Delaware |
7373 |
82-3447941 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
Large accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
PRELIMINARY PROSPECTUS |
SUBJECT TO COMPLETION, DATED APRIL 21. 2022 |
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• | Large and growing CCaaS market opportunity: AI-enabled analytics to support omnichannel workflows and agents. We estimate the contact center market to be approximately $27 billion for 2021, of which approximately $4 billion is comprised of cloud-based solutions. LiveVox and other industry sources estimate the total spend of this market to reach approximately $83 billion by 2030. As enterprises continue to execute on their digital transformation strategies, we believe we are well positioned to capture a meaningful amount of this growth as we increase our investment in sales and marketing to educate more potential customers about our platform. |
• | Differentiated product: |
• | Integration: |
• | Approach to CRM and data: |
all customer conversations. Additionally, the platform provides a variety of integration methods, from data exchange methods, APIs, visual integration points through our embedded framework to a Robotic Process Automation library. Moreover, the CRM platform is used for a number of out-of-the-box use-cases, such as delivering customer service and ticketing functionality, lead management workflows and follow-up cadences, and agent guides and knowledge management tools. |
• | Enterprise-grade architecture |
• | Attractive financial profile, |
• | Recurring revenue model: one- to three-year subscription contracts that stipulate a minimum amount of monthly usage and associated revenue with the ability for the customer to consume more usage above the minimum contract amount each month. Our subscription revenue is comprised of the minimum usage revenue under contract (which we call “contract revenue”) and amounts billed for usage above the minimum contract value (which we call “excess usage revenue”), both of which are recognized on a monthly basis following deployment to the customer. Excess usage revenue is deemed to be specific to the month in which the usage occurs, since the minimum usage commitments reset at the beginning of each month. For the year ended December 31, 2021, our total revenue was $119.2 million, 98% of which was subscription revenue (including contract revenue and excess usage revenue), with the remainder consisting of professional services and other non-recurring revenue derived from the implementation of our products. |
• | Attractive unit economics |
• | Digital transformation: |
transactions occur online and not in a physical storefront, the contact center plays a bigger role in a consumer’s learning and buying process. Consumers’ preferences are moving away from voice to digital, and our platform enables companies to provide a digital-first service option. |
• | Automation of manual labor: |
• | Increased focus on customer experience: AI-enabled analytics and CRM. Organizations are subsequently evaluating their technology strategies and the role of the contact center agent, and increasingly shifting to cloud-based solutions. |
• | Increased demand for work-from-home flexibility: on-premise infrastructure as better suited for deployments with significant security, compliance, and governance requirements. Those beliefs have evolved more towards acceptance of cloud-based solutions in recent years. The COVID-19 pandemic accelerated this evolution, as it caused a rapid increase in remote work and distributed workforces. |
• | Purpose-Built CRM: problem-to-resolution |
workforce across multiple use cases and verticals, embedding not only third-party platforms but also providing a robotic process automation framework, helping our customers connect agent actions to enterprise processes. |
• | Investments in Digital: non-voice communication to respond to and connect with consumers. Our most comprehensive and fully integrated digital communication offering provides our customers with native support of SMS, email, chat & WhatsApp channels. With the continued adoption and growth of these consumer channels, our customers can provide consumers support, launch campaigns, orchestrate workflows and utilize our messaging APIs to deliver customer service through the consumers’ channel of choice. |
• | Automation & AI: AI-driven conversation analytics and agent coaching helps contact centers automate feedback delivery and facilitate improvement to the agent community. |
• | Performance Analytics & Insights: pre-built templates across verticals and use cases, thus decreasing the technical labor needed for data cleansing and conserving resources for deeper-level analytics. |
• | Scalable, easy to use platform: mid-size and enterprise customers. Our customers can easily add new communication channels, enable higher levels of automation for their organization and reliably expand capabilities without having to upgrade and obtain new software. |
• | Accelerating digital transformation: |
• | Cost-efficient and faster time to utilization: AI-configured, native CRM |
facilitates faster deployments for our customers, enabling them to avoid long, costly integrations and the complexity that agents face when navigating multiple systems of record. This helps our customers deliver more personalized service at scale through more customer-centric conversations regardless of the channel of communication utilized. |
• | Consistent and continuous experience for end users: |
• | Acquire new customers: go-to-market |
• | Increase revenue from existing customers: |
• | Accelerate product innovation: |
• | Grow the LiveVox Platform offering through partnerships and opportunistic M&A: |
• | Contact Manager and Extract, Transform, and Load (“ETL”) Tools – |
• | U-CRM –follow-up with an email in real time if the conversation requires it. Moreover, supporting attachments, key notes and account details are available through a single interface. A universal inbox ensures all non-voice interactions are routed to agents to easily access and respond to customer inquiries. |
• | U-Ticket – |
• | U-Script –U-Script is commonly utilized to improve training for new employees. The tool can be configured and modified by administrators and provided to agents on demand. Compliance teams seek to ensure appropriate disclosures are presented during each conversation and any customer responses are captured and recorded in an indexed database. |
• | Attempt Supervisor – |
• |
Voice |
• | Inbound – top-level metrics with drill-down capabilities and real-time coaching tools such as whisper, barge or take-over. |
• | Outbound – best-in-class |
• | Predictive dialing – |
• | Unattended dialing – |
• | Outbound Interactive Voice Response (“IVR”) – |
• | Manual dialing – |
• | Human Call Initiator – |
• | IVR and contact flow – drag-and-drop pre-built modules, Text to Speech |
capabilities, a library of professionally recorded voice prompts, and omnichannel capabilities. Additionally, our API modules within Contact Flow Editor permit customers to use representational state transfer APIs to integrate with existing systems. Our IVR supports a “bring-your-own bot environment” while also providing a number of connectors to leading bot and virtual agent providers. |
• | Dashboard, Reporting, Wall-Boards – bi-directional nature of the dashboards provides true visibility into the contact center. Agent performance views provide the ability to understand agent status and monitor an agent’s current conversation. The reporting suite offers a number of industry standard and best practice reports along with the capability to filter across multiple dimensions and combine interaction, agent and consumer data elements, providing true insight for enterprise organizations. Wallboards are specifically designed for large scale display options within a contact center, providing insight with a highly configurable interface and real-time alert capabilities. |
• | SMS Messaging – 10-digit long code formats. The platform provides an attachment library and facilitates messages via rich communications systems protocols. Our aggregator-agnostic architecture supports the ability to independently route volume to observe high SLA standards for message delivery. Strategies and hold-out timeframes along with key word response management ensure customer service is always top of mind. The LiveVox Platform provides customers the ability to consistently observe guidelines published by the Cellular Telecommunications and Internet Association and offers customer tools for visibility of opt-ins and opt-outs across the consumer base. A universal inbox is provided to ensure SMS responses are appropriately routed, distributed and managed by agents. |
• | Email – Non-Solicited Pornography And Marketing Act of 2003, and every receipt or removal of consent can be managed within the platform. |
• | WebChat – web-based or mobile channel, allowing customers to begin conversations instantly through any site. The WebChat product ensures text, images, documents and even screen-shares can be easily shared between consumers and agents to deliver quick problem resolution. |
• | Virtual Agents & Bots – |
• | Managed Virtual Agent |
• | Self-Service Virtual Agent |
• | Bring Your Own low-code environment provided through the LiveVox Platform. |
• | Campaign management – |
• | Call and screen recording – |
• | Business Intelligence – |
• | Quality management – |
• | Outside Collection Agency (OCA) analytics – |
• | Speech and Text analytics (SpeechIQ ® ) – |
• | Agent Scheduling – |
based on inbound volume as well as set goals for service levels. The agent scheduling capability extends to agents with the ability to view, modify and/or trade shifts amongst other agents. |
