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LIVEPERSON, INC.
|
(Exact Name of Registrant as Specified in Its Charter)
|
Delaware
|
|
13-3861628
|
(State or Other Jurisdiction of
Incorporation or Organization)
|
|
(IRS Employer Identification No.)
|
|
|
|
475 Tenth Avenue, 5th Floor
New York, New York
|
|
10018
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
(212) 609-4200
|
(Registrant’s Telephone Number, Including Area Code)
|
Large accelerated filer
¨
|
Accelerated filer
ý
|
Non-accelerated filer
¨
|
Smaller reporting company
¨
|
(Do not check if a smaller reporting company)
|
|
LIVEPERSON, INC.
June 30, 2014
FORM 10-Q
INDEX
|
|||
|
|
PAGE
|
|
Part I.
|
Financial Information
|
|
|
|
|
|
|
Item 1.
|
Financial Statements
|
|
|
|
|
|
|
|
Condensed Consolidated Balance Sheets as of June 30, 2014 (unaudited) and December 31, 2013
|
|
|
|
|
|
|
|
Unaudited Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2014 and 2013
|
|
|
|
|
|
|
|
Unaudited Condensed Consolidated Statements of Comprehensive Loss for the Three and Six Months Ended June 30, 2014 and 2013
|
|
|
|
|
|
|
|
Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2014 and 2013
|
|
|
|
|
|
|
|
Notes to Condensed Consolidated Financial Statements (Unaudited)
|
|
|
|
|
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
|
|
|
|
|
Item 3.
|
Quantitative and Qualitative Disclosures about Market Risk
|
|
|
|
|
|
|
Item 4.
|
Controls and Procedures
|
|
|
|
|
|
|
Part II.
|
Other Information
|
|
|
|
|
|
|
Item 1.
|
Legal Proceedings
|
|
|
|
|
|
|
Item 1A.
|
Risk Factors
|
|
|
|
|
|
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
|
|
|
|
|
|
Item 3.
|
Defaults Upon Senior Securities
|
|
|
|
|
|
|
Item 4.
|
Mine Safety Disclosures
|
|
|
|
|
|
|
Item 5.
|
Other Information
|
|
|
|
|
|
|
Item 6.
|
Exhibits
|
|
|
|
|
|
|
Signatures
|
|
37
|
|
LIVEPERSON, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
|
|||||||
|
June 30,
2014 |
|
December 31,
2013 |
||||
|
(Unaudited)
|
|
(Note 1)
|
||||
ASSETS
|
|
|
|
|
|
||
CURRENT ASSETS:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
71,234
|
|
|
$
|
91,906
|
|
Accounts receivable, net of allowance for doubtful accounts of $809 and $1,165 as of June 30, 2014 and December 31, 2013, respectively
|
33,877
|
|
|
29,489
|
|
||
Prepaid expenses and other current assets
|
10,055
|
|
|
6,361
|
|
||
Deferred tax assets, net
|
4,104
|
|
|
5,426
|
|
||
Total current assets
|
119,270
|
|
|
133,182
|
|
||
Property and equipment, net
|
17,329
|
|
|
17,618
|
|
||
Intangibles, net
|
12,533
|
|
|
13,088
|
|
||
Goodwill
|
35,783
|
|
|
32,724
|
|
||
Deferred tax assets, net
|
7,397
|
|
|
6,243
|
|
||
Other assets
|
5,033
|
|
|
2,235
|
|
||
Total assets
|
$
|
197,345
|
|
|
$
|
205,090
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
||
CURRENT LIABILITIES:
|
|
|
|
|
|
||
Accounts payable
|
$
|
8,143
|
|
|
$
|
10,139
|
|
Accrued expenses
|
26,252
|
|
|
25,419
|
|
||
Deferred revenue
|
7,317
|
|
|
8,747
|
|
||
Total current liabilities
|
41,712
|
|
|
44,305
|
|
||
Deferred revenue, net of current
|
—
|
|
|
468
|
|
||
Other liabilities
|
891
|
|
|
1,264
|
|
||
Total liabilities
|
42,603
|
|
|
46,037
|
|
||
|
|
|
|
||||
Commitments and contingencies (See Note 11)
|
|
|
|
|
|
||
STOCKHOLDERS’ EQUITY (See Note 12):
|
|
|
|
|
|
||
Common stock
|
54
|
|
|
54
|
|
||
Additional paid-in capital
|
241,878
|
|
|
244,621
|
|
||
Accumulated deficit
|
(87,285
|
)
|
|
(85,279
|
)
|
||
Accumulated other comprehensive income (loss)
|
95
|
|
|
(343
|
)
|
||
Total stockholders’ equity
|
154,742
|
|
|
159,053
|
|
||
Total liabilities and stockholders’ equity
|
$
|
197,345
|
|
|
$
|
205,090
|
|
LIVEPERSON, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
|
||||||||||||||||
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
|
|
June 30,
|
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Revenue
|
|
$
|
51,087
|
|
|
$
|
43,229
|
|
|
$
|
98,915
|
|
|
$
|
85,725
|
|
Costs and expenses
(1) (2)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of revenue
|
|
13,161
|
|
|
10,612
|
|
|
24,896
|
|
|
20,746
|
|
||||
Sales and marketing
|
|
20,077
|
|
|
15,499
|
|
|
38,472
|
|
|
29,977
|
|
||||
General and administrative
|
|
9,788
|
|
|
9,835
|
|
|
19,286
|
|
|
20,072
|
|
||||
Product development
|
|
9,336
|
|
|
9,047
|
|
|
18,287
|
|
|
17,068
|
|
||||
Amortization of purchased intangibles
|
|
206
|
|
|
224
|
|
|
396
|
|
|
448
|
|
||||
Total costs and expenses
|
|
52,568
|
|
|
45,217
|
|
|
101,337
|
|
|
88,311
|
|
||||
Loss from operations
|
|
(1,481
|
)
|
|
(1,988
|
)
|
|
(2,422
|
)
|
|
(2,586
|
)
|
||||
Other income (expense)
|
|
45
|
|
|
20
|
|
|
(38
|
)
|
|
55
|
|
||||
Loss before benefit from income taxes
|
|
(1,436
|
)
|
|
(1,968
|
)
|
|
(2,460
|
)
|
|
(2,531
|
)
|
||||
Benefit from income taxes
|
|
(224
|
)
|
|
(138
|
)
|
|
(454
