8-K


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 3, 2015 
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)
Registrant’s 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 3, 2015, Five9, Inc. (the “Company”) announced its financial results for the fiscal quarter ended September 30, 2015. 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 3, 2015





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 3, 2015
 
 
 
 
 
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 3, 2015


Exhibit

Exhibit 99.1

Five9 Reports Third Quarter 2015 Results
Revenue Up 25% Year-Over-Year to a Record $32.3 Million
Enterprise LTM Subscription Revenue Up 35% Year-Over-Year
Adjusted EBITDA Loss Narrows to 3% of Revenue
Raises 2015 Guidance
SAN RAMON, CALIF. - November 3, 2015 - Five9, Inc. (NASDAQ:FIVN), a leading provider of cloud software for the enterprise contact center market, today reported results for the third quarter ended September 30, 2015.
Third Quarter Highlights
Revenue increased 25% year-over-year to $32.3 million
Enterprise LTM subscription revenue increased 35% year-over-year
GAAP and Adjusted gross margins improved by over 600 basis points year-over-year
Adjusted EBITDA margin improved by nearly 1,600 basis points year-over-year
“We delivered outstanding third quarter results that once again exceeded our expectations across all metrics. This is the fifth consecutive quarter of broad based outperformance and highlights the strong progression of our business. Our record revenue and bookings were primarily driven by continued success in our high growth Enterprise business. Our strong momentum in the enterprise market is being driven by key differentiators including our comprehensive end-to-end solution, our trusted platform which is delivering 99.993% uptime, our deep CRM integrations and ecosystem partnerships and best in class implementation and support execution. As validation of our leading position in the enterprise market, Five9 was recently named a leader in the Gartner Magic Quadrant for Contact Center as a Service, North America, and positioned highest for ability to execute. We believe this is a core attribute that Enterprise accounts are looking for. In conjunction with our topline growth of 25%, we significantly improved our EBITDA margin by nearly 1,600 basis points from a year ago.”
- Mike Burkland, President and CEO, Five9
Third Quarter 2015 Financial Results
Total revenue for the third quarter of 2015 increased 25% to $32.3 million compared to $25.9 million for the third quarter of 2014.
Annual dollar-based retention rate for the period ended September 30, 2015 was 95%.
GAAP gross margin was 54.1% in the third quarter of 2015 compared to 47.8% for the same period in 2014.
Adjusted gross margin was 59.4% for the third quarter of 2015 compared to 53.3% for the same period in 2014.
Adjusted EBITDA for the third quarter of 2015 was a loss of $(1.1) million, or 3.4% of revenue, compared to a loss of $(5.0) million, or 19.2% of revenue, for the third quarter of 2014.

1


GAAP net loss for the third quarter of 2015 was $(6.0) million, or $(0.12) per share, compared to a GAAP net loss of $(11.4) million, or $(0.24) per share, for the third quarter of 2014.
Non-GAAP net loss for the third quarter of 2015 was $(3.9) million, or $(0.08) per share, compared to a non-GAAP net loss of $(7.3) million, or $(0.15) per share, for the third quarter of 2014.
A reconciliation of the non-GAAP financial measures to their related GAAP financial measures is set forth in the tables attached to this release.
Business Outlook
For the fourth quarter of 2015, Five9 expects to report:
Revenue in the range of $32.5 to $33.5 million
GAAP net loss in the range of $(6.0) to $(7.0) million, or a loss of $(0.12) to $(0.14) per share
Non-GAAP net loss in the range of $(3.8) to $(4.8) million, or a loss of $(0.07) to $(0.09) per share
For the full year 2015, Five9 expects to report:
Revenue in the range of $125.3 to $126.3 million, up from the guidance range of $122.5 to $124.5 million that was previously provided on August 3, 2015
GAAP net loss in the range of $(28.3) to $(29.3) million, or a loss of $(0.56) to $(0.58) per share, improved from a guidance range of $(31.1) to $(33.1) million, or a loss of $(0.62) to $(0.66) per share, that was previously provided on August 3, 2015
Non-GAAP net loss in the range of $(18.7) to $(19.7) million, or $(0.37) to $(0.39) per share, improved from the guidance range of $(21.5) to $(23.5) million or $(0.43) to $(0.47) per share, that was previously provided on August 3, 2015
Conference Call Details
Five9 will discuss its third quarter 2015 results today, November 3, 2015, via teleconference at 4:30 p.m. Eastern Time. To access the call (ID 695528), please dial: 877-780-3379 or 719-457-2644. An audio replay of the call will be available through November 17, 2015 by dialing 888-203-1112 or 719-457-0820 and entering access code 695528. 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 Company’s 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 company’s management uses these measures to (i) illustrate underlying trends in the company’s 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 company’s 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

2


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 the fourth quarter 2015 and full year 2015 financial projections 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 or could experience a reduction in seats or revenues from 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 software for the contact center market, 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, helping organizations transition from legacy premise-based solutions to the cloud. Five9 provides businesses with reliable, secure, compliant, and scalable cloud contact center software designed to create exceptional customer experiences, increase agent productivity and deliver tangible business results. For more information visit www.five9.com. 




