) before provision for income taxes
|
4,584 | (22,610 | ) | 12,800 | (22,672 | ) | ||||||||||
|
Provision
for income taxes
|
1,493 | 1,234 | 5,037 | 1,165 | ||||||||||||
|
Net
income (loss)
|
$ | 3,091 | $ | (23,844 | ) | $ | 7,763 | $ | (23,837 | ) | ||||||
|
Basic
net income (loss) per common share
|
$ | 0.06 | $ | (0.50 | ) | $ | 0.16 | $ | (0.50 | ) | ||||||
|
Diluted
net income (loss) per common share
|
$ | 0.06 | $ | (0.50 | ) | $ | 0.16 | $ | (0.50 | ) | ||||||
|
Weighted
average shares outstanding used in basic net income (loss) per common
share calculation
|
48,786,986 | 47,411,354 | 47,962,688 | 47,428,251 | ||||||||||||
|
Weighted
average shares outstanding used in diluted net income (loss) per common
share calculation
|
51,065,181 | 47,411,354 | 49,008,440 | 47,428,251 | ||||||||||||
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,
|
|||||||||||||||
|
2009
|
2008
|
2009
|
2008
|
|||||||||||||
|
Net
income (loss) in accordance with generally accepted accounting
principles
|
$ | 3,091 | $ | (23,844 | ) | $ | 7,763 | $ | (23,837 | ) | ||||||
|
Add/(less):
|
||||||||||||||||
|
(a) Goodwill
impairment
|
- | 23,501 | - | 23,501 | ||||||||||||
|
(b) Amortization
of intangibles
|
390 | 579 | 1,973 | 2,634 | ||||||||||||
|
(c) Stock-based
compensation
|
1,235 | 1,088 | 4,726 | 4,266 | ||||||||||||
|
(d) Depreciation
|
899 | 768 | 3,347 | 2,093 | ||||||||||||
|
(e) Provision
for (benefit from) income taxes
|
1,493 | 1,234 | 5,037 | 1,165 | ||||||||||||
|
(f) Other
(income) expense, net
|
35 | 192 | (14 | ) | 47 | |||||||||||
|
EBITDA
(1)
|
$ | 7,143 | $ | 3,518 | $ | 22,832 | $ | 9,869 | ||||||||
|
Diluted
EBITDA per common share
|
$ | 0.14 | $ | 0.07 | $ | 0.47 | $ | 0.20 | ||||||||
|
Weighted
average shares used in diluted EBITDA per common share
|
51,065,181 | 48,116,364 | 49,008,440 | 48,573,455 | ||||||||||||
|
Net
income (loss) in accordance with generally accepted accounting
principles
|
$ | 3,091 | $ | (23,844 | ) | $ | 7,763 | $ | (23,837 | ) | ||||||
|
Add:
|
||||||||||||||||
|
(a) Goodwill
impairment
|
- | 23,501 | - | 23,501 | ||||||||||||
|
(b) Amortization
of intangibles
|
390 | 579 | 1,973 | 2,634 | ||||||||||||
|
(c) Stock-based
compensation
|
1,235 | 1,088 | 4,726 | 4,266 | ||||||||||||
|
Adjusted
net income
|
$ | 4,716 | $ | 1,324 | $ | 14,462 | $ | 6,564 | ||||||||
|
Diluted
adjusted net income per common share
|
$ | 0.09 | $ | 0.03 | $ | 0.30 | $ | 0.14 | ||||||||
|
Weighted
average shares used in diluted adjusted net income per common
share
|
51,065,181 | 48,116,364 | 49,008,440 | 48,573,455 | ||||||||||||
|
EBITDA
|
$ | 7,143 | $ | 3,518 | $ | 22,832 | $ | 9,869 | ||||||||
|
Add/(less):
|
||||||||||||||||
|
(a) Changes
in operating assets and liabilities
|
308 | 609 | 293 | 271 | ||||||||||||
|
(b) Provision
for doubtful accounts
|
25 | 80 | 55 | 148 | ||||||||||||
|
(c) (Provision
for) benefit from income taxes
|
(1,493 | ) | (1,234 | ) | (5,037 | ) | (1,165 | ) | ||||||||
|
(d) Deferred
income taxes
|
2,229 | (1,051 | ) | 2,865 | (1,091 | ) | ||||||||||
|
(e) Other
income (expense), net
|
(35 | ) | (192 | ) | 14 | (47 | ) | |||||||||
|
Net
cash provided by operating activities
|
$ | 8,177 | $ | 1,730 | $ | 21,022 | $ | 7,985 | ||||||||
(1) Earnings/(loss) before other income/(expense), taxes, depreciation, amortization, stock-based compensation and other non-cash charges.
LivePerson,
Inc.
Condensed
Consolidated Balance Sheets
(In
Thousands)
Unaudited
|
December 31, 2009
|
December 31, 2008
|
|||||||
|
ASSETS
|
||||||||
|
Current
assets:
|
||||||||
|
Cash
and cash equivalents
|
$ | 45,572 | $ | 25,500 | ||||
|
Accounts
receivable, net
|
10,265 | 7,574 | ||||||
|
Prepaid
expenses and other current assets
|
3,661 | 1,706 | ||||||
|
Deferred
tax assets, net
|
1,460 | 1,772 | ||||||
|
Total
current assets
|
60,958 | 36,552 | ||||||
|
Property
and equipment, net
|
9,551 | 7,473 | ||||||
|
Intangibles,
net
|
2,821 | 4,319 | ||||||
|
Goodwill
|
23,920 | 24,388 | ||||||
|
Deferred
tax assets, net
|
4,777 | 7,330 | ||||||
|
Deferred
implementation costs
|
136 | 147 | ||||||
|
Security
deposits
|
326 | 349 | ||||||
|
Other
assets
|
1,792 | 1,390 | ||||||
|
Total
assets
|
$ | 104,281 | $ | 81,948 | ||||
|
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
||||||||
|
Current
liabilities:
|
||||||||
|
Accounts
payable
|
$ | 5,375 | $ | 3,555 | ||||
|
Accrued
expenses
|
10,895 | 9,088 | ||||||
|
Deferred
revenue
|
4,692 | 3,985 | ||||||
|
Total
current liabilities
|
20,962 | 16,628 | ||||||
|
Deferred
revenue, net of current
|
506 | 347 | ||||||
|
Other
liabilities
|
1,676 | 1,390 | ||||||
|
Total
liabilities
|
23,144 | 18,365 | ||||||
|
Commitments
and contingencies
|
||||||||
|
Total
stockholders' equity
|
81,137 | 63,583 | ||||||
|
Total
liabilities and stockholders' equity
|
$ | 104,281 | $ | 81,948 | ||||
About
LivePerson
LivePerson
is a leading 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 8,000 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/(loss) before other income/(expense),
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.