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 2, 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
|
|
|
(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 4,
2010, announcing its results of operations and financial condition for the
quarter ended September 30, 2010, 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
5.02.
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
LivePerson, Inc. (the “Company”) and Timothy E. Bixby entered into a
Separation Agreement and General Release on November 2, 2010 (“Agreement”) setting forth the terms and
conditions of Mr. Bixby’s departure from the Company which include a period of
transition through April 2, 2011, subject to earlier termination under
certain terms of the
Agreement. During the
transition period, Mr. Bixby will continue as an employee of the Company, will
carry out all duties and responsibilities of his position with the Company and
will facilitate a transition of his duties and responsibilities to a successor
to be identified by the Company. During this transition period, Mr.
Bixby will continue to receive his current base salary and
benefits.
Further, in connection with Mr. Bixby’s
transition and separation, and in exchange for Mr. Bixby’s performance under the
Agreement and signing of a general release of claims in favor of the Company,
Mr. Bixby will receive (i) a payment of $325,000 which is equal to 12 months of
Mr. Bixby’s current base salary and which will be paid immediately following the
6-month anniversary of Mr. Bixby’s separation date, (ii) a 2010 bonus
payment equal to Mr. Bixby’s 2010 bonus target amount of $200,000 multiplied by
the percentage multiplier applicable to the Company’s overall bonus pool based
on Company fiscal performance pursuant to the Company’s 2010 bonus plan, which
will be paid on or before March 15, 2011, (iii) up to 12-months of premium
payments for health insurance coverage under the Consolidated Omnibus Budget
Reconciliation Act, and (iv) an extension of the exercisability of all vested
stock options held by Mr. Bixby as of his separation date until
the third anniversary thereof. The foregoing payments and
benefits are subject to Mr. Bixby continuing with the Company through April 2,
2011, provided that in the event the Company terminates Mr.
Bixby's employment prior to April 2, 2011 without cause or as a result of
his death or disability, or if Mr. Bixby resigns for good reason (defined as
Company’s breach of its payment obligations under the Agreement) prior to April
2, 2011, Mr. Bixby will be entitled to receive these benefits. Except
as provided above, Mr. Bixby is not entitled to receive any other payments
from the Company related to the termination of his employment.
The Separation Agreement, together with
the Proprietary Information, Developments and Non-Compete Agreement previously
entered into by and between the Company and Mr. Bixby and which will continue in
effect following his departure from the Company, also contains various
restrictive covenants, including covenants relating to non-competition,
non-solicitation, confidentiality, and cooperation.
In addition, Mr. Bixby will resign from his role as a Director of the
Company on his Separation Date.
|
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 November 4, 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)
|
|
Date:
November 4, 2010
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By:
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/s/ ROBERT P.
LOCASCIO
|
|
Robert
P. LoCascio
|
||
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Chairman
and Chief Executive Officer
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EXHIBIT
INDEX
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99.1
|
Press
release issued November 4, 2010.
|
For
Immediate Release
Media
Contacts:
|
Amy
Inlow
LivePerson,
Inc.
(212)
609-4248
ainlow@liveperson.com
|
Budd
Zuckerman
Genesis
Select Corp.
(303)
415-0200
budd@genesisselect.com
|
LivePerson
Reports Third Quarter Financial Results
|
|
·
|
Revenue increased 27% from
prior year and 7%
sequentially
|
|
|
·
|
EBITDA per share of
$0.14
|
|
|
·
|
Adjusted EPS of
$0.09
|
|
|
·
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GAAP EPS of
$0.05
|
|
|
·
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Company pursuing a dual listing
on Tel Aviv Stock Exchange
(TASE)
|
|
|
·
|
Tim Bixby, President and Chief
Financial Officer, to Leave In Early
2011
|
NEW YORK,
NY – November 4, 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 third quarter ended September
30, 2010.