|
)
|
|
(470
|
)
|
||||
Net loss
|
|
$
|
(1,212
|
)
|
|
$
|
(1,830
|
)
|
|
$
|
(2,006
|
)
|
|
$
|
(2,061
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Net loss per share of common stock:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
(0.02
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
(0.04
|
)
|
Diluted
|
|
$
|
(0.02
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
(0.04
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average shares used to compute net loss per share:
|
|
|
|
|
|
|
|
|||||||||
Basic
|
|
54,189,722
|
|
|
54,806,694
|
|
|
54,766,811
|
|
|
55,332,449
|
|
||||
Diluted
|
|
54,189,722
|
|
|
54,806,694
|
|
|
54,766,811
|
|
|
55,332,449
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
(1)
Amounts include stock compensation expense, as follows:
|
|
|
|
|
|
|
|
|||||||||
Cost of revenue
|
|
$
|
484
|
|
|
$
|
501
|
|
|
$
|
844
|
|
|
$
|
922
|
|
Sales and marketing
|
|
923
|
|
|
569
|
|
|
1,737
|
|
|
1,315
|
|
||||
General and administrative
|
|
869
|
|
|
1,019
|
|
|
1,712
|
|
|
2,034
|
|
||||
Product development
|
|
931
|
|
|
812
|
|
|
1,611
|
|
|
1,681
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
(2)
Amounts include depreciation expense, as follows:
|
|
|
|
|
|
|
|
|||||||||
Cost of revenue
|
|
$
|
1,646
|
|
|
$
|
1,540
|
|
|
$
|
3,044
|
|
|
$
|
3,120
|
|
Sales and marketing
|
|
201
|
|
|
22
|
|
|
408
|
|
|
45
|
|
||||
General and administrative
|
|
214
|
|
|
261
|
|
|
414
|
|
|
523
|
|
||||
Product development
|
|
172
|
|
|
175
|
|
|
349
|
|
|
360
|
|
LIVEPERSON, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(IN THOUSANDS)
(UNAUDITED)
|
|||||||||||||||
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Net loss
|
$
|
(1,212
|
)
|
|
$
|
(1,830
|
)
|
|
$
|
(2,006
|
)
|
|
$
|
(2,061
|
)
|
Foreign currency translation adjustment
|
298
|
|
|
(428
|
)
|
|
438
|
|
|
(387
|
)
|
||||
Comprehensive loss
|
$
|
(914
|
)
|
|
$
|
(2,258
|
)
|
|
$
|
(1,568
|
)
|
|
$
|
(2,448
|
)
|
LIVEPERSON, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
|
|||||||
|
Six Months Ended
|
||||||
|
June 30,
|
||||||
|
2014
|
|
2013
|
||||
OPERATING ACTIVITIES:
|
|
|
|
|
|
||
Net loss
|
$
|
(2,006
|
)
|
|
$
|
(2,061
|
)
|
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
|
|
|
|
|
|
||
Stock-based compensation expense
|
5,904
|
|
|
5,952
|
|
||
Depreciation
|
4,215
|
|
|
4,048
|
|
||
Amortization of purchased intangibles
|
2,133
|
|
|
884
|
|
||
Deferred income taxes and other non-cash tax items
|
(658
|
)
|
|
(1,174
|
)
|
||
Provision for doubtful accounts, net
|
979
|
|
|
—
|
|
||
|
|
|
|
||||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||
Accounts receivable
|
(5,230
|
)
|
|
(1,531
|
)
|
||
Prepaid expenses and other current assets
|
(4,599
|
)
|
|
(1,524
|
)
|
||
Other assets
|
394
|
|
|
80
|
|
||
Accounts payable
|
(1,700
|
)
|
|
(5,208
|
)
|
||
Accrued expenses
|
(287
|
)
|
|
1,553
|
|
||
Deferred revenue
|
(1,926
|
)
|
|
(254
|
)
|
||
Other liabilities
|
(365
|
)
|
|
(86
|
)
|
||
Net cash (used in) provided by operating activities
|
(3,146
|
)
|
|
679
|
|
||
|
|
|
|
||||
INVESTING ACTIVITIES:
|
|
|
|
|
|
||
Purchases of property and equipment, including capitalized software
|
(4,322
|
)
|
|
(4,661
|
)
|
||
Investment in technology licenses
|
(3,174
|
)
|
|
—
|
|
||
Acquisition of Synchronite
|
(2,300
|
)
|
|
—
|
|
||
Acquisition of NexGraph
|
(125
|
)
|
|
—
|
|
||
Acquisition of domains
|
(27
|
)
|
|
(50
|
)
|
||
Acquisition costs - Engage, net of cash
|
—
|
|
|
(79
|
)
|
||
Net cash used in investing activities
|
(9,948
|
)
|
|
(4,790
|
)
|
||
|
|
|
|
||||
FINANCING ACTIVITIES:
|
|
|
|
|
|
||
Excess tax benefit from the exercise of employee stock options
|
—
|
|
|
135
|
|
||
Proceeds from issuance of common stock in connection with the exercise of options
|
3,922
|
|
|
2,318
|
|
||
Repurchase of common stock
|
(12,163
|
)
|
|
(26,526
|
)
|
||
Net cash used in financing activities
|
(8,241
|
)
|
|
(24,073
|
)
|
||
EFFECT OF FOREIGN EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
|
663
|
|
|
(203
|
)
|
||
CHANGE IN CASH AND CASH EQUIVALENTS
|
(20,672
|
)
|
|
(28,387
|
)
|
||
CASH AND CASH EQUIVALENTS - Beginning of the period
|
91,906
|
|
|
103,339
|
|
||
CASH AND CASH EQUIVALENTS - End of the period
|
$
|
71,234
|
|
|
$
|
74,952
|
|
|
|
|
|
||||
SUPPLEMENTAL DISCLOSURE OF OTHER CASH FLOW INFORMATION:
|
|
|
|
||||
Cash paid for income taxes
|
$
|
1,843
|
|
|
$
|
118
|
|
|
|
|
|
||||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
|
|
|
|
||||
Contingent earn-out in connection with the acquisition of Synchronite recorded in accrued expenses
|
$
|
1,810
|
|
|
$
|
—
|
|
Purchase of property and equipment recorded in accounts payable
|
$
|
407
|
|
|
$
|
144
|
|
Acquisition cost in connection with NexGraph recorded in accrued expenses
|
$
|
250
|
|
|
$
|
—
|
|
1.