• | CSAT (Customer Satisfaction) – |
• | Administration and APIs – |
• | Partner Recruitment |
• | Partner Enablement & Readiness |
• | End User Demand Generation |
• | traditional on-premise hardware business communications providers such as Avaya Inc., Alvaria, Cisco Systems, Inc., Mitel Networks Corporation, and partners that resell or license their software; |
• | cloud-based contact center software providers such as Five9, NICE InContact, Genesys, Serenova, 8x8, RingCentral and Talkdesk; |
• | digital engagement providers such as eGain Corporation, Lithium Technologies and LivePerson; and |
• | developer-focused software providers such as Amazon, and Twilio. |
• | platform reliability and scalability; |
• | breadth and depth of platform features; |
• | compliance and security capabilities; |
• | ease of administration, integration, and use; |
• | ease and speed of deployment; |
• | domain expertise in contact center operations; |
• | strength of third-party partnership ecosystem; |
• | artificial intelligence capabilities; and |
• | scale and expertise offered to the growing market for customer engagement and contact center services. |
• | If we are unable to attract new customers or sell additional products and functionality to our existing customers, our revenue and revenue growth will be harmed. |
• | The effects of the COVID-19 pandemic have had and could continue to have a material adverse effect on our results of operations and financial condition or on the operations of many of our customers and third-party suppliers, and the duration and extent to which this will impact our future results of operations and overall financial performance remains uncertain. |
• | Our recent rapid growth may not be indicative of our future growth, and if we continue to grow rapidly, we may fail to manage our growth effectively. |
• | We have a history of losses and we may be unable to achieve or sustain profitability. |
• | We depend on our senior management team, and the loss of one or more key employees or an inability to attract and retain highly skilled executives and other employees could harm our business and results of operations. |
• | Failure to adequately retain our key employees, including those in our sales force, could impede our growth. |
• | The markets in which we participate involve numerous competitors and are highly competitive, and if we do not compete effectively, our operating results could be harmed. |
• | If we fail to grow our marketing capabilities and develop widespread brand awareness cost effectively, our business may suffer. |
• | We may expand our international operations, which would expose us to significant risks. |
• | If we fail to manage our technical operations infrastructure, our existing customers may experience service outages, our new customers may experience delays in the deployment of our products, and we could be subject to, among other things, claims for credits or damages. |
• | Data security incidents and cybersecurity breaches could harm our reputation, cause us to modify business practices and otherwise adversely affect business, and subject us to liability. |
• | We rely on third-party telecommunications and internet service providers to provide our products, including connectivity to our cloud contact center software, and any failure by these service providers to provide reliable services could cause us to lose customers and subject us to claims for credits or damages, among other things. |
• | If our products fail, or are perceived to fail, to perform properly or if they contain technical defects, our reputation could be harmed, our market share may decline, and/or we could be subject to product liability claims. |
• | The contact center software market is subject to rapid technological change, and we must develop and sell incremental and new features and products in order to maintain and grow our business. |
• | Any failure to protect our intellectual property rights could impair our ability to protect our proprietary technology and our brand. |
• | We may not be able to secure additional financing on favorable terms, or at all, to meet our future capital needs. |
• | We may be unable to generate sufficient cash flow to satisfy our debt service obligations, which would adversely affect our results of operations and financial condition. |
• | The terms of our indebtedness could adversely affect our business. |
• | Alleged or actual failure by us, our competitors, or other companies to comply with the constantly evolving legal and contractual environment surrounding calling or texting, and the governmental or private enforcement actions related thereto, could harm our business, financial condition, results of operations and cash flows. |
• | Privacy concerns and domestic or foreign laws and regulations may reduce the demand for our solution, increase our costs and harm our business. |
• | Increased taxes and surcharges (including Universal Service Fund, whether labeled a “tax,” “surcharge,” or other designation) on our products may increase our customers’ cost of using our products and/or increase our costs and reduce our profit margins to the extent the costs are not passed through to our customers, and we may be subject to liabilities for past sales and other taxes, surcharges and fees. |
• | Requirements for us or our suppliers to pay federal or state universal service fund contribution amounts and assessments (either we paying directly or paying through our suppliers in the form of surcharges) for other telecommunications funds or taxes could impact the desirability and profitability of our products. |
• | Changes in government regulation applicable to the collections industry or any failure of us or our customers to comply with existing regulations could result in the suspension, termination or impairment of the ability of us or our customers to conduct business, may require the payment of significant fines by us or our customers and could require changes in customer’s businesses that would reduce the need for our products, or require other significant expenditures. |
• | We have never paid cash dividends and do not anticipate paying any cash dividends on our common stock. |
• | Anti-takeover provisions contained in our Second Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, as well as provisions of Delaware law, could impair a takeover attempt. |
• | Our quarterly and annual results may fluctuate significantly and may not fully reflect the underlying performance of our business. |
• | We may acquire other companies or technologies or be the target of strategic transactions, which could divert our management’s attention, result in additional dilution to our stockholders and otherwise disrupt our operations and harm our operating results. |
Shares of Common Stock offered by us |
Up to 13,333,328 shares of our Common Stock, which consists of (i) 833,333 shares of Common Stock that are issuable upon the exercise of Forward Purchase Warrants and (ii) up to 12,499,995 shares of Common Stock that are issuable upon the exercise of Public Warrants. |
Shares of Common Stock outstanding prior to exercise of all warrants |
98,240,727 shares (as of April 20, 2022) |
Shares of Common Stock outstanding assuming exercise of all warrants |
111,574,055 shares (based on total shares outstanding on April 20, 2022) |
Exercise price of warrants |
$11.50 per share, subject to adjustment as described herein. |
Use of proceeds |
We will receive up to an aggregate of approximately $153.3 million from the exercise of all of the warrants, assuming the exercise in full of all of the warrants for cash. We expect to use the net proceeds from the exercise of the warrants for general corporate purposes. See the section titled “ Use of Proceeds |
Shares of Common Stock offered by the Selling Shareholders |
We are registering the resale by the Selling Shareholders named in this prospectus, or their permitted transferees, and an aggregate of 85,795,425 shares of Common Stock, consisting of: |
• | up to 7,500,000 PIPE Shares; |
• | up to 2,500,000 Forward Purchase Shares; |
• | up to 833,333 shares of common stock underlying the Forward Purchase Warrants; and |
• | up to 74,962,092 shares of Common Stock pursuant to the Amended and Restated Registration Rights Agreement. |
In addition, we are registering 12,499,995 shares of Common Stock issuable upon exercise of the Public Warrants that were previously registered. |
Warrants offered by the Selling Shareholders |
Up to 833,333 Forward Purchase Warrants |
Redemption |
The Warrants are redeemable in certain circumstances. See “ Description of Securities — Warrants — Public Warrants and Forward Purchase Warrants |
Use of proceeds |
We will not receive any of the proceeds from the sale of the shares of Common Stock or warrants by the Selling Shareholders. |
Nasdaq ticker symbols |
Our Common Stock and Public Warrants are listed on Nasdaq under “LVOX” and “LVOXW”, respectively. |
• | the impact of COVID-19 and related changes in base interest rates, constraints in supply chain, inflationary pressures and significant market volatility in the Company’s business, our industry and the global economy; |
• | the high level of competition in the cloud contact center industry and the intense competition and competitive pressures from other companies in the industry in which the Company operates; |
• | the effect of legal, tax and regulatory changes; |
• | the Company’s ability to maintain its listing on Nasdaq; |
• | the Company’s ability to raise financing or complete acquisitions in the future; |
