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Form 8-K Five9, Inc. For: Nov 06

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November 6, 2014 4:19 PM EST


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�6, 2014�
FIVE9, INC.
(Exact name of Registrant as specified in its charter)
�
�
�
�
�
Delaware
�
001-36383
94-3394123
(State or other jurisdiction
of incorporation)
�
(Commission
File No.)
(I.R.S. Employer
Identification No.)
�
�
Bishop Ranch 8
4000 Executive Parkway, Suite 400
San Ramon, California 94583
(Address of principal executive offices and Zip Code)
Registrants telephone number, including area code: (925) 201-2000
Not Applicable
(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.
On November�6, 2014, Five9, Inc. (the Company) announced its financial results for the fiscal quarter ended September�30, 2014. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in Item 2.02 of this Current Report on Form 8-K (including Exhibit 99.1 furnished herewith) shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 (the Exchange Act) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item�9.01 Financial Statements and Exhibits.
(d) Exhibits
�
Exhibit�No.
��
Description
�
�
99.1
��
Press Release issued by the Company on November 6, 2014




SIGNATURES
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.

�
�
�
�
�
�
�
FIVE9, INC.
�
�
�
�
�
Date: November 6, 2014
�
�
�
�
�
By:
�
/s/ Barry Zwarenstein
�
�
�
�
�
�
�
�
Barry Zwarenstein
�
�
�
�
�
�
�
�
Chief Financial Officer




INDEX TO EXHIBITS
�
Exhibit�No.
��
Description
�
�
99.1
��
Press Release issued by the Company on November 6, 2014



Exhibit 99.1

Five9 Reports Third Quarter 2014 Results
Revenue Increased 23% Year-Over-Year
SAN RAMON, CALIF. - November 6, 2014 - Five9, Inc. (NASDAQ: FIVN), a leading provider of cloud contact center software, today reported results for the third quarter ended September 30, 2014.
We are pleased to report strong third quarter results. Revenue, gross margins and bottom line performance were better than expected. Our revenue growth was fueled by continued strong demand for our cloud-based software solution. Bookings momentum remained strong as we added new clients and expanded client engagements, resulting in record quarterly bookings. We continue to see more companies move away from premise-based solutions and shift their contact center technology to the cloud. These organizations are embracing Five9s cloud solution to help make their contact centers more efficient and improve their customers experience. We believe Five9 is well positioned to capture a large portion of this market opportunity.
- Mike Burkland, President and CEO, Five9
Third Quarter 2014 Financial Results
"
Total revenue for the third quarter of 2014 increased 23% to $25.9 million compared to $21.1 million for the third quarter of 2013.
"
Annual dollar-based retention rate for the period ended September 30, 2014 was 97%.
"
GAAP gross margin was 47.8% in the third quarter of 2014 compared to 41.8% for the same period in 2013.
"
Adjusted gross margin was 53.3% for the third quarter of 2014 compared to 46.4% for the same period in 2013.
"
Adjusted EBITDA for the third quarter of 2014 was a loss of $(5.0) million, compared to a loss of $(5.3) million for the third quarter of 2013.
"
GAAP net loss for the third quarter of 2014 was $(11.4) million, or $(0.24) per share, compared to a GAAP net loss of $(7.7) million, or $(2.05) per share, for the third quarter of 2013. Included in third quarter 2014 G&A was a $2.0 million charge due to a settlement with the FCC Enforcement Bureau to conclude an FCC investigation into 2008 to 2012 Universal Service Fund contribution and international carrier authorization compliance issues.
"
Non-GAAP net loss for the third quarter of 2014 was $(7.3) million, or $(0.15) per share, compared to a non-GAAP net loss of $(6.7) million, or $(1.76) per share, for the third quarter of 2013.
A reconciliation of the non-GAAP financial measures to their related GAAP financial measures is set forth below.
Recent Business Highlights
"
Introduced the Five9 Fall Release 2014 of our cloud contact center software, this included:
�
Enhanced multichannel integration with�Oracle RightNow CX Cloud Service