|
Description of Business and Basis of Presentation
|
2.
|
Revenue Recognition
|
3.
|
Net Loss Per Share
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||
|
June 30,
|
|
June 30,
|
||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||
Basic
|
54,189,722
|
|
|
54,806,694
|
|
|
54,766,811
|
|
|
55,332,449
|
|
Effect of assumed exercised options
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Diluted
|
54,189,722
|
|
|
54,806,694
|
|
|
54,766,811
|
|
|
55,332,449
|
|
4.
|
Segment Information
|
|
Business
|
|
Consumer
|
|
Corporate
|
|
Consolidated
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
Hosted services – Business
|
$
|
41,996
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
41,996
|
|
Hosted services – Consumer
|
—
|
|
|
4,539
|
|
|
—
|
|
|
4,539
|
|
||||
Professional services
|
4,552
|
|
|
—
|
|
|
—
|
|
|
4,552
|
|
||||
Total revenue
|
46,548
|
|
|
4,539
|
|
|
—
|
|
|
51,087
|
|
||||
Cost of revenue
|
12,483
|
|
|
678
|
|
|
—
|
|
|
13,161
|
|
||||
Sales and marketing
|
18,799
|
|
|
1,278
|
|
|
—
|
|
|
20,077
|
|
||||
Amortization of purchased intangibles
|
206
|
|
|
—
|
|
|
—
|
|
|
206
|
|
||||
Unallocated corporate expenses
|
—
|
|
|
—
|
|
|
19,124
|
|
|
19,124
|
|
||||
Operating income (loss)
|
$
|
15,060
|
|
|
$
|
2,583
|
|
|
$
|
(19,124
|
)
|
|
$
|
(1,481
|
)
|
|
Business
|
|
Consumer
|
|
Corporate
|
|
Consolidated
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
Hosted services – Business
|
$
|
36,634
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
36,634
|
|
Hosted services – Consumer
|
—
|
|
|
3,776
|
|
|
—
|
|
|
3,776
|
|
||||
Professional services
|
2,819
|
|
|
—
|
|
|
—
|
|
|
2,819
|
|
||||
Total revenue
|
39,453
|
|
|
3,776
|
|
|
—
|
|
|
43,229
|
|
||||
Cost of revenue
|
9,974
|
|
|
638
|
|
|
—
|
|
|
10,612
|
|
||||
Sales and marketing
|
14,243
|
|
|
1,256
|
|
|
—
|
|
|
15,499
|
|
||||
Amortization of purchased intangibles
|
224
|
|
|
—
|
|
|
—
|
|
|
224
|
|
||||
Unallocated corporate expenses
|
—
|
|
|
—
|
|
|
18,882
|
|
|
18,882
|
|
||||
Operating income (loss)
|
$
|
15,012
|
|
|
$
|
1,882
|
|
|
$
|
(18,882
|
)
|
|
$
|
(1,988
|
)
|
|
Business
|
|
Consumer
|
|
Corporate
|
|
Consolidated
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
Hosted services – Business
|
$
|
81,677
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
81,677
|
|
Hosted services – Consumer
|
—
|
|
|
8,448
|
|
|
—
|
|
|
8,448
|
|
||||
Professional services
|
8,790
|
|
|
—
|
|
|
—
|
|
|
8,790
|
|
||||
Total revenue
|
90,467
|
|
|
8,448
|
|
|
—
|
|
|
98,915
|
|
||||
Cost of revenue
|
23,627
|
|
|
1,269
|
|
|
—
|
|
|
24,896
|
|
||||
Sales and marketing
|
35,717
|
|
|
2,755
|
|
|
—
|
|
|
38,472
|
|
||||
Amortization of purchased intangibles
|
396
|
|
|
—
|
|
|
—
|
|
|
396
|
|
||||
Unallocated corporate expenses
|
—
|
|
|
—
|
|
|
37,573
|
|
|
37,573
|
|
||||
Operating income (loss)
|
$
|
30,727
|
|
|
$
|
4,424
|
|
|
$
|
(37,573
|
)
|
|
$
|
(2,422
|
)
|
|
Business
|
|
Consumer
|
|
Corporate
|
|
Consolidated
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
Hosted services – Business
|
$
|
72,778
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
72,778
|
|
Hosted services – Consumer
|
—
|
|
|
7,395
|
|
|
—
|
|
|
7,395
|
|
||||
Professional services
|
5,552
|
|
|
—
|
|
|
—
|
|
|
5,552
|
|
||||
Total revenue
|
78,330
|
|
|
7,395
|
|
|
—
|
|
|
85,725
|
|
||||
Cost of revenue
|
19,510
|
|
|
1,236
|
|
|