3


CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited, in thousands)
 
 
September 30, 2015
 
December 31, 2014
ASSETS
 
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
 
$
59,501

 
$
58,289

Short-term investments
 

 
20,000

Accounts receivable, net
 
9,309

 
8,335

Prepaid expenses and other current assets
 
2,917

 
1,960

Total current assets
 
71,727

 
88,584

Property and equipment, net
 
12,376

 
12,571

Intangible assets, net
 
2,169

 
2,553

Goodwill
 
11,798

 
11,798

Other assets
 
800

 
1,428

Total assets
 
$
98,870

 
$
116,934

 
 
 
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
 
Current liabilities:
 
 
 
 
Accounts payable
 
$
2,865

 
$
4,179

Accrued and other current liabilities
 
8,053

 
7,318

Accrued federal fees
 
5,595

 
7,215

Sales tax liability
 
1,036

 
297

Notes payable
 
6,045

 
3,146

Capital leases
 
4,313

 
4,849

Deferred revenue
 
5,562

 
5,346

Total current liabilities
 
33,469

 
32,350

Revolving line of credit
 
12,500

 
12,500

Sales tax liability — less current portion
 
1,949

 
2,582

Notes payable — less current portion
 
19,232

 
22,778

Capital leases — less current portion
 
4,538

 
4,423

Other long-term liabilities
 
640

 
548

Total liabilities
 
72,328

 
75,181

Stockholders’ equity:
 
 
 
 
Common stock
 
51

 
49

Additional paid-in capital
 
177,393

 
170,286

Accumulated deficit
 
(150,902
)
 
(128,582
)
Total stockholders’ equity
 
26,542

 
41,753

Total liabilities and stockholders’ equity
 
$
98,870

 
$
116,934




4


CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in thousands, except per share data)
 
 
Three Months Ended
 
Nine Months Ended
 
 
September 30, 2015
 
September 30, 2014
 
September 30, 2015
 
September 30, 2014
Revenue
 
$
32,287

 
$
25,869

 
$
92,835

 
$
74,828

Cost of revenue
 
14,812

 
13,504

 
43,860

 
40,121

Gross profit
 
17,475

 
12,365

 
48,975

 
34,707

Operating expenses:
 
 
 
 
 
 
 
 
Research and development
 
5,473

 
5,503

 
17,079

 
16,282

Sales and marketing
 
10,797

 
9,296

 
31,322

 
27,992

General and administrative
 
6,087

 
7,967

 
19,389

 
17,653

Total operating expenses
 
22,357

 
22,766

 
67,790

 
61,927

Loss from operations
 
(4,882
)
 
(10,401
)
 
(18,815
)
 
(27,220
)
Other income (expense), net:
 
 
 
 
 
 
 
 
Interest expense
 
(1,235
)
 
(1,116
)
 
(3,529
)
 
(2,986
)
Interest income and other
 
119

 
95

 
72

 
99

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

 

 

 
1,745

Total other income (expense), net
 
(1,116
)
 
(1,021
)
 
(3,457
)
 
(1,142
)
Loss before provision for income taxes
 
(5,998
)
 
(11,422
)
 
(22,272
)
 
(28,362
)
Provision for income taxes
 
50

 
13

 
48

 
52

Net loss
 
$
(6,048
)
 
$
(11,435
)
 
$
(22,320
)
 
$
(28,414
)
Net loss per share:
 
 
 
 
 
 
 
 
Basic and diluted
 
$
(0.12
)
 
$
(0.24
)
 
$
(0.45
)
 
$
(0.84
)
Shares used in computing net loss per share:
 
 
 
 
 
 
 
 
Basic and diluted
 
50,369

 
48,310

 
49,931

 
33,762

    



5


CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
 
 
Nine Months Ended
 
 
September 30, 2015
 
September 30, 2014
Cash flows from operating activities:
 
 
 
 
Net loss
 
$
(22,320
)
 
$
(28,414
)
Adjustments to reconcile net loss to net cash used in operating activities:
 