���������������������������������������



�
Updated and streamlined�integration to Zendesk
�
Telephone Consumer Protection Act (TCPA) solution -�TCPA Manual Touch Mode�- to support contact centers compliance efforts, enabling them to dial with confidence
"
Additional highlights included:
�
Sustained momentum in adding new clients, with key enterprise wins
�
Joined the Cloud Security Alliance to promote best practices for providing security assurance within cloud computing
�
Won 2014 CRM Excellence Award from CUSTOMER magazine for a second consecutive year
Business Outlook
"
For the fourth quarter of 2014, Five9 expects to report:
�
Revenue in the range of $26.2 to $27.2 million
�
GAAP net loss in the range of $(10.6) to $(11.6) million
�
Non-GAAP net loss in the range of $(8.6) to $(9.6) million
"
For the full year 2014, Five9 expects to report:
�
Revenue in the range of $101.0 to $102.0 million, up from the guidance range of $99.0 to $101.0 million that was previously provided on August 4, 2014
�
GAAP net loss of $(39.0) to $(40.0) million, up from the guidance range of $(38.9) to $(40.5) million that was previously provided on August 4, 2014
�
Non-GAAP net loss in the range of $(34.2) to $(35.2) million, improved from the guidance range of $(36.2) to $(37.8) million that was previously provided on August 4, 2014
Conference Call Details
Five9 will discuss its third quarter 2014 results today, November 6, 2014, via teleconference at 4:30 p.m. Eastern Time. To access the call (ID 1068738), please dial: 888-504-7966 or 719-457-2692. An audio replay of the call will be available through November 20, 2014 by dialing 888-203-1112 or 719-457-0820 and entering access code 1068738. A copy of this press release will be furnished to the Securities and Exchange Commission on a Current Report on Form 8-K, and will be posted to our web site, prior to the conference call.
A webcast of the call will be available on the Investor Relations section of the Companys website at http://investors.five9.com/.
Non-GAAP Financial Measures
In addition to disclosing financial measures prepared in accordance with U.S. generally accepted accounting principles (GAAP), this press release and the accompanying tables contain certain non-GAAP financial measures. Non-GAAP financial measures do not have any standardized meaning and are therefore unlikely to be comparable to similarly titled measures presented by other companies.��Five9�considers these non-GAAP financial measures to be important because they provide useful measures of the operating performance of the company, exclusive of unusual events, as well as factors that do not directly affect what we consider to be our core operating performance. The companys management uses these measures to (i) illustrate underlying trends in the companys business that could otherwise be masked by the effect of income or expenses that are excluded from non-GAAP measures, and (ii) establish budgets and operational goals for managing the companys business and evaluating its performance. In addition, investors often use similar measures to evaluate the operating performance of a company. Non-GAAP financial measures are presented for supplemental informational purposes only for understanding the company's operating results.