The company also announced that it has
begun pursuing a dual
listing on the Tel Aviv Stock Exchange to further strengthen its ties to the important Israel-based
technology market. The company believes that a local
presence in this important technology market can increase its exposure to
Israel-based technology investors, and also to potential business development
opportunities.
The
company also announced that, after more than 11 years at LivePerson, President
and Chief Financial Officer Tim Bixby will leave the Company during the first quarter
of 2011. Mr. Bixby will assist the Company in its recruitment of a
new CFO, and will remain fully engaged in his current role during the coming
months to effect a smooth and successful transition.
On
Mr. Bixby’s decision, Robert LoCascio, LivePerson’s CEO, stated, "Tim is a
personal friend; he played a critical role in building LivePerson over the
course of many years, and has provided tremendous value to our customers,
employees, partners and shareholders. I wish him the very best. Among
his many contributions to the company, Tim has built and maintained a stellar
finance and accounting organization at all levels, providing us with a solid
foundation and a highly capable team to support LivePerson through this
transition and into the future. Over the coming months, Tim and I
will work together with the Board of Directors to identify a suitable successor
and effect an orderly transition.”
“Having
been part of the core team that drove LivePerson from its startup origins,
through an IPO, and past the $100 million annual revenue mark has been an
outstanding experience,” said Mr. Bixby. “The team in place is well suited for
the next phase of growth, and I look forward to LivePerson’s continued
success. As we begin the process of a search for and transition to my
successor, I remain fully engaged in operations, and committed to ensuring a
smooth and successful change of leadership.”
Third Quarter
Highlights
Revenue
Revenue
for the third quarter was $28.2 million, a 27% increase from the third quarter
of 2009, and a 7% sequential increase as compared to the second quarter of 2010.
Revenue from business operations for the third quarter was $24.6 million, a 29%
increase as compared to the third quarter of 2009 and a 7% increase as compared
to the second quarter of 2010. Revenue from consumer operations for
the third quarter was $3.6 million, a 15% increase as compared to the third
quarter of 2009, and a 5% increase as compared to the second quarter of
2010.
“The
second half of our fiscal year is off to a great start,” said LivePerson CEO,
Robert LoCascio. “Global demand for our core offerings remains
strong, and we are beginning to see acceleration in the Asia-Pacific
region through our direct channel partner. As we head into the
final quarter of 2010, we remain focused on our top and bottom line goals, while
simultaneously taking more aggressive steps to market our platform and new APIs
to customers, developers and innovators."
Customer
Expansion
LivePerson
added 18 new large clients in the quarter, including:
|
|
·
|
A
leading US insurance provider
|
|
|
·
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An
online retailer of branded, innovative and technology-rich
products
|
|
|
·
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The
nation's largest provider of savings, investment and lending services for
consumers
|
|
|
·
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A
leading provider of enterprise integrated
software
|
|
|
·
|
An
online retailer of automotive parts
|
The
company also expanded business with many existing customers,
including:
|
|
·
|
A
major online retailer of discounted designer
brands
|
|
|
·
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A
leading UK provider of mobile phone and broadband
services
|
|
|
·
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T-Mobile
UK
|
|
|
·
|
A
leading software and technology
provider
|
|
|
·
|
One
of the nation’s largest financial
services companies
|
Net
Income
Net
income for the third quarter of 2010 was $2.8 million or $0.05 per share as
compared to $2.3 million or $0.05 per share in the third quarter of 2009, and
net income of $1.6 million or $0.03 per share in the second quarter
of 2010.
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 Income 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 third quarter of 2010 was $4.6 million or $0.09 per share, as
compared to $4.0 million or $0.08 per share in the third quarter of 2009, and
$3.1 million or $0.06 per share in the second quarter of 2010.
EBITDA
for the third quarter of 2010 was $7.5 million or $0.14 per share, as compared
to $6.2 million or $0.12 per share in the third quarter of 2009, and $5.4
million or $0.10 per share in the second quarter of 2010.
Cash
The
company’s cash balance decreased by $2.4 million to $50.4 million at September
30, 2010 as compared to $52.8 million as of June 30, 2010.