• | the Company’s success in retaining or recruiting, or changes required in, its officers, key employees or directors; |
• | the future financial performance of the Company; |
• | the outcome of any legal proceedings that may be instituted against the Company; |
• | reliance on information systems and the ability to properly maintain the confidentiality and integrity of data; |
• | the occurrence of cyber incidents or a deficiency in cybersecurity protocols; |
• | the ability to obtain third-party software licenses for use in or with the Company’s products; and |
• | the business, operations and financial performance of the Company, including market conditions and global and economic factors beyond the Company’s control. |
• | harm our ability to renew and maintain our relationships with our existing customers; |
• | cause our existing customers to reduce the amount of business they do with us, seek price concessions, declare bankruptcy or go out of business, which would harm our revenue; |
• | result in some of our customers failing to comply with the terms of their agreements, including payment terms, due to economic uncertainty, financial hardship, and even failure of these businesses, which could result in us being required to take action to collect payments, terminate their product subscriptions, increase accounts receivable, and reduce consumer collections, any of which could increase our expenses, reduce our cashflow, and harm our revenues and results of operations; |
• | make it more difficult for us to sell additional products or functionality to our existing customers; |
• | reduce the rate of spending on enterprise software solutions or cloud-based enterprise contact center systems generally; |
• | delay prospective customers’ decisions to subscribe to our products, increase the length of sales cycles, or slow the typical growth in the use of our products once customers have initially deployed our products; |
• | harm our ability to effectively market and sell our solutions, particularly as our customers remain subject to office closure orders; |
• | change the mix and sizes or types of organizations that purchase our products; |
• | delay the introduction of enhancements to our products and market acceptance of any new features and products; |
• | harm our ability to establish and/or grow our international sales and operations; |
• | harm our ability to recruit, onboard and successfully integrate new employees, including members of our direct sales force, both domestically and internationally, as a result of not being able to interface in person; |
• | harm our ability to maintain our corporate culture with an employee base primarily working remotely and facing unique personal and professional challenges; |
• | increase the burden on our technical operations infrastructure, which could harm the capacity, stability, security and performance of our operations infrastructure and potentially leave us more vulnerable to security breaches; |
• | increase the risk that we may experience cybersecurity-related events such as COVID-19 themed phishing attacks, exploitation of any cybersecurity flaws that may exist, an increase in the number cybersecurity threats or attacks, and other security challenges as a result of our employees and service providers continuing to work remotely during the COVID-19 pandemic, and potentially beyond as remote work and resource access expand; |
• | increase costs in returning to work as our offices continue to re-open, including changes to the workplace, such as space planning, food service, and amenities, and the design, implementation and enforcement of new workplace safety policies and protocols; |
• | limit our ability to deliver products efficiently to our larger customers, as those products often require services that have sometimes been performed onsite, which could delay implementation of our products at new customers; |
• | harm our ability to manage, maintain or increase our network of master agents, referral agents and other third-party selling partners to sell our products, and make it more difficult for them to assist us effectively with their sales efforts; |
• | impact the health and safety of our employees, including our senior management team, and their ability to perform services; |
• | cause our management team to continue to commit significant time, attention and resources to monitor the COVID-19 pandemic and seek to mitigate our effect on our business and workforce; and |
• | lead to the adoption of additional new laws and regulations that we and/or our customers and partners are required to comply with and that could harm our results of operations and may subject us to COVID-19 related regulations, fines, penalties, and litigation. |
• | compete with other vendors of cloud-based enterprise contact center systems, including recent market entrants, and with providers of legacy on-premise systems; |
• | increase our existing customers’ use of our products and further develop our partner ecosystem; |
• | strengthen and improve our products through significant investments in research and development and the introduction of new and enhanced products; |
• | introduce our products to new markets outside of the United States and increase global awareness of our brand; |
• | selectively pursue acquisitions that enhance our product offerings; and |
• | respond to general macro-economic factors and industry and market conditions. |
• | expanding our sales and marketing organizations; |
• | our technology infrastructure, including systems architecture, management tools, scalability, availability, performance and security, as well as disaster recovery measures; |
• | our product development, including investments in related personnel and the development of new products, as well as new applications and features for existing products; |
• | international expansion; and |
• | general administration, including legal, regulatory compliance and accounting expenses. |
• | customers are not satisfied with our products, prices or the functionality of our products; |
• | the stability, performance or security of our products are not satisfactory; |
• | the U.S. or global economy declines; |
• | the ongoing effects of the global COVID-19 pandemic on demand for our products and technology spending; |
• | our customers’ business declines due to the loss of customers, industry cycles, seasonality, business difficulties or other reasons; |
• | our customers favor products offered by other contact center providers, particularly as competition continues to increase; |
• | alternative technologies, products or features emerge or gain popularity that we do not provide; or |
• | our customers or potential customers experience financial difficulties. |
• | the need to establish and protect our brand in international markets; |
• | the need to localize and adapt our products for specific countries, including translation into foreign languages and associated costs and expenses; |
• | difficulties in staffing and managing foreign operations, particularly hiring and training qualified sales and service personnel; |
• | the need to implement and offer customer care in various languages; |
• | different pricing environments, longer sales and accounts receivable payment cycles and collections issues; |
• | weaker protection for intellectual property and other legal rights than in the U.S. and practical difficulties in enforcing intellectual property and other rights outside of the U.S.; |
• | privacy and data protection laws and regulations that are complex, expensive to comply with and may require that customer data be stored and processed in a designated territory; |
• | increased risk of piracy, counterfeiting and other misappropriation of our intellectual property in our locations outside the U.S.; |
• | new and different sources of competition; |
• | general economic conditions in international markets; |
• | fluctuations in the value of the U.S. dollar and foreign currencies, which may make our products more expensive in other countries or may increase our costs, impacting our operating results when translated into U.S. dollars; |
• | compliance challenges related to the complexity of multiple, conflicting and changing governmental laws and regulations, including corporate, employment, tax, telecommunications and telemarketing laws and regulations; |
• | increased risk of international telecom fraud; |
• | laws and business practices favoring local competitors; |
• | compliance with laws and regulations applicable to foreign operations and cross border transactions, including the Foreign Corrupt Practices Act, the U.K. Bribery Act and other anti-corruption laws, supply chain restrictions, import and export control laws, tariffs, trade barriers, economic sanctions and other regulatory or contractual limitations on our ability to sell our products in certain foreign markets, and the risks and costs of non-compliance; |
• | increased financial accounting and reporting burdens and complexities; |
• | restrictions or taxes on the transfer of funds; |
• | adverse tax consequences; and |
• | unstable economic and political conditions and potential accompanying shifts in laws and regulations. |
• | pay dividends and make distributions and repurchase stock; |
• | engage in transactions with affiliates; |
• | create liens; |
• | incur indebtedness not under the credit facility; |
• | engage in sale-leaseback transactions; |
• | make investments; |
• | make loans and guarantee obligations of other persons; |
• | amend material agreements and organizational documents and enter into agreement affecting ability to pay dividends; |
