lpsn-20240331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________.

Commission File Number: 000-30141

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.)

530 7th Ave, Floor M1
New York, New York						10018
(Address of principal executive offices)						(Zip Code)

(212) 609-4200

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001 per share

LPSN

The Nasdaq Stock Market LLC

Rights to Purchase Series A Junior
Participating Preferred Stock

None

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer

☐

Accelerated Filer

☒

Non-accelerated Filer

☐

Smaller Reporting Company

☐

Emerging Growth Company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

On May 6, 2024, 88,614,097 shares of the registrant’s common stock were outstanding.

LIVEPERSON, INC.

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2024

INDEX


		Page
	PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited):	4
	Condensed Consolidated Balance Sheets as of March 3 1 , 202 4 and December 31, 202 3	4
	Condensed Consolidated Statements of Operations for the Three Months Ended March 3 1 , 202 4 and 202 3	5
	Condensed Consolidated Statements of Comprehensive Loss for the Three Months Ended March 31, 2024 and 2023	6
	Condensed Consolidated Statements of Stockholders’ Equity for the Three Months Ended March 31, 2024 and 2023	7
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2024 and 202 3	8
	Notes to Condensed Consolidated Financial Statements	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	33
Item 3.	Quantitative and Qualitative Disclosures A bout Market Risk	39
Item 4.	Controls and Procedures	40
	PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	40
Item 1A.	Risk Factors	40
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	41
Item 3.	Defaults Upon Senior Securities	41
Item 4.	Mine Safety Disclosures	41
Item 5.	Other Information	41
Item 6.	Exhibits	43
	Signatures	45

FORWARD-LOOKING STATEMENTS

Statements in this Quarterly Report on Form 10-Q about LivePerson, Inc. (“LivePerson”, the “Company,” “we,” “our” or “us”) that are not historical facts are forward-looking statements. These forward-looking statements are based on our current expectations, assumptions, estimates and projections about LivePerson and our industry. Our expectations, assumptions, estimates and projections are expressed in good faith, and we believe there is a reasonable basis for them, but we cannot assure you that our expectations, assumptions, estimates and projections will be realized. Examples of forward-looking statements include, but are not limited to, statements regarding future business, future results of operations or financial condition (including based on examinations of historical operating trends) and management strategies. Many of these statements are found in the “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of this Quarterly Report on Form 10-Q. When used in this Quarterly Report on Form 10-Q, the words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “projects” and variations of such words or similar expressions are intended to identify forward-looking statements. However, not all forward-looking statements contain these words. Forward-looking statements are subject to risks and uncertainties that could cause actual future events or results to differ materially from those expressed or implied in the forward-looking statements. Important factors that could cause our actual results to differ materially from the forward-looking statements we make in this Quarterly Report on Form 10-Q include those set forth in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 4, 2024 (as amended on April 29, 2024) in the section entitled Part I, Item 1A. “Risk Factors” and in this Quarterly Report on Form 10-Q in the section entitled Part II, Item 1A, “Risk Factors.” It is routine for our internal projections and expectations to change as the year or each quarter in the year progresses, and therefore it should be clearly understood that the internal projections and beliefs upon which we base our expectations may change prior to the end of each quarter or the year. Although these expectations may change, we are under no obligation to inform you if they do. Our policy is generally to provide our expectations only once per quarter, and not to update that information until the next quarter. We do not undertake any obligation to revise forward-looking statements to reflect future events or circumstances. All forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

Part I — FINANCIAL INFORMATION

Item 1. Financial Statements

LIVEPERSON, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)


	March 31, 2024		December 31, 2023

	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	127,057	$	210,782
Restricted cash	1,960		2,143
Accounts receivable, net of allowance for credit losses of $9,235 and $9,290 as of March 31, 2024 and December 31, 2023, respectively	71,365		81,802
Prepaid expenses and other current assets (Note 1)	20,954		26,981