Financial
Expectations
Following
is the company’s current expectation for financial and operating
performance:
Fourth Quarter
2010
|
|
·
|
Revenue
of $30.1 - $30.3 million
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|
|
·
|
EBITDA
of $0.15 - $0.16 per share
|
|
|
·
|
Adjusted
net income of $0.08 - $0.09 per
share
|
|
|
·
|
GAAP
EPS of $0.04 - $0.05
|
|
|
·
|
Fully
diluted share count of approximately 53.5
million
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Full Year
2010
|
|
·
|
Revenue
of $110.0 - $110.2 million
|
|
|
·
|
EBITDA
of $0.50 - $0.51 per share
|
|
|
·
|
Adjusted
net income per share of $0.30 -
$0.31
|
|
|
·
|
GAAP
EPS of $0.16 - $0.17
|
|
|
·
|
Fully
diluted share count of approximately 53
million
|
Other
Full Year 2010 Assumptions
|
|
·
|
Amortization
of intangibles of approximately $1.5
million
|
|
|
·
|
Stock-compensation
expense of approximately $5.0
million
|
|
|
·
|
Depreciation
of approximately $5.5 million
|
|
|
·
|
Effective
tax rate of approximately 37%
|
|
|
·
|
Cash
tax rate of approximately 35%
|
|
|
·
|
Capital
expenditures of approximately $7.5
million
|
Stock-Based
Compensation
Included
in the accompanying financial results are expenses related to stock-based
compensation, as follows (in thousands):
|
|
3 months
ended
|
9
months ended
|
||||||
|
September 30, 2010
|
September 30, 2010
|
|||||||
|
Cost
of revenue
|
$ | 245 | $ | 655 | ||||
|
Product
development
|
360 | 1,022 | ||||||
|
Sales
and marketing
|
413 | 971 | ||||||
|
General
and administrative
|
411 | 954 | ||||||
|
Total
|
$ | 1,429 | $ | 3,602 | ||||
Amortization
of Intangible Assets
Included
in the accompanying financial results are expenses related to the amortization
of intangible assets, as follows (in thousands):
|
|
3 months
ended
|
9
months ended
|
||||||
|
September 30, 2010
|
September 30,
2010
|
|||||||
|
Cost
of revenue
|
$ | 307 | $ | 920 | ||||
|
General
and administrative
|
83 | 249 | ||||||
|
Total
|
$ | 390 | $ | 1,169 | ||||
Earnings
Teleconference, Twitter and Video Discussion Information
The
company will discuss its third quarter 2010 financial results during a
teleconference today, November 4, 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 “20008315.”
If you
are unable to participate, the teleconference will be available for replay at
6:00 p.m. ET on November 4, 2010 until February 4, 2010. To access
the replay, please call 800-642-1687 (U.S. and Canada) or 706-645-9291
(international). Please reference the conference ID “20008315.”
Please
follow LivePerson on StockTwits and keep an eye on $LPSN for
updates.
The
company will post a video discussion of its third quarter 2010 results on
YouTube. To view, click on the following link: http://www.youtube.com/user/myliveperson.