 
 
 
Depreciation and amortization
 
5,525

 
4,858

Provision for doubtful accounts
 
157

 
43

Stock-based compensation
 
6,010

 
4,796

Loss on the disposal of property and equipment
 
10

 
1

Non-cash interest expense
 
260

 
210

Changes in fair value of convertible preferred and common stock warrant liabilities
 

 
(1,745
)
Others
 
40

 
(5
)
Changes in operating assets and liabilities:
 
 
 
 
Accounts receivable
 
(1,149
)
 
(744
)
Prepaid expenses and other current assets
 
(957
)
 
(981
)
Other assets
 
(178
)
 
(39
)
Accounts payable
 
(1,329
)
 
(1,018
)
Accrued and other current liabilities
 
788

 
2,558

Accrued federal fees and sales tax liability
 
161

 
(787
)
Deferred revenue
 
192

 
666

Other liabilities
 
(83
)
 
(158
)
Net cash used in operating activities
 
(12,873
)
 
(20,759
)
Cash flows from investing activities:
 
 
 
 
Purchases of property and equipment
 
(689
)
 
(478
)
Decrease (increase) in restricted cash
 
806

 
(25
)
Purchase of short-term investments
 
(20,000
)
 
(29,993
)
Proceeds from maturity of short-term investments
 
40,000

 

Net cash provided by (used in) investing activities
 
20,117

 
(30,496
)
Cash flows from financing activities:
 
 
 
 
Net proceeds from initial public offering, net of payments for offering costs
 

 
71,459

Proceeds from exercise of common stock options and warrants
 
419

 
767

Proceeds from sale of common stock under ESPP
 
680

 

Proceeds from notes payable
 

 
19,561

Repayments of notes payable
 
(2,622
)
 
(783
)
Payments of capital leases
 
(4,509
)
 
(4,008
)
Net cash provided by (used in) financing activities
 
(6,032
)
 
86,996

Net increase in cash and cash equivalents
 
1,212

 
35,741

Cash and cash equivalents:
 
 
 
 
Beginning of period
 
58,289

 
17,748

End of period
 
$
59,501

 
$
53,489




6


Reconciliation of GAAP Gross Profit to Adjusted Gross Profit
(Unaudited, in thousands, except percentages)
 
 
Three Months Ended
 
Nine Months Ended
 
 
September 30, 2015
 
September 30, 2014
 
September 30, 2015
 
September 30, 2014
 
 
 
 
 
 
 
 
 
GAAP gross profit
 
$
17,475

 
$
12,365

 
$
48,975

 
$
34,707

GAAP gross margin
 
54.1
%
 
47.8
%
 
52.8
%
 
46.4
%
Non-GAAP adjustments:
 
 
 
 
 
 
 
 
Depreciation
 
1,382

 
1,184

 
4,203

 
3,583

Intangibles amortization
 
88

 
88

 
264

 
264

Stock-based compensation
 
233

 
158

 
639

 
366

Adjusted gross profit
 
$
19,178

 
$
13,795

 
$
54,081

 
$
38,920

Adjusted gross margin
 
59.4
%
 
53.3
%
 
58.3
%
 
52.0
%



Reconciliation of GAAP Net Loss to Adjusted EBITDA
(Unaudited, in thousands)
 
 
Three Months Ended
 
Nine Months Ended
 
 
September 30, 2015
 
September 30, 2014
 
September 30, 2015
 
September 30, 2014
 
 
 
 
 
 
 
 
 
GAAP net loss
 
$
(6,048
)
 
$
(11,435
)
 
$
(22,320
)
 
$
(28,414
)
Non-GAAP adjustments:
 
 
 
 
 
 
 
 
Depreciation and amortization
 
1,840

 
1,567

 
5,525

 
4,858

Stock-based compensation
 
1,945

 
1,877

 
6,010

 
4,796

Interest expense
 
1,235

 
1,116

 
3,529

 
2,986

Interest income and other
 
(119
)
 
(95
)
 
(72
)
 
(99
)
Provision for income taxes
 
50

 
13

 
48

 
52

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

 

 

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

 

 

 
(2,766
)
Accrued FCC charge (G&A)
 

 
2,000

 

 
2,000

Out of period adjustment for sales tax liability (G&A)
 

 

 
765

 

Adjusted EBITDA
 
$
(1,097
)
 
$
(4,957
)
 
$
(6,515
)
 
$
(18,332
)


7


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, 2015
 
September 30, 2014
 
September 30, 2015
 
September 30, 2014
 
 
 
 
 
 
 