• | maintain or contribute to a defined employee benefit plan or arrangement that is not subject to the laws of the U.S.; and |
• | sell or dispose of all or substantially all of our assets and engage in specified mergers or consolidations. |
• | the Communications Assistance for Law Enforcement Act, or CALEA, which requires covered entities to assist law enforcement in undertaking electronic surveillance; |
• | contributions to federal or state Universal Service funds; |
• | payment of annual FCC regulatory fees based on our interstate and international revenues; |
• | rules pertaining to access to our products by people with disabilities and contributions to the Telecommunications Relay Services; |
• | 911 and E911 requirements; |
• | TRACED Act requirements; and |
• | FCC rules regarding Customer Proprietary Network Information, or CPNI, which prohibit us from using such information without customer approval, subject to certain exceptions. |
• | the requirement that a majority of our Board consist of independent directors; |
• | the requirement that we have a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; |
• | the requirement that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and |
• | the requirement for an annual performance evaluation of the nominating and corporate governance and compensation committees. |
• | no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates; |
• | a classified board of directors with three-year staggered terms, which could delay the ability of stockholders to change the membership of a majority of the Board; |
• | the requirement that directors may only be removed from the Board for cause; |
• | the right of our Board to elect a director to fill a vacancy created by the expansion of our Board or the resignation, death or removal of a director in certain circumstances, which prevents stockholders from being able to fill vacancies on our Board; |
• | a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders; |
• | a prohibition on stockholders calling a special meeting and the requirement that a meeting of stockholders may only be called by members of our Board, which may delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors; |
• | the requirement that changes or amendments to certain provisions of our Second Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws must be approved by holders of at least two-thirds of the Common Stock entitled to vote; and |
• | advance notice procedures that stockholders must comply with in order to nominate candidates to our Board or to propose matters to be acted upon at a meeting of stockholders, which may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of the Company. |
• | market acceptance of our products; |
• | our ability to attract new customers and grow our business with existing customers; |
• | customer renewal rates; |
• | customer attrition rates; |
• | our ability to adequately expand our sales and service team; |
• | our ability to acquire and maintain strategic and customer relationships; |
• | the timing and success of new product and feature introductions by us or our competitors or any other change in the competitive dynamics of our industry, including consolidation, partnership or collaboration among competitors, customers or strategic partners; |
• | network outages or security incidents, which may result in additional expenses or losses, legal or regulatory actions, the loss of customers, the provision of customer credits, and/or harm to our reputation; |
• | general economic, industry and market conditions; |
• | the amount and timing of costs and expenses related to the maintenance and expansion of our business, operations and infrastructure; |
• | seasonal factors that may cause our revenues to fluctuate across quarters; |
• | inaccessibility or failure of our products due to failures in the products or services provided by third parties; |
• | the amount and timing of costs and expenses related to our research and development efforts or in the acquisition of technologies or businesses and potential future charges for impairment of goodwill from acquired companies; |
• | our ability to successfully integrate companies and businesses that we acquire and achieve a positive return on our investment; |
• | our ability to expand and effectively utilize our network of master agents, referral agents and other third-party selling partners; |
• | changes in accounting rules under current and future generally accepted accounting principles in the United States (“U.S. GAAP”); |
• | changes in our pricing policies or those of our competitors; |
• | increases or decreases in the costs to provide our products or pricing changes upon any renewals of customer agreements; |
• | the level of professional services and support we provide our customers; |
• | fluctuations or changes in the components of our revenue; |
• | the addition or loss of key customers, including through acquisitions or consolidations; |
• | compliance with, or changes in, the current and future domestic and international regulatory environments; |
• | the hiring, training and retention of our key employees; |
• | changes in law or policy that impact us or our customers or suppliers; |
• | the outcome of litigation or other claims against it; |
• | the ability to expand internationally, and to do so profitably; |
• | our ability to obtain additional financing on acceptable terms if and when needed; and |
• | advances and trends in new technologies and industry standards. |
• | changes in the valuation of our deferred tax assets and liabilities; |
• | expected timing and amount of the release of any tax valuation allowances; |
• | tax effects of stock-based compensation; |
• | costs related to intercompany restructurings; |
• | changes in tax laws, regulations or interpretations thereof; or |
• | lower than anticipated future earnings in jurisdictions where we have lower statutory tax rates and higher than anticipated future earnings in jurisdictions where we have higher statutory tax rates. |
• | damage to third-party and our infrastructure and data centers, related equipment and surrounding properties caused by earthquakes, hurricanes, tornadoes, floods, fires and other natural disasters, explosions and acts of terrorism; |
• | security breaches resulting in loss or disclosure of confidential customer and customer data and potential liability to customers and non-customer third parties for such losses on disclosures; and |
• | other hazards that could also result in suspension of operations, personal injury and even loss of life. |
• | inability to integrate or benefit from acquisitions in a profitable manner; |
• | unanticipated costs or liabilities associated with the acquisition, including legal claims arising from the activities of companies or businesses we acquire; |
• | acquisition-related costs; |
• | difficulty converting the customers of the acquired business to our products and contract terms, including due to disparities in the revenue, licensing, support or professional services model of the acquired company; |
• | difficulty integrating the accounting systems, operations and personnel of the acquired business; |
• | difficulties and additional costs and expenses associated with supporting legacy products and the hosting infrastructure of the acquired business; |
• | diversion of management’s attention from other business concerns; |
• | harm to our existing relationships with our partners and customers as a result of the acquisition; |
• | the loss of our or the acquired business’s key employees; |
• | diversion of resources that could have been more effectively deployed in other parts of our business; and |
• | use of substantial portions of our available cash to consummate the acquisition. |
• | Large and growing CCaaS market opportunity: AI-enabled analytics to support omnichannel workflows and agents. We estimate the contact center market to be approximately $27 billion for 2021, of which approximately $4 billion is comprised of cloud-based solutions. LiveVox and other industry sources estimate the total spend of this market to reach approximately $83 billion by 2030. As enterprises continue to execute on their digital transformation strategies, we believe we are well positioned to capture a meaningful amount of this growth as we increase our investment in sales and marketing to educate more potential customers about our platform. |
• | Differentiated product: |
• | Integration: |
• | Approach to CRM and data: out-of-the-box use-cases, such as delivering customer service and ticketing functionality, lead management workflows and follow-up cadences, and agent guides and knowledge management tools. |
• | Enterprise-grade architecture |
• | Attractive financial profile, |
• | Recurring revenue model: one- to three-year subscription contracts that stipulate a minimum amount of monthly usage and associated revenue with the ability for the customer to consume more usage above the minimum contract amount each month. Our subscription revenue is comprised of the minimum usage revenue under contract (which we call “contract revenue”) and amounts billed for usage above the minimum contract value (which we call “excess usage revenue”), both of which are recognized on a monthly basis following deployment to the customer. Excess usage revenue is deemed to be specific to the month in which the usage occurs, since the minimum usage commitments reset at the beginning of each month. For the year ended December 31, 2021, our total revenue was $119.2 million, 98% of which was subscription revenue (including contract revenue and excess usage revenue), with the remainder consisting of professional services and other non-recurring revenue derived from the implementation of our products. |