Total current assets	221,336		321,708
Operating lease right-of-use assets (Note 9)	3,431		4,135
Property and equipment, net (Note 6)	117,893		119,325
Contract acquisition costs, net	39,326		37,354
Intangible assets, net (Note 5)	56,009		61,625
Goodwill (Note 5)	280,956		285,631
Deferred tax assets	4,473		4,527
Other assets	1,264		1,208
Total assets	$	724,688	$	835,513
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	14,528	$	13,555
Accrued expenses and other current liabilities (Note 7)	75,506		97,024
Deferred revenue (Note 2)	92,414		81,858
Convertible senior notes (Note 8)	—		72,393
Operating lease liabilities (Note 9)	2,632		2,719

Total current liabilities	185,080		267,549

Convertible senior notes, net of current portion (Note 8)	512,076		511,565
Operating lease liabilities, net of current portion (Note 9)	1,466		2,173
Deferred tax liabilities	3,002		2,930
Other liabilities	3,881		3,158
Total liabilities	705,505		787,375
Commitments and contingencies (Note 11)
Stockholders’ equity:
Preferred stock, $0.001 par value - 5,000,000 shares authorized, none issued	—		—
Common stock, $0.001 par value - 200,000,000 shares authorized, 91,131,823 and 90,603,519 shares issued, 88,365,750 and 87,837,446 shares outstanding as of March 31, 2024 and December 31, 2023, respectively.	92		91
Treasury stock - 2,766,073 shares at March 31, 2024 and December 31, 2023	(3)		(3)
Additional paid-in capital	921,895		913,522
Accumulated deficit	(892,619)		(856,988)
Accumulated other comprehensive loss	(10,182)		(8,484)
Total stockholders’ equity	19,183		48,138
Total liabilities and stockholders’ equity	$	724,688	$	835,513

See accompanying notes to condensed consolidated financial statements.

LIVEPERSON, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)


	Three Months Ended
	March 31,
	2024		2023

	(In thousands, except share and per share amounts)
Revenue	$	85,149	$	107,661
Costs, expenses and other:
Cost of revenue	29,463		43,096
Sales and marketing	30,130		34,470
General and administrative	21,752		31,447
Product development	30,120		36,519
Impairment of goodwill	3,627		—
Impairment of intangibles and other assets	2,221		—
Restructuring costs	3,309		11,515
Gain on divestiture	—		(17,591)
Amortization of purchased intangible assets	891		874
Total costs, expenses and other	121,513		140,330
Loss from operations	(36,364)		(32,669)
Other income (expense), net:
Interest income, net	1,332		1,801
Other (expense) income, net	(237)		14,662
Total other income, net	1,095		16,463
Loss before provision for income taxes	(35,269)		(16,206)
Provision for income taxes	362		1,214
Net loss	$	(35,631)	$	(17,420)

Net loss per share of common stock:
Basic	$	(0.40)	$	(0.23)
Diluted	$	(0.40)	$	(0.23)
Weighted-average shares used to compute net loss per share:
Basic	88,081,654		75,774,812
Diluted	88,081,654		75,774,812

See accompanying notes to condensed consolidated financial statements.

LIVEPERSON, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(UNAUDITED)


	Three Months Ended
	March 31,
	2024		2023

	(In thousands)
Net loss	$	(35,631)	$	(17,420)
Foreign currency translation adjustment	(1,698)		866
Total comprehensive loss	$	(37,329)	$	(16,554)

See accompanying notes to condensed consolidated financial statements.

LIVEPERSON, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(UNAUDITED)


	Common Stock			Treasury Stock			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Equity
	Shares	Amount		Shares	Amount

	(In thousands, except share data)
Balance at December 31, 2023	90,603,519	$	91	(2,766,073)	$	(3)	$	913,522	$	(856,988)	$	(8,484)	$	48,138

Common stock issued upon vesting of restricted stock units	432,701	1		—	—		1		—		—		2
Stock-based compensation	—	—		—	—		8,251		—		—		8,251

Common stock issued under Employee Stock Purchase Plan (ESPP)	95,603	—		—	—

SEC Form 10-Q filed by LivePerson Inc.