—
|
|
|
20,746
|
|
||||
Sales and marketing
|
27,449
|
|
|
2,528
|
|
|
—
|
|
|
29,977
|
|
||||
Amortization of purchased intangibles
|
448
|
|
|
—
|
|
|
—
|
|
|
448
|
|
||||
Unallocated corporate expenses
|
—
|
|
|
—
|
|
|
37,140
|
|
|
37,140
|
|
||||
Operating income (loss)
|
$
|
30,923
|
|
|
$
|
3,631
|
|
|
$
|
(37,140
|
)
|
|
$
|
(2,586
|
)
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
United States
|
$
|
33,765
|
|
|
$
|
28,966
|
|
|
$
|
64,865
|
|
|
$
|
57,606
|
|
Other Americas
(1)
|
2,172
|
|
|
1,825
|
|
|
4,321
|
|
|
3,792
|
|
||||
Total Americas
|
35,937
|
|
|
30,791
|
|
|
69,186
|
|
|
61,398
|
|
||||
EMEA
(2)
|
11,055
|
|
|
8,051
|
|
|
21,569
|
|
|
15,972
|
|
||||
APAC
(3)
|
4,095
|
|
|
4,387
|
|
|
8,160
|
|
|
8,355
|
|
||||
Total revenue
|
$
|
51,087
|
|
|
$
|
43,229
|
|
|
$
|
98,915
|
|
|
$
|
85,725
|
|
|
June 30,
|
|
December 31,
|
||||
|
2014
|
|
2013
|
||||
United States
|
$
|
39,347
|
|
|
$
|
34,422
|
|
Israel
|
20,551
|
|
|
22,580
|
|
||
Australia
|
9,058
|
|
|
9,827
|
|
||
Netherlands
|
7,696
|
|
|
3,540
|
|
||
United Kingdom
|
1,423
|
|
|
1,539
|
|
||
Total long-lived assets
|
$
|
78,075
|
|
|
$
|
71,908
|
|
5.
|
Goodwill and Intangible Assets
|
|
Business
|
|
Consumer
|
|
Total
|
||||||
Balance as of December 31, 2013
|
$
|
24,700
|
|
|
$
|
8,024
|
|
|
$
|
32,724
|
|
Adjustments to goodwill:
|
|
|
|
|
|
||||||
NexGraph acquisition
|
400
|
|
|
—
|
|
|
400
|
|
|||
Synchronite acquisition
|
2,659
|
|
|
—
|
|
|
2,659
|
|
|||
Balance as of June 30, 2014
|
$
|
27,759
|
|
|
$
|
8,024
|
|
|
$
|
35,783
|
|
|
Business
|
|
Consumer
|
|
Total
|
||||||
Balance as of December 31, 2012
|
$
|
24,621
|
|
|
$
|
8,024
|
|
|
$
|
32,645
|
|
Adjustments to goodwill:
|
|
|
|
|
|
||||||
Adjustments to Engage acquisition
|
79
|
|
|
—
|
|
|
79
|
|
|||
Balance as of December 31, 2013
|
$
|
24,700
|
|
|
$
|
8,024
|
|
|
$
|
32,724
|
|
|
As of June 30, 2014
|
||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Carrying Amount
|
|
Weighted
Average
Amortization
Period
|
||||||
Amortizing intangible assets:
|
|
|
|
|
|
|
|
||||||
Technology
|
$
|
19,615
|
|
|
$
|
(9,416
|
)
|
|
$
|
10,199
|
|
|
4.1 years
|
Customer relationships
|
5,308
|
|
|
(3,480
|
)
|
|
1,828
|
|
|
3.7 years
|
|||
Trade names
|
787
|
|
|
(725
|
)
|
|
62
|
|
|
2.8 years
|
|||
Non-compete agreements
|
646
|
|
|
(519
|
)
|
|
127
|
|
|
1.3 years
|
|||
Patents
|
475
|
|
|
(210
|
)
|
|
265
|
|
|
11.0 years
|
|||
Other
|
312
|
|
|
(260
|
)
|
|
52
|
|
|
3.0 years
|
|||
Total
|
$
|
27,143
|
|
|
$
|
(14,610
|
)
|
|
$
|
12,533
|
|
|
|
|
As of December 31, 2013
|
||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Carrying Amount
|
|
Weighted
Average
Amortization
Period
|
||||||
Amortizing intangible assets:
|
|
|
|
|
|
|
|
||||||
Technology
|
$
|
18,533
|
|
|
$
|
(7,678
|
)
|
|
$
|
10,855
|
|
|
3.8 years
|
Customer relationships
|
5,061
|
|
|
(3,148
|
)
|
|
1,913
|
|
|
3.5 years
|
|||
Trade names
|
725
|
|
|
(725
|
)
|
|
—
|
|
|
2.7 years
|
|||
Non-compete agreements
|
486
|
|
|
(486
|
)
|
|
—
|
|
|
1.2 years
|
|||
Patents
|
475
|
|
|
(189
|
)
|
|
286
|
|
|
11.0 years
|
|||
Other
|
285
|
|
|
(251
|
)
|
|
34
|
|
|
3.0 years
|
|||
Total
|
$
|
25,565
|
|
|
$
|
(12,477
|
)
|
|
$
|
13,088
|
|
|
|
|
Estimated Amortization Expense
|
||
2014
|
$
|
2,182
|
|
2015
|
3,976
|
|
|
2016
|
3,514
|
|
|
2017
|
1,915
|
|
|
2018
|
194
|
|
|
Thereafter
|
752
|
|
|
Total
|
$
|
12,533
|
|
6.