• | Attractive unit economics |
average calculated lifetime value of our customers is approximately 7 times the associated cost of acquiring them for the time period from 2018 to 2021. |
• | Digital transformation: |
• | Automation of manual labor: |
• | Increased focus on customer experience: AI-enabled analytics and CRM. Organizations are subsequently evaluating their technology strategies and the role of the contact center agent, and increasingly shifting to cloud-based solutions. |
• | Increased demand for work-from-home flexibility: on-premise infrastructure as better suited for deployments with significant security, compliance, and governance requirements. Those beliefs have evolved more towards acceptance of cloud-based solutions in recent years. The COVID-19 pandemic accelerated this evolution, as it caused a rapid increase in remote work and distributed workforces. |
• | Purpose-Built CRM: problem-to-resolution |
• | Investments in Digital: non-voice communication to respond to and connect with consumers. Our most comprehensive and fully integrated digital communication offering provides our customers with native support of SMS, email, chat & WhatsApp channels. With the continued adoption and growth of these consumer channels, our customers can provide consumers support, launch campaigns, orchestrate workflows and utilize our messaging APIs to deliver customer service through the consumers’ channel of choice. |
• | Automation & AI: AI-driven conversation analytics and agent coaching helps contact centers automate feedback delivery and facilitate improvement to the agent community. |
• | Performance Analytics & Insights: pre-built templates across verticals and use cases, thus decreasing the technical labor needed for data cleansing and conserving resources for deeper-level analytics. |
• | Scalable, easy to use platform: mid-size and enterprise customers. Our customers can easily add new communication channels, enable higher levels of automation for their organization and reliably expand capabilities without having to upgrade and obtain new software. |
• | Accelerating digital transformation: |
• | Cost-efficient and faster time to utilization: AI-configured, native CRM facilitates faster deployments for our customers, enabling them to avoid long, costly integrations and the complexity that agents face when navigating multiple systems of record. This helps our customers deliver more personalized service at scale through more customer-centric conversations regardless of the channel of communication utilized. |
• | Consistent and continuous experience for end users: |
• | Acquire new customers: go-to-market |
• | Increase revenue from existing customers: |
• | Accelerate product innovation: |
• | Grow the LiveVox Platform offering through partnerships and opportunistic M&A: |
• | Contact Manager and Extract, Transform, and Load (“ETL”) Tools – |
appropriately matched to each customer. This database fills the need for customer service, sales, business process outsourcing (“BPO”) and any other of our customers to ensure no single interaction is orphaned. The combination of historical data, consumer attributes and consent are utilized by multiple applications to enhance consumers’ experiences in any channel, ensure that agents are provided relevant information and confirm analytical models are appropriately set up with the right data. Moreover, the application provides a visual layer, designed to understand customer population, create “what if” scenarios and execute both simple and complex segmentation strategies for personalized campaign launches in an Omnichannel environment. Additionally, we have invested in a robust set of ETL tools designed to integrate with customers’ existing modern CRM platforms, systems of records and legacy systems, ensuring consistent management of data and high reliability of future AI deployments. |
• | U-CRM –follow-up with an email in real time if the conversation requires it. Moreover, supporting attachments, key notes and account details are available through a single interface. A universal inbox ensures all non-voice interactions are routed to agents to easily access and respond to customer inquiries. |
• | U-Ticket – |
• | U-Script –U-Script is commonly utilized to improve training for new employees. The tool can be configured and modified by administrators and provided to agents on demand. Compliance teams seek to ensure appropriate disclosures are presented during each conversation and any customer responses are captured and recorded in an indexed database. |
• | Attempt Supervisor – |
• |
Voice |
• | Inbound – |
skills and proficiencies, ensuring the appropriate match of customer to agent. Administrators gain real-time visibility across their entire organization through a combination of dashboards, providing top-level metrics with drill-down capabilities and real-time coaching tools such as whisper, barge or take-over. |
• | Outbound – best-in-class |
• | Predictive dialing – |
• | Unattended dialing – |
• | Outbound Interactive Voice Response (IVR) – |
• | Manual dialing – |
• | Human Call Initiator – |
• | IVR and contact flow – drag-and-drop pre-built modules, Text to Speech capabilities, a library of professionally recorded voice prompts, and omnichannel capabilities. Additionally, our API modules within Contact Flow Editor permit customers to use representational state transfer APIs to integrate with existing systems. Our IVR supports a “bring-your-own bot environment” while also providing a number of connectors to leading bot and virtual agent providers. |
• | Dashboard, Reporting, Wall-Boards – bi-directional nature of the dashboards provides true visibility into the contact center. Agent performance views provide the ability to understand agent status and monitor an agent’s current conversation. The reporting suite offers a number of industry standard and best practice reports along |
with the capability to filter across multiple dimensions and combine interaction, agent and consumer data elements, providing true insight for enterprise organizations. Wallboards are specifically designed for large scale display options within a contact center, providing insight with a highly configurable interface and real-time alert capabilities. |
• | SMS Messaging – 10-digit long code formats. The platform provides an attachment library and facilitates messages via rich communications systems protocols. Our aggregator-agnostic architecture supports the ability to independently route volume to observe high SLA standards for message delivery. Strategies and hold-out timeframes along with key word response management ensure customer service is always top of mind. The LiveVox Platform provides customers the ability to consistently observe guidelines published by the Cellular Telecommunications and Internet Association and offers customer tools for visibility of opt-ins and opt-outs across the consumer base. A universal inbox is provided to ensure SMS responses are appropriately routed, distributed and managed by agents. |
• | Email – Non-Solicited Pornography And Marketing Act of 2003, and every receipt or removal of consent can be managed within the platform. |
• | WebChat – web-based or mobile channel, allowing customers to begin conversations instantly through any site. The WebChat product ensures text, images, documents and even screen-shares can be easily shared between consumers and agents to deliver quick problem resolution. |
• | Virtual Agents & Bots – |
• | Managed Virtual Agent |
• | Self-Service Virtual Agent |
• | Bring Your Own low-code environment provided through the LiveVox Platform. |
• | Campaign management – |
• | Call and screen recording – |
• | Business Intelligence – |
• | Quality management – |
• | Outside Collection Agency (OCA) analytics – |
• | Speech and Text analytics (SpeechIQ ® ) – |
• | Agent Scheduling – |
• | CSAT (Customer Satisfaction) – |
• | Administration and APIs – |
• | Partner Recruitment |
• | Partner Enablement & Readiness |
• | End User Demand Generation |
• | traditional on-premise hardware business communications providers such as Avaya Inc., Alvaria, Cisco Systems, Inc., Mitel Networks Corporation, and partners that resell or license their software; |
• | cloud-based contact center software providers such as Five9, NICE InContact, Genesys, Serenova, 8x8, RingCentral and Talkdesk; |
• | digital engagement providers such as eGain Corporation, Lithium Technologies and LivePerson; and |
• | developer-focused software providers such as Amazon, and Twilio. |
• | platform reliability and scalability; |
• | breadth and depth of platform features; |
• | compliance and security capabilities; |
• | ease of administration, integration, and use; |
• | ease and speed of deployment; |
• | domain expertise in contact center operations; |
• | strength of third-party partnership ecosystem; |
• | artificial intelligence capabilities; and |
• | scale and expertise offered to the growing market for customer engagement and contact center services. |
• | Develop great people; |
• | Marry innovation and discipline; |
• | Data-driven innovation cycle; |
• | Build sustainable competitive advantage; and |
• | Differentiated cloud-first company |
• | The Telephone Consumer Protection Act of 1991 (TCPA), |
• | The TRACED Act, |
• | The Telemarketing Sales Rule, |
• | FCC Universal Service regulations low-income consumers at reasonable rates; |
and access to advanced communications services by schools, libraries and rural health care providers. Any change in the FCC assessment methodology, or in our assessment of the applicability of the FCC assessment methodology to our business, may affect our revenue and expenses, but at this time, it is not possible to predict the extent LiveVox would be affected, if at all. |