���������������������������������������



The non-GAAP financial measures should not be considered a substitute for financial information presented in accordance with GAAP. Please see the reconciliation of non-GAAP financial measures to the most directly comparable GAAP measure attached to this release.
Forward Looking Statements
This news release contains certain forward-looking statements, including the statements in the quote from our Chief Executive Officer and statements set forth under the caption Business Outlook, that are based on our current expectations and involve numerous risks and uncertainties that may cause these forward-looking statements to be inaccurate. Risks that may cause these forward-looking statements to be inaccurate include, among others: (i) our quarterly and annual results may fluctuate significantly, may not fully reflect the underlying performance of our business and may result in decreases in the price of our common stock; (ii) we may be unable to attract new clients or sell additional services and functionality to our existing clients; (iii) our recent rapid growth may not be indicative of our future growth and we may fail to manage our growth effectively; (iv) the markets in which we participate are highly competitive and we may be unable to compete effectively; (v) we may be unable to manage our technical operations infrastructure, which could cause our existing clients to experience service outages, cause our new clients to experience delays in the deployment of our solution and subject us to, among other things, claims for credits or damages; (vi) a decline in our dollar-based retention rate could cause our revenues and gross margins to decrease and our net loss to increase and we may be required to spend more money to grow our client base to maintain our revenues; (vii) sales of our solutions to larger organizations may require longer sales and implementation cycles and we may be unable to offer the configuration and integration services or customized features and functions required by larger organizations, which could delay or prevent sales of our solution to them; (viii) downturns or upturns in new sales will not be immediately reflected in our operating results and may be difficult to discern; (ix) third-party telecommunications and internet service providers on which we rely may fail to provide our clients and their customers with reliable telecommunication services and connectivity to our cloud contact center software; (x) we may be unable to achieve or sustain profitability; (xi) we may be unable to secure additional financing on favorable terms, or at all, to meet our future capital needs; and (xii) the other risks detailed from time-to-time under the caption Risk Factors and elsewhere in our Securities and Exchange Commission filings and reports, including, but not limited to, our most recent quarterly report on Form 10-Q. Such forward looking statements speak only as of the date hereof and readers should not unduly rely on such statements. We undertake no obligation to update the information contained in this press release, including in any forward-looking statements.
About Five9
Five9 is a leading provider of cloud contact center software, bringing the power of the cloud to thousands of customers and facilitating more than three billion customer interactions annually. Since 2001, Five9 has led the cloud revolution in contact centers, delivering software to help organizations of every size transition from premise-based software to the cloud. With its extensive expertise, technology, and ecosystem of partners, Five9 delivers secure, reliable, scalable cloud contact center software to help businesses create exceptional customer experiences, increase agent productivity and deliver tangible results. For more information visit www.five9.com.

���������������������������������������



Investor Relations Contact:

Barry Zwarenstein
Chief Financial Officer
Five9, Inc.
925-201-2000 ext. 5959

Lisa Laukkanen
The Blueshirt Group for Five9, Inc.
415-217-4967


# # #


���������������������������������������



CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited, in thousands)
�
�
September�30, 2014
�
December 31, 2013
ASSETS
�
�
�
�
Current assets:
�
�
�
�
Cash and cash equivalents
�
$
53,489

�
$
17,748

Short-term investments
�
29,999

�


Accounts receivable, net
�
7,725

�
6,970

Prepaid expenses and other current assets
�
2,726

�
1,651

Total current assets
�
93,939

�
26,369

Property and equipment, net
�
12,117

�
11,607

Intangible assets, net
�
2,681

�
3,065

Goodwill
�
11,798

�
11,798

Other assets
�
1,339

�
3,439

Total assets
�
$
121,874

�
$
56,278

�
�
�
�
�
LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)
�
�
�
�
Current liabilities:
�
�
�
�
Accounts payable
�
$
2,856

�
$
4,306

Accrued and other current liabilities
�
7,778

�
5,929

Accrued federal fees
�
6,430

�
4,206

Sales tax liability
�
260

�
98

Revolving line of credit
�
12,500

�


Notes payable
�
3,112

�
1,522

Capital leases
�
4,988

�
4,857

Deferred revenue
�
4,991

�
4,375

Total current liabilities
�
42,915

�
25,293

Revolving line of credit  less current portion
�


�
12,500

Sales tax liability  less current portion
�
2,177

�
5,350

Notes payable  less current portion
�
23,526

�
7,095

Capital leases  less current portion
�
4,499

�
4,358

Convertible preferred and common stock warrant liabilities
�


�
3,935

Other long-term liabilities
�
607

�
715

Total liabilities
�
73,724

�
59,246

Stockholders equity (deficit):
�
�
�
�
Convertible preferred stock
�


�
53,734

Common stock
�
48

�
5

Additional paid-in capital
�
167,311

�
34,089

Accumulated other comprehensive income
�
1

�


Accumulated deficit
�
(119,210
)
�
(90,796
)
Total stockholders equity (deficit)
�
48,150