|
Property and Equipment
|
|
June 30,
2014 |
|
December 31,
2013 |
||||
Computer equipment and software
|
$
|
49,170
|
|
|
$
|
45,790
|
|
Furniture, equipment and building improvements
|
8,452
|
|
|
7,906
|
|
||
|
57,622
|
|
|
53,696
|
|
||
Less: accumulated depreciation
|
(40,293
|
)
|
|
(36,078
|
)
|
||
Total
|
$
|
17,329
|
|
|
$
|
17,618
|
|
7.
|
Accrued Liabilities
|
|
June 30,
2014 |
|
December 31,
2013 |
||||
Payroll and other employee related costs
|
$
|
9,804
|
|
|
$
|
13,090
|
|
Professional services and consulting and other vendor fees
|
7,451
|
|
|
6,769
|
|
||
Sales commissions
|
3,142
|
|
|
1,778
|
|
||
Contingent earnout (Note 8)
|
3,220
|
|
|
1,660
|
|
||
Other
|
2,635
|
|
|
2,122
|
|
||
Total
|
$
|
26,252
|
|
|
$
|
25,419
|
|
8.
|
Acquisitions
|
Intangible assets (technology)
|
$
|
767
|
|
Goodwill
|
2,405
|
|
|
|
3,172
|
|
|
Deferred tax liability
|
(288
|
)
|
|
Total purchase price consideration
|
$
|
2,884
|
|
Cash
|
$
|
386
|
|
Accounts receivable
|
3,454
|
|
|
Other current assets
|
57
|
|
|
Property and equipment
|
432
|
|
|
Other assets
|
104
|
|
|
Intangible assets
|
3,600
|
|
|
Goodwill
|
6,152
|
|
|
|
14,185
|
|
|
Liabilities assumed
|
(2,632
|
)
|
|
Deferred tax liability
|
(962
|
)
|
|
Total purchase price consideration
|
$
|
10,591
|
|
|
Weighted
Average Useful
Life (Months)
|
|
Amount
|
||
Technology
|
36
|
|
$
|
768
|
|
Trade-name
|
12
|
|
95
|
|
|
Customer relationships
|
48
|
|
2,661
|
|
|
Non-compete agreements
|
12
|
|
76
|
|
|
|
|
|
$
|
3,600
|
|
|
Weighted
Average Useful
Life (Months)
|
|
Amount
|
||
Technology
|
120
|
|
$
|
1,082
|
|
Trade-name
|
48
|
|
62
|
|
|
Customer relationships
|
84
|
|
247
|
|
|
Non-compete agreements
|
36
|
|
60
|
|
|
|
|
|
$
|
1,451
|
|
9.
|
Fair Value Measurements
|
•
|
Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
|
•
|
Level 2: Inputs reflect: quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.
|
•
|
Level 3: Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.
|
|
June 30, 2014
|
|
December 31, 2013
|
||||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Money market funds
|
$
|
8,488
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,488
|
|
|
$
|
13,674
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
13,674
|
|
Total assets
|
$
|
8,488
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,488
|
|
|
$
|
13,674
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
13,674
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Contingent earn-out
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,220
|
|
|
$
|
3,220
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,660
|
|
|
$
|
1,660
|
|
Total liabilities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,220
|
|
|
$
|
3,220
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,660
|
|
|
$
|
1,660
|
|
|
Contingent Earn-Out
|
||||||
|
June 30, 2014
|
|
December 31, 2013
|
||||
Balance, Beginning of Period
|
$
|
1,660
|
|
|
$
|
1,660
|
|
Synchronite addition (see Note 8)
|
1,810
|
|
|
—
|
|
||
Cash payment
|
(250
|
)
|
|
—
|
|
||
Balance, End of Period
|
$
|
3,220
|
|
|
$
|
1,660
|
|
10.
|
Investments
|
11.
|
Commitments and Contingencies
|
12.
|
Stockholders' Equity
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Cost of revenue
|
$
|
484
|
|
|
$
|
501
|
|
|
$
|
844
|
|
|
$
|
922
|
|
Sales and marketing expense
|
923
|
|
|
569
|
|
|
1,737
|
|
|
1,315
|
|
||||
Product development expense
|
931
|
|
|
812
|
|
|
1,611
|
|
|
1,681
|
|
||||
General and administrative expense
|
869
|
|
|
1,019
|
|
|
1,712
|
|
|
2,034
|
|
||||
Total stock based compensation included in costs and expenses
|
$
|
3,207
|
|
|
$
|
2,901
|
|
|
$
|
5,904
|
|
|
$
|
5,952
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||
|
June 30,
|
|
June 30,
|
||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
Dividend yield
|
0.0%
|
|
0.0%
|
|
0.0%
|
|
0.0%
|
Risk-free interest rate
|
1.6% - 1.7%
|
|
0.7% - 1.0%
|
|
1.5% - 1.7%
|
|
0.7% - 1.0%
|
Expected life (in years)
|
5
|
|
5
|
|
5
|
|
5
|
Historical volatility
|
52.6% - 53.2%
|
|
56.7% - 60.1%
|
|
52.6% - 53.7%
|
|
56.7% - 60.1%
|
|
Options
|
|
Weighted
Average
Exercise Price
|
|||
Options outstanding at December 31, 2013
|
9,724,193
|
|
|
$
|
10.86
|
|
Options granted
|
2,833,500
|
|
|
10.72
|
|
|
Options exercised
|
(286,553
|
)
|
|
8.40
|
|
|
Options cancelled
|
(836,916
|
)
|
|
13.27
|
|
|
Options outstanding at June 30, 2014
|
11,434,224
|
|
|
10.71
|
|
|
Options exercisable at June 30, 2014
|
4,512,864
|
|
|
$
|
9.15
|
|
|
Options
|
|
Weighted
Average Grant- Date Fair Value |
|||
Nonvested Shares at December 31, 2013
|
5,633,701
|
|
|
$
|
6.90
|
|
Granted
|
2,833,500
|
|
|
5.06
|
|
|
Vested
|
(708,925
|
)
|
|
5.79
|
|
|
Cancelled
|
(836,916
|
)
|
|
6.73
|
|
|
Nonvested Shares at June 30, 2014
|
6,921,360
|
|
|
$
|
5.80
|
|
13.
|
Legal Matters
|
•
|
Expanding Business with Existing Customers and Adding New Customers.