• | Federal Trade Commission enforcement authority and regulations |
• | The Fair Debt Collections Practices Act (FDCPA), seven-day period. Once the debt collector makes actual contact with a consumer, the debt collector may not call the consumer again about that same account for a seven-day period. |
• | Various privacy and data protection regulations |
• | Consumer Financial Protection Bureau (CFPB) regulations |
• | Office of the Comptroller of Currency (OCC) regulations |
• | Various State Regulations |
• | Various International Regulations |
Twelve Months Ended December 31, |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
LTM Net Revenue Retention Rate |
105 | % | 106 | % | 118 | % |
Years Ended December 31, |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
Net loss |
$ | (103,194 | ) | $ | (4,645 | ) | $ | (6,913 | ) | |||
Non-GAAP adjustments: |
||||||||||||
Depreciation and amortization (1) |
6,579 | 6,065 | 4,894 | |||||||||
Long-term equity incentive bonus and stock-based compensation expenses (2)(3) |
74,489 | 1,323 | 9,182 | |||||||||
Interest expense, net |
3,732 | 3,890 | 3,320 | |||||||||
Change in the fair value of warrant liability |
(1,242 | ) | — | — | ||||||||
Other expense (income), net |
(460 | ) | 154 | (22 | ) | |||||||
Acquisition and financing related fees and expenses (4) |
1,537 | 25 | 1,664 | |||||||||
Transaction-related costs (5) |
2,263 | 707 | — | |||||||||
Golden Gate Capital management fee expenses (6) |
135 | 781 | 732 | |||||||||
Provision for income taxes |
166 | 196 | 149 | |||||||||
Other non-recurring expenses |
— | — | 249 | |||||||||
|
|
|
|
|
|
|||||||
Adjusted EBITDA |
$ | (15,995 | ) | $ | 8,496 | $ | 13,255 | |||||
|
|
|
|
|
|
(1) | Depreciation and amortization expenses included in our results of operations are as follows (dollars in thousands): |
Years Ended December 31, |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
Cost of revenue |
$ | 3,776 | $ | 3,826 | $ | 3,130 | ||||||
Sales and marketing expense |
2,390 | 1,961 | 1,531 | |||||||||
General and administrative expense |
281 | 160 | 153 | |||||||||
Research and development expense |
132 | 118 | 80 | |||||||||
|
|
|
|
|
|
|||||||
Total depreciation and amortization |
$ | 6,579 | $ | 6,065 | $ | 4,894 | ||||||
|
|
|
|
|
|
(2) | Long-term equity incentive bonus included in our results of operations are as follows (dollars in thousands): |
Years Ended December 31, |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
Cost of revenue |
$ | 9,697 | $ | 123 | $ | 1,007 | ||||||
Sales and marketing expense |
18,405 | 277 | 1,874 | |||||||||
General and administrative expense |
18,594 | 336 | 4,420 | |||||||||
Research and development expense |
23,888 | 31 | 1,881 | |||||||||
|
|
|
|
|
|
|||||||
Total long-term equity incentive bonus |
$ | 70,584 | $ | 767 | $ | 9,182 | ||||||
|
|
|
|
|
|
(3) | Stock-based compensation expenses included in our results of operations are as follows (dollars in thousands): |
Years Ended December 31, |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
|
|
|
|
|
|
|||||||
Cost of revenue |
$ | 500 | $ | 57 | $ | — | ||||||
Sales and marketing expense |
865 | 113 | — | |||||||||
General and administrative expense |
1,169 | 273 | — | |||||||||
Research and development expense |
1,371 | 113 | — | |||||||||
|
|
|
|
|
|
|||||||
Total stock-based compensation expenses |
$ | 3,905 | $ | 556 | $ | — | ||||||
|
|
|
|
|
|
(4) | Acquisition and financing related fees and expenses included in our results of operations are as follows (dollars in thousands): |
Years Ended December 31, |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
Cost of revenue |
$ | — | $ | — | $ | — | ||||||
Sales and marketing expense |
— | — | — | |||||||||
General and administrative expense |
1,537 | 25 | 1,664 | |||||||||
Research and development expense |
— | — | — | |||||||||
|
|
|
|
|
|
|||||||
Total acquisition and financing related fees and expenses |
$ | 1,537 | $ | 25 | $ | 1,664 | ||||||
|
|
|
|
|
|
(5) | Transaction-related costs included in our results of operations are as follows (dollars in thousands): |
Years Ended December 31, |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
Cost of revenue |
$ | — | $ | — | $ | — | ||||||
Sales and marketing expense |
— | — | — | |||||||||
General and administrative expense |
2,263 | 707 | — | |||||||||
Research and development expense |
— | — | — | |||||||||
|
|
|
|
|
|
|||||||
Total transaction-related costs |
$ | 2,263 | $ | 707 | $ | — | ||||||
|
|
|
|
|
|
(6) | Golden Gate Capital management fee expenses included in our results of operations are as follows (dollars in thousands): |
Years Ended December 31, |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
Cost of revenue |
$ | — | $ | — | $ | — | ||||||
Sales and marketing expense |
— | — | — | |||||||||
General and administrative expense |
135 | 781 | 732 | |||||||||
Research and development expense |
— | — | — | |||||||||
|
|
|
|
|
|
|||||||
Total Golden Gate Capital management fee expenses |
$ | 135 | $ | 781 | $ | 732 | ||||||
|
|
|
|
|
|
• | depreciation and amortization; |
• | long-term equity incentive bonus and stock-based compensation expenses; and |
• | other non-recurring expenses |
Years Ended December 31, |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
Gross profit |
$ | 58,592 | $ | 63,069 | $ | 54,502 | ||||||
Depreciation and amortization |
3,776 | 3,826 | 3,130 | |||||||||
Long-term equity incentive bonus and stock-based compensation expenses |
10,197 | 180 | 1,007 | |||||||||
Other non-recurring expenses |
— | — | 211 | |||||||||
|
|
|
|
|
|
|||||||
Non-GAAP gross profit |
$ | 72,565 | $ | 67,075 | $ | 58,850 | ||||||
Non-GAAP gross margin % |
60.9 | % | 65.4 | % | 63.4 | % |
1) | a per “unit of measure” with a minimum commitment (e.g., Speech IQ); |
2) | the combination of per agent and per “unit of measure” models with minimum contracted commitments for each (e.g., SMS, email, U-CRM services); |
3) | a per agent pricing model with a minimum agent commitment (e.g., U-Script, U-Ticket, U-Chat, U-Quality Management, U-Screen Capture, U-CSAT, U-BI, Hosted PBX services); and |
4) | a per agent pricing model with a minimum agent commitment with a monthly maximum commitment (e.g., PDAS–our compliance product, U-BI). |
Years Ended December 31, |
||||||||
2021 |
2020 |
|||||||
Revenue |
$ | 119,231 | $ | 102,545 | ||||
Cost of revenue |
60,639 | 39,476 | ||||||
|
|
|
|
|||||
Gross profit |
58,592 | 63,069 | ||||||
Operating expenses |
||||||||
Sales and marketing expense |
62,333 | 29,023 | ||||||
General and administrative expense |
44,694 | 14,291 | ||||||
Research and development expense |
52,562 | 20,160 | ||||||
|
|
|
|
|||||
Total operating expenses |
159,589 | 63,474 | ||||||
|
|
|
|
|||||
Loss from operations |
(100,997 | ) | (405 | ) | ||||
Interest expense, net |
3,732 | 3,890 | ||||||
Change in the fair value of warrant liability |
(1,242 | ) | — | |||||
Other expense (income), net |
(459 | ) | 154 | |||||
|
|
|
|
|||||
Total other expense, net |
2,031 | 4,044 | ||||||
Pre-tax loss |
(103,028 | ) | (4,449 | ) | ||||
Provision for income taxes |
166 | 196 | ||||||
|
|
|
|
|||||
Net loss |
$ | (103,194 | ) | $ | (4,645 | ) | ||
|
|
|
|
|||||
Net loss per share—basic and diluted |
$ | (1.29 | ) | $ | (0.07 | ) | ||
Weighted average shares outstanding—basic and diluted |
79,964 | 66,637 |
Years Ended December 31, |
||||||||||||||||
2021 |
2020 |
$ Change |
% Change |
|||||||||||||
Revenue |
$ | 119,231 | $ | 102,545 | $ | 16,686 | 16.3 | % | ||||||||
|
|
|
|
|
|
|
|
Years Ended December 31, |
||||||||||||||||
2021 |
2020 |
$ Change |
% Change |
|||||||||||||
Cost of revenue |
$ | 60,639 | $ | 39,476 | $ | 21,163 | 53.6 | % | ||||||||
|
|
|
|
|
|
|
|
|||||||||
% of revenue |
50.9 | % | 38.5 | % |
Years Ended December 31, |
||||||||||||||||
2021 |
2020 |
$ Change |
% Change |
|||||||||||||
Gross profit |
$ | 58,592 | $ | 63,069 | $ | (4,477 | ) | (7.1 | )% | |||||||
|
|
|
|
|
|
|
|
|||||||||
Gross margin percentage |
49.1 | % | 61.5 | % |
Years Ended December 31, |
||||||||||||||||
2021 |
2020 |
$ Change |
% Change |
|||||||||||||
Sales and marketing expense |
$ | 62,333 | $ | 29,023 | $ | 33,310 | 114.8 | % | ||||||||
|
|
|
|
|
|
|
|
|||||||||
% of revenue |
52.3 | % | 28.3 | % |
Years Ended December 31, |
||||||||||||||||
2021 |
2020 |
$ Change |
% Change |
|||||||||||||
General and administrative expense |
$ | 44,694 | $ | 14,291 | $ | 30,403 | 212.7 | % | ||||||||
|
|
|
|
|
|
|
|
|||||||||
% of revenue |
37.5 | % | 13.9 | % |
Years Ended December 31, |
||||||||||||||||
2021 |
2020 |
$ Change |
% Change |
|||||||||||||
Research and development expense |
$ | 52,562 | $ | 20,160 | $ | 32,402 | 160.7 | % | ||||||||
|
|
|
|
|
|
|
|
|||||||||
% of revenue |
44.1 | % | 19.7 | % |
Years Ended December 31, |
||||||||||||||||
2021 |
2020 |
$ Change |
% Change |
|||||||||||||
Interest expense, net |
$ | 3,732 | $ | 3,890 | $ | (158 | ) | (4.1 | )% | |||||||
|
|
|
|
|
|
|
|
|||||||||
% of revenue |
3.1 | % | 3.8 | % |
Years Ended December 31, |
||||||||||||
2021 |
2020 |
$ Change |
||||||||||
Change in the fair value of warrant liability |
$ | (1,242 | ) | $ | — | $ | (1,242 | ) | ||||
|
|
|
|
|
|
|||||||
% of revenue |
(1.0 | )% | — | % |
• | Term loan – The Company has contractual obligations under its term loan to make principal and interest payments. Please see Note 11 to the Company’s consolidated financial statements included in this prospectus for a discussion of the contractual obligations under the Company’s term loan and the timing of principal maturities. The principal amount is due December 31, 2025; |