�
(2,968
)
Total liabilities and stockholders equity (deficit)
�
$
121,874

�
$
56,278




���������������������������������������



CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in thousands, except per share data)
�
�
Three Months Ended
�
Nine Months Ended
�
�
September�30, 2014
�
September�30, 2013
�
September�30, 2014
�
September�30, 2013
Revenue
�
$
25,869

�
$
21,091

�
$
74,828

�
$
60,489

Cost of revenue
�
13,504

�
12,265

�
40,121

�
36,161

Gross profit
�
12,365

�
8,826

�
34,707

�
24,328

Operating expenses:
�
�
�
�
�
�
�
�
Research and development
�
5,503

�
4,419

�
16,282

�
12,679

Sales and marketing
�
9,296

�
6,964

�
27,992

�
20,338

General and administrative
�
7,967

�
4,223

�
17,653

�
12,100

Total operating expenses
�
22,766

�
15,606

�
61,927

�
45,117

Loss from operations
�
(10,401
)
�
(6,780
)
�
(27,220
)
�
(20,789
)
Other income (expense), net:
�
�
�
�
�
�
�
�
Change in fair value of convertible preferred and common stock warrant liabilities
�


�
(622
)
�
1,745

�
(1,177
)
Interest expense
�
(1,116
)
�
(273
)
�
(2,986
)
�
(666
)
Interest income and other
�
95

�
(15
)
�
99

�
19

Total other income (expense), net
�
(1,021
)
�
(910
)
�
(1,142
)
�
(1,824
)
Loss before provision for income taxes
�
(11,422
)
�
(7,690
)
�
(28,362
)
�
(22,613
)
Provision for income taxes
�
13

�
45

�
52

�
69

Net loss
�
$
(11,435
)
�
$
(7,735
)
�
$
(28,414
)
�
$
(22,682
)
Net loss per share:
�
�
�
�
�
�
�
�
Basic and diluted
�
$
(0.24
)
�
$
(2.05
)
�
$
(0.84
)
�
$
(6.19
)
Shares used in computing net loss per share:
�
�
�
�
�
�
�
�
Basic and diluted
�
48,310

�
3,779

�
33,762

�
3,667




���������������������������������������



CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
�
�
Nine Months Ended
�
�
September�30, 2014
�
September�30, 2013
Cash flows from operating activities:
�
�
�
�
Net loss
�
$
(28,414
)
�
$
(22,682
)
Adjustments to reconcile net loss to net cash used in operating activities:
�
�
�
�
Depreciation and amortization
�
4,858

�
2,902

Provision for doubtful accounts
�
43

�
29

Stock-based compensation
�
4,796

�
1,026

Loss on the disposal of property and equipment
�
1

�
5

Non-cash interest expense
�
210

�


Changes in fair value of convertible preferred and common stock warrant liabilities
�
(1,745
)
�
1,177

Accretion of discounts on short-term investments
�
(5
)
�


Changes in operating assets and liabilities:
�
�
�
�
Accounts receivable
�
(744
)
�
187

Prepaid expenses and other current assets
�
(981
)
�
(545
)
Other assets
�
(39
)
�
(175
)
Accounts payable
�
(1,018
)
�
(306
)
Accrued and other current liabilities
�
2,558

�
980

Accrued federal fees and sales tax liability
�
(787
)
�
1,588

Deferred revenue
�
666

�
325

Other liabilities
�
(158
)
�
67

Net cash used in operating activities
�
(20,759
)
�
(15,422
)
Cash flows from investing activities:
�
�
�
�
Purchases of property and equipment
�
(478
)
�
(301
)
Restricted cash
�
(25
)
�


Purchase of short-term investments
�
(29,993
)
�


Proceeds from sale of short-term investments
�


�
2,490

Net cash provided by (used in) investing activities
�
(30,496
)
�
2,189

Cash flows from financing activities:
�
�
�
�
Net proceeds from initial public offering, net of payments for offering costs
�
71,459

�


Payments for deferred offering costs
�


�
(757
)
Net proceeds from issuance of convertible preferred stock
�


�
21,794

Proceeds from exercise of common stock options and warrants
�
767

�
169

Proceeds from notes payable
�
19,561

�


Repayments of notes payable
�
(783
)
�
(532
)
Payments of capital leases
�
(4,008
)
�
(3,292
)
Proceeds from revolving line of credit
�


�
6,000

Repayments on revolving line of credit
�


�
(6,000
)
Net cash provided by financing activities
�
86,996

�
17,382

Net increase in cash and cash equivalents
�
35,741

�
4,149

Cash and cash equivalents:
�
�
�
�
Beginning of period
�
17,748

�
5,961

End of period
�
$
53,489

�
$
10,110




���������������������������������������



Reconciliation of GAAP Gross Profit to Adjusted Gross Profit
(Unaudited, in thousands)
�
�
Three Months Ended
�
Nine Months Ended
�
�
September�30, 2014
�
September�30, 2013
�
September�30, 2014
�
September�30, 2013
�
�
�
�
�
�
�
�
�
GAAP gross profit
�
$
12,365

�
$
8,826

�
$
34,707

�
$
24,328

GAAP gross margin
�
47.8
%
�
41.8
%
�
46.4
%
�
40.2
%
Non-GAAP adjustments:
�
�
�
�
�
�
�
�
Depreciation
�
1,184

�
900

�
3,583

�
2,509

Intangibles amortization
�
88

�


�
264

�


Stock-based compensation
�
158

�
51

�
366

�
127

Adjusted gross profit
�
$
13,795

�
$
9,777

�
$
38,920

�
$
26,964

Adjusted gross margin
�
53.3
%
�
46.4
%
�
52.0
%
�
44.6
%



Reconciliation of GAAP Net Loss to Adjusted EBITDA
(Unaudited, in thousands)
�
�
Three Months Ended
�
Nine Months Ended
�
�
September�30, 2014
�
September�30, 2013
�
September�30, 2014
�
September�30, 2013
�
�
�
�
�
�
�
�
�
GAAP net loss
�
$
(11,435
)
�
$
(7,735
)
�
$
(28,414
)
�
$
(22,682
)
Non-GAAP adjustments:
�
�
�
�
�
�
�
�
Depreciation and amortization
�
1,567

�
1,063

�
4,858

�
2,902

Stock-based compensation
�
1,877

�
458

�
4,796

�
1,026

Interest expense
�
1,116

�
273

�
2,986

�
666

Interest income and other
�
(95
)
�
15

�
(99
)
�
(19
)
Provision for income taxes
�
13

�
45

�
52

�
69

Change in fair value of convertible preferred and common stock warrant liabilities
�


�
622

�
(1,745
)
�
1,177

Reversal of contingent sales tax liability (G&A)
�


�


�
(2,766
)
�


Accrued FCC charge (G&A)
�
2,000

�


�
2,000

�


Adjusted EBITDA
�
$
(4,957
)
�
$
(5,259
)
�
$
(18,332
)
�
$
(16,861
)


���������������������������������������



Reconciliation of GAAP Net Loss to Non-GAAP Net Loss
(Unaudited, in thousands, except per share data)
�
�
Three Months Ended
�
Nine Months Ended
�
�
September�30, 2014
�
September�30, 2013
�
September�30, 2014
�
September�30, 2013
�
�
�
�
�
�
�
�
�
GAAP net loss
�
$
(11,435
)
�
$
(7,735
)
�
$
(28,414
)
�
$
(22,682
)
Non-GAAP adjustments:
�
�
�
�
�
�
�
�
Stock-based compensation
�
1,877