We are expanding our sales capacity by adding enterprise and midmarket sales agents. We have also expanded our efforts to retain existing SMB customers through increased interaction with them during the early stages of their usage of our services.
|
•
|
Introducing New Products and Capabilities.
We are investing in product marketing, research and development and executive personnel to support our expanding efforts to build and launch new products and capabilities to support existing customer deployments, and to further penetrate our total addressable market. These investments are initially focused in the areas of online marketing engagement and chat transcript text analysis. Over time, we expect to develop and launch additional capabilities that leverage our existing market position as a leader in proactive, intelligence-driven online engagement.
|
•
|
Expanding our International Presence.
We continue to increase our investment in sales and support personnel in the United Kingdom, Asia-Pacific, Latin America and Western Europe, particularly France and Germany. We are also working with sales and support partners as we expand our investment in the Asia-Pacific region. We continue to improve the multi-language and translation capabilities within our hosted solutions to further support international expansion.
|
•
|
Total revenue increased
18%
to
$51.1 million
from
$43.2 million
.
|
•
|
Revenue from our Business segment increased
18%
to
$46.5 million
from
$39.5 million
.
|
•
|
Gross profit margin decreased to 74.2% from 75.5%.
|
•
|
Cost and expenses increased 16% to
$52.6 million
from
$45.2 million
.
|
•
|
Net loss decreased to
$1.2 million
from net loss of
$1.8 million
.
|
•
|
Bookings increased 53% and 36% to $10.8 million and $19.7 million in the three and
six months ended
June 30, 2014
, respectively, from $7.1 million and $14.5 million in the comparable periods in
2013
. We include in our bookings metrics new or incremental contractual commitments for the first year of the contractual relationship from either new or existing customers for recurring subscription based fees, but exclude from such amounts non-recurring fees such as one time implementation costs or one time consulting fees. The bookings metric generally
|
•
|
Average deal size for new bookings in the three and
six months ended
June 30, 2014
was $81,700 and $81,900, respectively, with average deal size for new customers of $90,800 and $110,500, respectively, and average deal size for existing customers requesting additional products or expanded access to current products of $78,000 and $71,800, respectively. Average deal size for new bookings in the three and
six months ended
June 30, 2013
was $50,700 and $50,500, respectively, with average deal size for new customers of $47,300 and $49,200, respectively, and average deal size for existing customers requesting additional products or expanded access to current products of $52,100 and $51,000, respectively. Similar to our bookings metric, average deal size generally represents new contractual arrangements with committed subscription or base fees from new or existing mid-market or enterprise customers, and does not capture usage and/or pay-for-performance based contracts or fees. Management uses average deal size, being a subset of bookings, as a relevant metric in providing management with insight into certain recent activity in our business.
|
•
|
although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements;
|
•
|
adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;
|
•
|
adjusted EBITDA does not consider the potentially dilutive impact of equity-based compensation;
|
•
|
adjusted EBITDA does not reflect tax payments that may represent a reduction in cash available to us; and
|
•
|
other companies, including companies in our industry, may calculate adjusted EBITDA differently, which reduces its usefulness as a comparative measure.
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Reconciliation of Adjusted EBITDA
|
|
|
|
|
|
|
|
||||||||
Net loss
|
$
|
(1,212
|
)
|
|
$
|
(1,830
|
)
|
|
$
|
(2,006
|
)
|
|
$
|
(2,061
|
)
|
Amortization of purchased intangibles
|
1,075
|
|
|
466
|
|
|
2,133
|
|
|
884
|
|
||||
Stock-based compensation
|
3,207
|
|
|
2,901
|
|
|
5,904
|
|
|
5,952
|
|
||||
Depreciation
|
2,233
|
|
|
1,998
|
|
|
4,215
|
|
|
4,048
|
|
||||
Benefit from income taxes
|
(224
|
)
|
|
(138
|
)
|
|
(454
|
)
|
|
(470
|
)
|
||||
Other (income) expense
|
(45
|
)
|
|
(20
|
)
|
|
38
|
|
|
(55
|
)
|
||||
Adjusted EBITDA
|
$
|
5,034
|
|
|
$
|
3,377
|
|
|
$
|
9,830
|
|
|
$
|
8,298
|
|
•
|
although amortization are non-cash charges, the assets being amortized may have to be replaced in the future, and adjusted net income does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements;
|
•
|
adjusted net income does not consider the potentially dilutive impact of equity-based compensation;
|
•
|
other companies, including companies in our industry, may calculate adjusted net income differently, which reduces its usefulness as a comparative measure.
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Reconciliation of Adjusted Net Income
|
|
|
|
|
|
|
|
||||||||
Net loss
|
$
|
(1,212
|
)
|
|
$
|
(1,830
|
)
|
|
$
|
(2,006
|
)
|
|
$
|
(2,061
|
)
|
Amortization of purchased intangibles
|
1,075
|
|
|
466
|
|
|
2,133
|
|
|
884
|
|
||||
Stock-based compensation
|
3,207
|
|
|
2,901
|
|
|
5,904
|
|
|
5,952
|
|
||||
Adjusted net income
|
$
|
3,070
|
|
|
$
|
1,537
|
|
|
$
|
6,031
|
|
|
$
|
4,775
|
|
•
|
compensation costs relating to employees who provide customer support and implementation services to our customers;
|
•
|
compensation costs relating to our network support staff;
|
•
|
depreciation of certain hardware and software;
|
•
|
allocated occupancy costs and related overhead;
|
•
|
the cost of supporting our infrastructure, including expenses related to server leases, infrastructure support costs and Internet connectivity;
|
•
|
the credit card fees and related payment processing costs associated with the consumer and SMB services; and
|
•
|
amortization of certain intangibles.