• | Operating and finance lease obligations – The Company leases its corporate headquarters and worldwide offices under operating leases, and finance computer and networking equipment and software purchases for its co-location data centers under finance leases. Please see Note 10 to the Company’s consolidated financial statements included in this prospectus for further detail of the Company’s obligations under operating and finance leases and the timing of expected future lease payments; |
• | Other liabilities – These include other long-term liabilities reflected in the Company’s consolidated balance sheets as of December 31, 2021, including obligations associated with certain employee and non-employee incentive plans, Forward Purchase Warrants, unrecognized tax benefits and various long-term liabilities, which have some inherent uncertainty in the timing of these payments. |
Years Ended December 31, |
||||||||
2021 |
2020 |
|||||||
Net cash (used in) provided by operating activities |
$ | (69,057 | ) | $ | 1,070 | |||
Net cash used in investing activities |
(49,803 | ) | (773 | ) | ||||
Net cash provided by financing activities |
146,689 | 2,768 | ||||||
Effect of foreign currency translation |
(78 | ) | (12 | ) | ||||
|
|
|
|
|||||
Net increase in cash, cash equivalents and restricted cash |
$ | 27,751 | $ | 3,053 | ||||
|
|
|
|
• | the related person’s relationship to us and interest in the transaction; |
• | the material facts of the proposed transaction, including the proposed aggregate value of the transaction; |
• | the impact on a director’s independence in the event the related person is a director or an immediate family member of the director; |
• | the benefits to us of the proposed transaction; |
• | if applicable, the availability of other sources of comparable products or services; and |
• | an assessment of whether the proposed transaction is on terms that are comparable to the terms available to an unrelated third party or to employees generally. |
Name |
Age |
Position(s) Held | ||||
Louis Summe |
55 | Chief Executive Officer, Co-Founder and Director | ||||
Gregg Clevenger |
58 | Executive Vice President and Chief Financial Officer | ||||
Laurence Siegel |
55 | Executive Vice President of Products and Co-Founder | ||||
Erik Fowler |
51 | Chief Revenue Officer | ||||
Aaron Ross |
48 | Chief Legal Officer | ||||
Rishi Chandna |
43 | Director | ||||
Marcello Pantuliano |
38 | Director | ||||
Doug Ceto |
36 | Director | ||||
Bernhard Nann |
60 | Director | ||||
Stewart Bloom |
64 | Director | ||||
Robert D. Beyer |
62 | Director | ||||
Todd M. Purdy |
47 | Director | ||||
Leslie C. G. Campbell |
63 | Director | ||||
Susan Morisato |
67 | Director | ||||
Kathleen Pai |
38 | Director |
• | the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by us; |
• | pre-approving all audit and permitted non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; |
• | reviewing and discussing with the independent registered public accounting firm (i) their responsibilities and management’s responsibilities in the audit process; (ii) the overall audit strategy, planning and staffing; (iii) the scope and timing of the annual audit; (iv) any significant risks identified during the risk assessment procedures; (v) the matters required to be discussed by the Statement on Auditing Standards No. 1301, as amended, relating to the conduct of the audit and (vi) when completed, the results, including significant findings, of the annual audit; |
• | reviewing and discussing with the independent registered public accounting firm and management (i) any audit problems or difficulties; (ii) any significant disagreements with management and (iii) the evaluation of management’s response to these problems, difficulties or disagreements and to attempt to resolve any disagreements between the Company’s independent registered public accounting firm or the internal audit function and management; |
• | the hiring, compensation, evaluation, and dismissal of the Company’s internal audit function; reviewing the results of any internal audits and any remedial actions; |
• | reviewing with management, the internal audit function, and the independent registered public accounting firm: (i) the adequacy and effectiveness of the Company’s internal control over financial reporting and disclosure controls and procedures; (ii) any special audit steps adopted in light of any |
material control deficiencies or any fraud involving management or other employees with a significant role in such internal controls; and (iii) disclosure relating to the Company’s controls, management’s and the independent registered public accounting firm’s report on the effectiveness of the Company’s internal control over financial reporting and the required management certifications; |
• | taking into consideration the allocation of responsibility for risk oversight to the other committees of the Board, reviewing with management the risks faced by the Company and the policies, guidelines and process by which management assesses and manages the Company’s risks, including the Company’s major financial risk exposures and cybersecurity risks and the steps management has taken to monitor and control such exposures; |
• | reviewing with management and the independent registered public accounting firm: (i) annual audited financial statements; (ii) quarterly financial statements; (iii) Management’s Discussion and Analysis; (iv) earnings press release; and (v) major financial statement issues; |
• | obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (i) the independent registered public accounting firm’s internal quality-control procedures and (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; |
• | reviewing and discussing with the independent registered public accounting firm all relationships the independent registered public accounting firm have with us in order to evaluate their continued independence; |
• | discussing with the independent registered public accounting firm, as appropriate, material issues on which the national office of the independent registered public accounting firm was consulted, and reviewing and discussing i) all critical accounting policies and practices to be used; ii) all alternative treatments of financial information within GAAP that have been discussed with management, and iii) other material written communications between the independent registered public accounting firm and management, such as any management letter or schedule of unadjusted differences; |
• | producing the Audit Committee report required to be included in our annual proxy statement; |
• | setting clear policies for audit partner rotation in compliance with applicable laws and regulations; |
• | setting clear hiring policies for employees or former employees of the independent registered public accounting firm; |
• | monitoring compliance with the Company’s Code of Ethics; |
• | reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; |
• | reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the FASB, the SEC or other regulatory authorities; |
• | overseeing procedures for the receipt, retention and treatment of confidential, anonymous submissions by Company employees of complaints, questions or concerns regarding accounting, fraud, internal accounting controls or auditing matters, and to establish such procedures as the Committee may deem appropriate for the receipt, retention and treatment of complaints reviewed by the Company with respect to any other matters that may be directed to the Committee for review and assessment; |
• | |
• | conducting an annual self-assessment with the help of the Nominating and Corporate Governance Committee of the performance of its duties under the Committee charter and to present the results of the evaluation to the Board, and reviewing the Committee charter at least annually and recommending any proposed changes to the Board for approval. |
• | reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; |
• | reviewing and approving the compensation of all of our other officers; |
• | reviewing and approving any employment agreements and consulting agreements; |
• | approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees; |
• | reviewing, evaluating and recommending changes, if appropriate, to the director compensation; |
• | implementing and administering our incentive compensation equity-based remuneration plans; |
• | producing a report on executive compensation to be included in our annual proxy statement; |
• | assisting management in complying with our proxy statement and annual report disclosure requirements; and |
• | reviewing our executive compensation policies and plans. |
• | identifying and recommending to the Board of Directors the nominees for election to the Board of Directors at the next annual meeting of stockholders; |
• | setting forth criteria for selecting directors; |
• | annually reviewing the Board of Directors committee structure and members of each committee; |
• | reviewing and reassessing the adequacy of the Company’s Corporate Governance Guidelines, and recommending any proposed changes to the Board of Directors for approval; |
• | overseeing the annual self-evaluations of the Board of Directors and management; |
• | making recommendations to the Board of Directors regarding other governance matters; and |
• | periodically reviewing and making recommendations about the Company’s ESG strategy, policies and procedures. |
• | Louis Summe, Chief Executive Officer, Co-Founder and Director |
• | Laurence Siegel, Executive Vice President of Products and Co-Founder |