|
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,
|
|||||||||||||||
|
2010
|
2009
|
2010
|
2009
|
|||||||||||||
|
Revenue
|
$ | 28,221 | $ | 22,262 | $ | 79,927 | $ | 62,722 | ||||||||
|
Operating
expenses:
|
||||||||||||||||
|
Cost
of revenue
|
7,595 | 5,495 | 21,405 | 15,007 | ||||||||||||
|
Product
development
|
3,940 | 3,109 | 11,454 | 8,949 | ||||||||||||
|
Sales
and marketing
|
8,289 | 6,535 | 24,431 | 19,947 | ||||||||||||
|
General
and administrative
|
4,178 | 3,312 | 12,145 | 9,991 | ||||||||||||
|
Amortization
of intangibles
|
83 | 118 | 249 | 662 | ||||||||||||
|
Total
operating expenses
|
24,085 | 18,569 | 69,684 | 54,556 | ||||||||||||
|
Income
from operations
|
4,136 | 3,693 | 10,243 | 8,166 | ||||||||||||
|
Other
income (expense), net
|
73 | 90 | 36 | 50 | ||||||||||||
|
Income
before provision for income taxes
|
4,209 | 3,783 | 10,279 | 8,216 | ||||||||||||
|
Provision
for income taxes
|
1,444 | 1,516 | 3,762 | 3,544 | ||||||||||||
|
Net
income
|
$ | 2,765 | $ | 2,267 | $ | 6,517 | $ | 4,672 | ||||||||
|
Basic
net income per common share
|
$ | 0.05 | $ | 0.05 | $ | 0.13 | $ | 0.10 | ||||||||
|
Diluted
net income per common share
|
$ | 0.05 | $ | 0.05 | $ | 0.12 | $ | 0.10 | ||||||||
|
Weighted
average shares outstanding used in basic net
|
||||||||||||||||
|
income
per common share calculation
|
50,976,468 | 47,968,777 | 50,578,801 | 47,684,047 | ||||||||||||
|
Weighted
average shares outstanding used in diluted net
|
||||||||||||||||
|
income
per common share calculation
|
53,302,655 | 49,683,730 | 52,935,805 | 48,553,525 | ||||||||||||
|
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,
|
|||||||||||||||
|
2010
|
2009
|
2010
|
2009
|
|||||||||||||
|
Net
income in accordance with generally
|
||||||||||||||||
|
accepted accounting
principles
|
$ | 2,765 | $ | 2,267 | $ | 6,517 | $ | 4,672 | ||||||||
|
Add/(less):
|
||||||||||||||||
|
(a) Amortization of
intangibles
|
390 | 425 | 1,169 | 1,583 | ||||||||||||
|
(b) Stock-based
compensation
|
1,429 | 1,211 | 3,602 | 3,491 | ||||||||||||
|
(c) Depreciation
|
1,553 | 822 | 3,888 | 2,448 | ||||||||||||
|
(d) Provision for income
taxes
|
1,444 | 1,516 | 3,762 | 3,544 | ||||||||||||
|
(e) Other (income) expense,
net
|
(73 | ) | (90 | ) | (36 | ) | (50 | ) | ||||||||
|
EBITDA (1)
|
$ | 7,508 | $ | 6,151 | $ | 18,902 | $ | 15,688 | ||||||||
|
Diluted EBITDA per common
share
|
$ | 0.14 | $ | 0.12 | $ | 0.36 | $ | 0.32 | ||||||||
|
Weighted average shares used in
diluted EBITDA
|
||||||||||||||||
|
per common
share
|
53,302,655 | 49,683,730 | 52,935,805 | 48,553,525 | ||||||||||||
|
Net
income in accordance with generally
|
||||||||||||||||
|
accepted accounting
principles
|
$ | 2,765 | $ | 2,267 | $ | 6,517 | $ | 4,672 | ||||||||
|
Add:
|
||||||||||||||||
|
(a) Amortization of
intangibles
|
390 | 425 | 1,169 | 1,583 | ||||||||||||
|
(b) Stock-based
compensation
|
1,429 | 1,211 | 3,602 | 3,491 | ||||||||||||
|
Adjusted net
income
|
$ | 4,584 | $ | 3,903 | $ | 11,288 | $ | 9,746 | ||||||||
|
Diluted adjusted net income per
common share
|
$ | 0.09 | $ | 0.08 | $ | 0.21 | $ | 0.20 | ||||||||
|
Weighted average shares used in diluted
adjusted net income
|
||||||||||||||||
|
per common
share
|
53,302,655 | 49,683,730 | 52,935,805 | 48,553,525 | ||||||||||||
|
EBITDA
|
$ | 7,508 | $ | 6,151 | $ | 18,902 | $ | 15,688 | ||||||||
|
Add/(less):
|
|
|||||||||||||||
|
(a) Changes in operating assets and
liabilities
|
(2,260 | ) | (825 | ) | (7,712 | ) | (14 | ) | ||||||||
|
(b) Provision for doubtful
accounts
|