�
458

�
4,796

�
1,026

Intangibles amortization
�
128

�


�
384

�


Non-cash interest expense
�
81

�


�
210

�


Change in fair value of convertible preferred and common stock warrant liabilities
�


�
622

�
(1,745
)
�
1,177

Reversal of contingent sales tax liability (G&A)
�


�


�
(2,766
)
�


Accrued FCC charge (G&A)
�
2,000

�


�
2,000

�


Non-GAAP net loss
�
$
(7,349
)
�
$
(6,655
)
�
$
(25,535
)
�
$
(20,479
)
�
�
�
�
�
�
�
�
�
Non-GAAP net loss per share:
�
�
�
�
�
�
�
�
Basic and diluted
�
$
(0.15
)
�
$
(1.76
)
�
$
(0.76
)
�
$
(5.58
)
Shares used in computing non-GAAP net loss per share:
�
�
�
�
�
�
�
�
Basic and diluted
�
48,310

�
3,779

�
33,762

�
3,667




Summary of Stock-Based Compensation, Depreciation and Intangibles Amortization
(Unaudited, in thousands)
�
�
Three Months Ended
�
�
September�30, 2014
�
September�30, 2013
�
�
Stock-Based Compensation
�
Depreciation
�
Intangibles Amortization
�
Stock-Based Compensation
�
Depreciation
�
�
�
�
�
�
�
�
�
�
�
Cost of revenue
�
$
158

�
$
1,184

�
$
88

�
$
51

�
$
900

Research and development
�
583

�
58

�


�
136

�
57

Sales and marketing
�
361

�
21

�
29

�
182

�
17

General and administrative
�
775

�
176

�
11

�
89

�
89

Total
�
$
1,877

�
$
1,439

�
$
128

�
$
458

�
$
1,063

�
�
�
�
�
�
�
�
�
�
�
�
�
Nine Months Ended
�
�
September�30, 2014
�
September�30, 2013
�
�
Stock-Based Compensation
�
Depreciation
�
Intangibles Amortization
�
Stock-Based Compensation
�
Depreciation
�
�
�
�
�
�
�
�
�
�
�
Cost of revenue
�
$
366

�
$
3,583

�
$
264

�
$
127

�
$
2,509

Research and development
�
1,404

�
154

�


�
238

�
155

Sales and marketing
�
1,055

�
61

�
85

�
421

�
42

General and administrative
�
1,971

�
676

�
35

�
240

�
196

Total
�
$
4,796

�
$
4,474

�
$
384

�
$
1,026

�
$
2,902




���������������������������������������



Reconciliation of GAAP Net Loss to Non-GAAP Net Loss  GUIDANCE
(Unaudited, in thousands)
�
�
Three Months Ending
�
Year Ending
�
�
December�31, 2014
�
December�31, 2014
�
�
Low
�
High
�
Low
�
High
�
�
�
�
�
�
�
�
�
GAAP net loss
�
$
(10,574
)
�
$
(11,574
)
�
$
(39,003
)
�
$
(40,003
)
Non-GAAP adjustments:
�
�
�
�
�
�
�
�
Stock-based compensation
�
1,764

�
1,764

�
6,561

�
6,561

Intangibles amortization
�
128

�
128

�
512

�
512

Non-cash interest expense
�
82

�
82

�
291

�
291

Change in fair value of convertible preferred and common stock warrant liabilities
�


�


�
(1,745
)
�
(1,745
)
Reversal of contingent sales tax liability (G&A)
�


�


�
(2,766
)
�
(2,766
)
Accrued FCC charge (G&A)
�


�


�
2,000

�
2,000

Non-GAAP net loss
�
$
(8,600
)
�
$
(9,600
)
�
$
(34,150
)
�
$
(35,150
)




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