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
(in thousands)
|
|
(in thousands)
|
||||||||||||
Stock-based compensation expense related to ASC 718-10
|
$
|
3,207
|
|
|
$
|
2,901
|
|
|
$
|
5,904
|
|
|
$
|
5,952
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||||||||
|
2014
|
|
2013
|
|
% Change
|
|
2014
|
|
2013
|
|
% Change
|
||||||||||
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
||||||||||||||
Revenue by Segment:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Business
|
$
|
46,548
|
|
|
$
|
39,453
|
|
|
18
|
%
|
|
$
|
90,467
|
|
|
$
|
78,330
|
|
|
15
|
%
|
Consumer
|
4,539
|
|
|
3,776
|
|
|
20
|
%
|
|
8,448
|
|
|
7,395
|
|
|
14
|
%
|
||||
Total
|
$
|
51,087
|
|
|
$
|
43,229
|
|
|
18
|
%
|
|
$
|
98,915
|
|
|
$
|
85,725
|
|
|
15
|
%
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||||||||
|
2014
|
|
2013
|
|
% Change
|
|
2014
|
|
2013
|
|
% Change
|
||||||||||
|
($ in thousands)
|
|
|
|
($ in thousands)
|
|
|
||||||||||||||
Cost of revenue - business
|
$
|
12,483
|
|
|
$
|
9,974
|
|
|
25
|
%
|
|
$
|
23,627
|
|
|
$
|
19,510
|
|
|
21
|
%
|
Percentage of total revenue
|
24
|
%
|
|
23
|
%
|
|
|
|
24
|
%
|
|
23
|
%
|
|
|
||||||
Headcount (at period end):
|
200
|
|
|
183
|
|
|
9
|
%
|
|
200
|
|
|
183
|
|
|
9
|
%
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||||||||
|
2014
|
|
2013
|
|
% Change
|
|
2014
|
|
2013
|
|
% Change
|
||||||||||
|
($ in thousands)
|
|
|
|
($ in thousands)
|
|
|
||||||||||||||
Cost of revenue - consumer
|
$
|
678
|
|
|
$
|
638
|
|
|
6
|
%
|
|
$
|
1,269
|
|
|
$
|
1,236
|
|
|
3
|
%
|
Percentage of total revenue
|
1
|
%
|
|
1
|
%
|
|
|
|
1
|
%
|
|
1
|
%
|
|
|
||||||
Headcount (at period end)
|
17
|
|
|
16
|
|
|
6
|
%
|
|
17
|
|
|
16
|
|
|
6
|
%
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||||||||
|
2014
|
|
2013
|
|
% Change
|
|
2014
|
|
2013
|
|
% Change
|
||||||||||
|
($ in thousands)
|
|
|
|
($ in thousands)
|
|
|
||||||||||||||
Product development
|
$
|
9,336
|
|
|
$
|
9,047
|
|
|
3
|
%
|
|
$
|
18,287
|
|
|
$
|
17,068
|
|
|
7
|
%
|
Percentage of total revenue
|
18
|
%
|
|
21
|
%
|
|
|
|
18
|
%
|
|
20
|
%
|
|
|
||||||
Headcount (at period end):
|
214
|
|
|
204
|
|
|
5
|
%
|
|
214
|
|
|
204
|
|
|
5
|
%
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||||||||
|
2014
|
|
2013
|
|
% Change
|
|
2014
|
|
2013
|
|
% Change
|
||||||||||
|
($ in thousands)
|
|
|
|
($ in thousands)
|
|
|
||||||||||||||
Sales and marketing - business
|
$
|
18,799
|
|
|
$
|
14,243
|
|
|
32
|
%
|
|
$
|
35,717
|
|
|
$
|
27,449
|
|
|
30
|
%
|
Percentage of total revenue
|
37
|
%
|
|
33
|
%
|
|
|
|
36
|
%
|
|
32
|
%
|
|
|
||||||
Headcount (at period end):
|
275
|
|
|
238
|
|
|
16
|
%
|
|
275
|
|
|
238
|
|
|
16
|
%
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||||||||
|
2014
|
|
2013
|
|
% Change
|
|
2014
|
|
2013
|
|
% Change
|
||||||||||
|
($ in thousands)
|
|
|
|
($ in thousands)
|
|
|
||||||||||||||
Sales and marketing - consumer
|
$
|
1,278
|
|
|
$
|
1,256
|
|
|
2
|
%
|
|
$
|
2,755
|
|
|
$
|
2,528
|
|
|
9
|
%
|
Percentage of total revenue
|
3
|
%
|
|
3
|
%
|
|
|
|
3
|
%
|
|
3
|
%
|
|
|
||||||
Headcount (at period end):
|
5
|
|
|
5
|
|
|
—
|
%
|
|
5
|
|
|
5
|
|
|
—
|
%
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||||||||
|
2014
|
|
2013
|
|
% Change
|
|
2014
|
|
2013
|
|
% Change
|
||||||||||
|
($ in thousands)
|
|
|
|
($ in thousands)
|
|
|
||||||||||||||
General and administrative
|
$
|
9,788
|
|
|
$
|
9,835
|
|
|
—
|
%
|
|
$
|
19,286
|
|
|
$
|
20,072
|
|
|
(4
|
)%
|
Percentage of total revenue
|
19
|
%
|
|
23
|
%
|
|
|
|
19
|
%
|
|
23
|
%
|
|
|
||||||
Headcount (at period end):
|
97
|
|
|
82
|
|
|
18
|
%
|
|
97
|
|
|
82
|
|
|
18
|
%
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||||||||
|
2014
|
|
2013
|
|
% Change
|
|
2014
|
|
2013
|
|
% Change
|
||||||||||
|
($ in thousands)
|
|
|
|
($ in thousands)
|
|
|
||||||||||||||
Amortization of purchased intangibles
|
$
|
206
|
|
|
$
|
224
|
|
|
(8
|
)%
|
|
$
|
396
|
|
|
$
|
448
|
|
|
(12
|
)%
|
Percentage of total revenues
|
—
|
%
|
|
1
|
%
|
|
|
|
—
|
%
|
|
1
|
%
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||||||||
|
2014
|
|
2013
|
|
% Change
|
|
2014
|
|
2013
|
|
% Change
|
||||||||||
|
($ in thousands)
|
|
|
|
($ in thousands)
|
|
|
||||||||||||||
Other income (expense)
|
$
|
45
|
|
|
$
|
20
|
|
|
125
|
%
|
|
$
|
(38
|
)
|
|
$
|
55
|
|
|
(169
|
)%
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||||||||
|
2014
|
|
2013
|
|
% Change
|
|
2014
|
|
2013
|
|
% Change
|
||||||||||
|
($ in thousands)
|
|
|
|
($ in thousands)
|
|
|