50 | 30 | 65 | 30 | ||||||||||||
|
(c) Provision for income
taxes
|
(1,444 | ) | (1,516 | ) | (3,762 | ) | (3,544 | ) | ||||||||
|
(d) Deferred income
taxes
|
180 | 338 | 138 | 636 | ||||||||||||
|
(e) Other income (expense),
net
|
73 | 90 | 36 | 50 | ||||||||||||
|
Net
cash provided by operating activities
|
$ | 4,107 | $ | 4,268 | $ | 7,667 | $ | 12,846 | ||||||||
|
(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
|
|
September 30, 2010
|
December 31, 2009
|
|||||||
|
ASSETS
|
||||||||
|
Current
assets:
|
||||||||
|
Cash
and cash equivalents
|
$ | 50,357 | $ | 45,572 | ||||
|
Accounts
receivable, net
|
16,821 | 10,265 | ||||||
|
Prepaid
expenses and other current assets
|
3,627 | 3,661 | ||||||
|
Deferred
tax assets, net
|
772 | 1,460 | ||||||
|
Total
current assets
|
71,577 | 60,958 | ||||||
|
Property
and equipment, net
|
12,008 | 9,551 | ||||||
|
Intangibles,
net
|
2,442 | 2,821 | ||||||
|
Goodwill
|
24,015 | 23,920 | ||||||
|
Deferred
tax assets, net
|
5,327 | 4,777 | ||||||
|
Deferred
implementation costs, net of current
|
158 | 136 | ||||||
|
Security
deposits
|
490 | 326 | ||||||
|
Other
assets
|
1,984 | 1,792 | ||||||
|
Total
assets
|
$ | 118,001 | $ | 104,281 | ||||
|
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
||||||||
|
Current
liabilities:
|
||||||||
|
Accounts
payable
|
$ | 4,733 | $ | 5,375 | ||||
|
Accrued
expenses
|
9,927 | 10,895 | ||||||
|
Deferred
revenue
|
5,585 | 4,692 | ||||||
|
Total
current liabilities
|
20,245 | 20,962 | ||||||
|
Deferred
revenue, net of current
|
588 | 506 | ||||||
|
Other
liabilities
|
1,868 | 1,676 | ||||||
|
Total
liabilities
|
22,701 | 23,144 | ||||||
|
Commitments
and contingencies
|
||||||||
|
Total
stockholders' equity
|
95,300 | 81,137 | ||||||
|
Total
liabilities and stockholders' equity
|
$ | 118,001 | $ | 104,281 | ||||
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 8,500 companies, including EarthLink, Hewlett-Packard, Microsoft 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: potential fluctuations
in our quarterly and annual results; the adverse effect that the global
recession may have on our business; competition in the real-time sales,
marketing, customer service and online engagement solutions market; risks
related to the operational integration of acquisitions; risks related to new
regulatory or other legal requirements that could materially impact our
business; risks related to our international operations, particularly our
operations in Israel, and the civil and political unrest in that region;
impairments to goodwill that result in significant charges to earnings;
volatility of the value of certain currencies in relation to the US dollar,
particularly the New Israeli Shekel, U.K. pound and Euro; continued
use by our clients of the LivePerson services and their purchase of additional
services; responding to rapid technological change and changing client
preferences; technology systems beyond our control and technology-related
defects that could disrupt the LivePerson services; privacy concerns relating to
the Internet that could result in new legislation or negative public perception;
risks related to the regulation or possible misappropriation of personal
information; legal liability and/or negative publicity for the services provided
to consumers via our technology platforms; and risks related to protecting our
intellectual property rights or potential infringement of the intellectual
property rights of third parties. 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.