 
 
GAAP net loss
 
$
(6,048
)
 
$
(11,435
)
 
$
(22,320
)
 
$
(28,414
)
Non-GAAP adjustments:
 
 
 
 
 
 
 
 
Stock-based compensation
 
1,945

 
1,877

 
6,010

 
4,796

Intangibles amortization
 
128

 
128

 
384

 
384

Non-cash interest expense
 
89

 
81

 
260

 
210

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

 

 

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

 

 

 
(2,766
)
Accrued FCC charge (G&A)
 

 
2,000

 

 
2,000

Out of period adjustment for sales tax liability (G&A)
 

 

 
765

 

Non-GAAP net loss
 
$
(3,886
)
 
$
(7,349
)
 
$
(14,901
)
 
$
(25,535
)
Non-GAAP net loss per share:
 
 
 
 
 
 
 
 
Basic and diluted
 
$
(0.08
)
 
$
(0.15
)
 
$
(0.30
)
 
$
(0.76
)
Shares used in computing non-GAAP net loss per share:
 
 
 
 
 
 
 
 
Basic and diluted
 
50,369

 
48,310

 
49,931

 
33,762




Summary of Stock-Based Compensation, Depreciation and Intangibles Amortization
(Unaudited, in thousands)
 
 
Three Months Ended
 
 
September 30, 2015
 
September 30, 2014
 
 
Stock-Based Compensation
 
Depreciation
 
Intangibles Amortization
 
Stock-Based Compensation
 
Depreciation
 
Intangibles Amortization
 
 
 
 
 
 
 
 
 
 
 
 
 
Cost of revenue
 
$
233

 
$
1,382

 
$
88

 
$
158

 
$
1,184

 
$
88

Research and development
 
475

 
126

 

 
583

 
58

 

Sales and marketing
 
448

 
23

 
29

 
361

 
21

 
29

General and administrative
 
789

 
181

 
11

 
775

 
176

 
11

Total
 
$
1,945

 
$
1,712

 
$
128

 
$
1,877

 
$
1,439

 
$
128

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Nine Months Ended
 
 
September 30, 2015
 
September 30, 2014
 
 
Stock-Based Compensation
 
Depreciation
 
Intangibles Amortization
 
Stock-Based Compensation
 
Depreciation
 
Intangibles Amortization
 
 
 
 
 
 
 
 
 
 
 
 
 
Cost of revenue
 
$
639

 
$
4,203

 
$
264

 
$
366

 
$
3,583

 
$
264

Research and development
 
1,389

 
315

 

 
1,404

 
154

 

Sales and marketing
 
1,430

 
67

 
85

 
1,055

 
61

 
85

General and administrative
 
2,552

 
556

 
35

 
1,971

 
676

 
35

Total
 
$
6,010

 
$
5,141

 
$
384

 
$
4,796

 
$
4,474

 
$
384




8


Reconciliation of GAAP Net Loss to Non-GAAP Net Loss – GUIDANCE
(Unaudited, in thousands, except per share data)
 
 
Three Months Ending
 
Year Ending
 
 
December 31, 2015
 
December 31, 2015
 
 
Low
 
High
 
Low
 
High
 
 
 
 
 
 
 
 
 
GAAP net loss
 
$
(5,975
)
 
$
(6,975
)
 
$
(28,295
)
 
$
(29,295
)
Non-GAAP adjustments:
 
 
 
 
 
 
 
 
Stock-based compensation
 
1,954

 
1,954

 
7,964

 
7,964

Intangibles amortization
 
128

 
128

 
512

 
512

Non-cash interest expense
 
93

 
93

 
353

 
353

Out of period adjustment for sales tax liability (G&A)
 

 

 
765

 
765

Non-GAAP net loss
 
$
(3,800
)
 
$
(4,800
)
 
$
(18,701
)
 
$
(19,701
)
 
 
 
 
 
 
 
 
 
GAAP net loss per share, basic and diluted
 
$
(0.12
)
 
$
(0.14
)
 
$
(0.56
)
 
$
(0.58
)
Non-GAAP net loss per share, basic and diluted
 
$
(0.07
)
 
$
(0.09
)
 
$
(0.37
)
 
$
(0.39
)
Shares used in computing GAAP and non-GAAP net loss per share:
 
 
 
 
 
 
 
 
Basic and diluted
 
50,700

 
50,700

 
50,100

 
50,100




9


Investor Relations Contact:

Barry Zwarenstein
Chief Financial Officer
Five9, Inc.
925-201-2000 ext. 5959
IR@five9.com

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


# # #


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