||||||||||||||
Benefit from income taxes
|
$
|
(224
|
)
|
|
$
|
(138
|
)
|
|
62
|
%
|
|
$
|
(454
|
)
|
|
$
|
(470
|
)
|
|
(3
|
)%
|
|
Six Months Ended
|
||||||
|
June 30,
|
||||||
|
2014
|
|
2013
|
||||
|
(in thousands)
|
||||||
Consolidated Statements of Cash Flows Data:
|
|
|
|
||||
Cash flows (used in) provided by operating activities
|
$
|
(3,146
|
)
|
|
$
|
679
|
|
Cash flows used in investing activities
|
(9,948
|
)
|
|
(4,790
|
)
|
||
Cash flows used in financing activities
|
(8,241
|
)
|
|
(24,073
|
)
|
|
Payments due by period
|
||||||||||||||||||
|
(in thousands)
|
||||||||||||||||||
Contractual Obligations
|
Total
|
|
Less than 1
year
|
|
1-3 years
|
|
3-5 years
|
|
More than 5
years
|
||||||||||
Operating leases
|
$
|
27,176
|
|
|
$
|
4,593
|
|
|
$
|
18,979
|
|
|
$
|
3,200
|
|
|
$
|
404
|
|
Total
|
$
|
27,176
|
|
|
$
|
4,593
|
|
|
$
|
18,979
|
|
|
$
|
3,200
|
|
|
$
|
404
|
|
Period
|
|
Total Number of
Shares Purchased
(1) (2)
|
|
Average Price Paid per
Share
(1) (2)
|
|
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans or
Programs
(1) (2)
|
|
Approximate Dollar
Value of Shares that
May Yet Be
Purchased Under
the Plans or
Programs
(1) (2) (3)
|
||||||
4/1/2014 – 4/30/2014
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
5,443,321
|
|
5/1/2014 – 5/31/2014
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,443,321
|
|
||
6/1/2014 – 6/30/2014
(2)
|
|
462,912
|
|
|
9.34
|
|
|
462,912
|
|
|
1,121,590
|
|
||
Total
|
|
462,912
|
|
|
$
|
9.34
|
|
|
462,912
|
|
|
$
|
1,121,590
|
|
(1)
|
On December 10, 2012, the Company announced that its Board of Directors approved a share repurchase program through June 30, 2014. Under the stock repurchase program, the Company was authorized to repurchase shares of the Company's common stock, in the open market or privately negotiated transactions, at times and prices considered appropriate by the Board of Directors depending upon prevailing market conditions and other corporate considerations.
|
(2)
|
On March 13, 2014, the Company's Board of Directors increased the aggregate purchase price of the stock repurchase program from $30.0 million to $40.0 million. As of
June 30, 2014
, approximately $1.1 million remained available for purchases under the program as in effect at that time. On July 23, 2014, the Company's Board of Directors extended the expiration date of the program out to December 31, 2014 and also increased the aggregate purchase price of the stock repurchase program from
$40.0 million
to
$50.0 million
.
|
(3)
|
Transaction fees related to the share repurchases are deducted from the total remaining allowable expenditure amount.
|
31.1
|
|
Certification by Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
31.2
|
|
Certification by Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
32.1**
|
|
Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
32.2**
|
|
Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
101.INS†
|
|
XBRL Instance Document
|
|
|
|
101.SCH†
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL†
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.DEF†
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
101.LAB†
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
101.PRE†
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
LIVEPERSON, INC.
|
|
|
|
(Registrant)
|
|
|
|
|
|
Date:
|
July 31, 2014
|
By:
|
/s/ ROBERT P. LOCASCIO
|
|
|
Name:
|
Robert P. LoCascio
|
|
|
Title:
|
Chief Executive Officer (principal executive officer)
|
|
|
|
|
Date:
|
July 31, 2014
|
By:
|
/s/ DANIEL R. MURPHY
|
|
|
Name:
|
Daniel R. Murphy
|
|
|
Title:
|
Chief Financial Officer (principal financial and accounting officer)
|
EXHIBIT
|
|
|
|
|
|
31.1
|
|
Certification by Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
31.2
|
|
Certification by Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
32.1**
|
|
Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
32.2**
|
|
Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
101.INS†
|
|
XBRL Instance Document
|
|
|
|
101.SCH†
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL†
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.DEF†
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
101.LAB†
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
101.PRE†
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
---|
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
---|
No information found
Customers
Customer name | Ticker |
---|---|
Anthem, Inc. | ANTM |
No Suppliers Found
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|