• | Erik Fowler, Chief Revenue Officer |
Name and Principal Position |
Year |
Salary (1) |
Bonus (2) |
Stock Awards (3) |
Option Awards (4) |
Non-Equity Incentive Plan Compensation (2) |
All Other Compensation (5) |
Total |
||||||||||||||||||||||||
Louis Summe (6) |
2021 | $ | 375,000 | $ | 187,500 | $ | 7,418,589 | $ | — | $ | — | $ | 3,206,571 | $ | 11,187,660 | |||||||||||||||||
Chief Executive Officer, Co-Founder and Director |
2020 | 375,000 | — | — | 564,898 | 240,000 | 880,125 | 2,060,023 | ||||||||||||||||||||||||
Laurence Siegel |
2021 | 311,875 | 54,578 | 2,472,394 | — | — | 1,603,285 | 4,442,132 | ||||||||||||||||||||||||
Executive Vice President of Products and Co-Founder |
2020 | 301,874 | — | — | 282,449 | 84,525 | 440,063 | 1,108,911 | ||||||||||||||||||||||||
Erik Fowler |
2021 | 522,467 | (7) | — | 2,472,394 | — | — | 1,603,285 | 4,598,146 | |||||||||||||||||||||||
Chief Revenue Officer |
2020 | 450,633 | (8) | — | — | 282,449 | — | 440,063 | 1,173,145 |
(1) | The amounts reported in this column represent the dollar value of salary earned by our Named Executive Officers which are described under “—Narrative to Summary Compensation Table—Employment Arrangements” below. |
(2) | The amounts reported in this column represent the dollar value of annual cash incentive bonuses earned by our Named Executive Officers, which are described under “—Narrative to Summary Compensation Table—Employment Arrangements” “—Narrative to Summary Compensation Table—Annual Cash Incentive Bonuses” |
(3) | The amounts reported in this column represent the aggregate totals of: |
(a) | the grant-date fair value of Restricted Stock Units (“RSUs”) and Performance-based Restricted Stock Units (“PSUs”) granted to our Named Executive Officers under the 2021 Equity Incentive Plan (the “2021 Plan”), computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. The assumptions used by the Company in calculating these amounts are included in Note 17 to our audited consolidated financial statements in our Annual Report on Form 10-K. See “—Narrative to Summary Compensation Table—2021 Equity Incentive Plan |
(b) | the amounts of equity bonuses received by our Named Executive Officers pursuant to a previous arrangement involving the Value Creation Incentive Plan (“VCIP”). See “ —Narrative to Summary Compensation Table—Value Creation Incentive Plan |
Name and Principal Position |
Year |
2021 Plan RSUs |
2021 Plan PSUs |
VCIP Equity Bonuses |
Total |
|||||||||||||||
Louis Summe |
2021 | $ | 1,269,450 | $ | 3,808,350 | $ | 2,340,789 | $ | 7,418,589 | |||||||||||
Chief Executive Officer, Co-Founder and Director |
2020 | — | — | — | — | |||||||||||||||
Laurence Siegel |
2021 | 651,000 | 651,000 | 1,170,394 | 2,472,394 | |||||||||||||||
Executive Vice President of Products and Co-Founder |
2020 | — | — | — | — | |||||||||||||||
Erik Fowler |
2021 | 651,000 | 651,000 | 1,170,394 | 2,472,394 | |||||||||||||||
Chief Revenue Officer |
2020 | — | — | — | — |
(4) | The amounts reported in this column represent the aggregate grant-date fair value of Management Incentive Units (“MIUs”) granted to our Named Executive Officers, computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. The MIUs are intended to constitute “profits interests” for U.S. federal income tax purposes. Despite the fact that the Incentive Units do not require the payment of an exercise price, they are most similar economically to stock options. Accordingly, they are classified as “options” under the definition provided in Item 402(a)(6)(i) of Regulation S-K as an instrument with an “option-like feature.” The assumptions used by the Company in calculating these amounts are included in Note 17 to our audited consolidated financial statements in our Annual Report on Form 10-K. See “—Narrative to Summary Compensation Table—Management Incentive Units |
(5) | The amounts reported in this column represent the amounts of cash bonuses received by our Named Executive Officers pursuant to a previous arrangement involving the VCIP. See “ —Narrative to Summary Compensation Table—Value Creation Incentive Plan |
Name and Principal Position |
Year |
VCIP Cash Bonuses |
Total |
|||||||||
Louis Summe |
2021 | $ | 3,206,571 | $ | 3,206,571 | |||||||
Chief Executive Officer, Co-Founder and Director |
2020 | 880,125 | 880,125 | |||||||||
Laurence Siegel |
2021 | 1,603,285 | 1,603,285 | |||||||||
Executive Vice President of Products and Co-Founder |
2020 | 440,063 | 440,063 | |||||||||
Erik Fowler |
2021 | 1,603,285 | 1,603,285 | |||||||||
Chief Revenue Officer |
2020 | 440,063 | 440,063 |
(6) | Mr. Summe also serves on our Board of Directors but does not receive any additional compensation for his service as a director. |
(7) | Represents base salary of $280,000 and annual commission of $242,467 in 2021. |
(8) | Represents base salary of $260,000 and annual commission of $190,633 in 2020. |
• | health, dental and vision insurance; |
• | vacation, paid holidays and sick days; |
• | life insurance and supplemental life insurance; |
• | short-term and long-term disability; and |
• | a 401(k) plan and health savings plan with matching contributions. |
• | other fringe benefits, including an employee assistance program, nurse helpline, commuter benefits program, student loan refinancing program, and employee wellness benefits. |
Option Awards (1) |
Stock Awards (2) |
|||||||||||||||||||||||||
Name |
Award Type |
Number of Securities Underlying Unexercised Options Exercisable |
Number of Securities Underlying Unexercised Options Unexercisable |
Option Exercise Price |
Option Expiration Date |
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (3) |
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (4) |
|||||||||||||||||||
Louis Summe |
2021 Plan RSUs | — | — | $ | — | — | 195,000 | $ | 1,004,250 | |||||||||||||||||
2021 Plan PSUs | — | — | — | — | 585,000 | 3,012,750 | ||||||||||||||||||||
2020 MIUs | 143,012 | 572,049 | — | — | — | — | ||||||||||||||||||||
Laurence Siegel |
2021 Plan RSUs | — | — | — | — | 100,000 | 515,000 | |||||||||||||||||||
2021 Plan PSUs | — | — | — | — | 100,000 | 515,000 | ||||||||||||||||||||
2020 MIUs | 71,506 | 286,024 | — | — | — | — | ||||||||||||||||||||
Erik Fowler |
2021 Plan RSUs | — | — | — | — | 100,000 | 515,000 | |||||||||||||||||||
2021 Plan PSUs | — | — | — | — | 100,000 | 515,000 | ||||||||||||||||||||
2020 MIUs | 71,506 | 286,024 | — | — | — | — |
(1) | Amounts listed are MIUs issued to our Named Executive Officers. See “ —Narrative to Summary Compensation Table—Management Incentive Units S-K as an instrument with an “option-like feature.” |
(2) | Amounts listed are RSUs and PSUs issued to our Named Executive Officers under the 2021 Plan. See “ —Narrative to Summary Compensation Table—2021 Equity Incentive Plan |
(3) | 2021 Plan awards become vested as follows: Mr. Summe’s RSUs will vest 100% on the sixth anniversary of the vesting commencement date of June 21, 2021. 25% of Messrs. Siegel’s and Fowler’s RSUs will vest on the first anniversary of the vesting commencement date of June 21, 2021 and 75% will vest on a quarterly basis thereafter. PSUs of each Named Executive Officer vest based on the achievement of both service condition (the same time-vesting schedule that is applicable to the respective Name Executive Officer’s RSUs) and market condition (upon the Company’s volume- |
weighted average share price during any 20 trading days out of 30 consecutive trading days beginning after the grant date achieving a specified level). See “ —Narrative to Summary Compensation Table—2021 Equity Incentive Plan |
(4) | The market value is the number of outstanding equity plan awards shown in the table multiplied by the closing market price of the Company’s stock on December 31, 2021. |
Name |
Fees Earned or Paid in Cash (1) |
Stock Awards (2) |
All Other Compensation (3) |
Total |
||||||||||||
Robert D. Beyer |
$ | 26,884 | $ | 195,300 | $ | — | $ | 222,184 | ||||||||
Stewart Bloom |
250,000 | 979,459 | 1,074,209 | 2,303,668 | ||||||||||||
Leslie C. G. Campbell |
32,260 | 195,300 | — | 227,560 | ||||||||||||
Doug Ceto |
— | — | — | — | ||||||||||||
Rishi Chandna |
— | — | — | — | ||||||||||||
Susan Morisato |
21,507 | 195,300 | — | 216,807 | ||||||||||||
Bernhard Nann |
200,004 | 979,459 | 1,074,209 | 2,253,672 | ||||||||||||
Kathleen Pai |
26,884 | 195,300 | — | 222,184 | ||||||||||||
Marcello Pantuliano |
21,507 | 195,300 | — | 216,807 | ||||||||||||
Todd M. Purdy |
21,507 | 195,300 | — | 216,807 |
(1) | Mr. Bloom receives his payments as an employee of LiveVox on a bi-monthly basis in accordance with the Company’s regular payroll schedule. Other directors are paid via ACH. |
(2) | The amounts reported in this column represent the aggregate totals of: |
(a) | the aggregate grant-date fair value of RSU awards granted to selected directors under the 2021 Plan, computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. The assumptions used by the Company in calculating these amounts are include in Note 17 to our audited consolidated financial statements included in our Annual Report on Form 10-K. See “—Narrative to Summary Compensation Table—2021 Equity Incentive Plan |
(b) | the amounts of equity bonuses received by our directors pursuant to a previous arrangement involving the VCIP. See “ —Narrative to Summary Compensation Table—Value Creation Incentive Plan |
Name |
2021 Plan RSUs |
2021 Plan PSUs |
VCIP Equity Bonuses |
Total |
||||||||||||
Robert D. Beyer |
$ | 195,300 | $ | — | $ | — | $ | 195,300 | ||||||||
Stewart Bloom |
195,300 | — | 784,159 | 979,459 | ||||||||||||
Leslie C. G. Campbell |
195,300 | — | — | 195,300 | ||||||||||||
Doug Ceto |
— | — | — | — | ||||||||||||
Rishi Chandna |
— | — | — | — | ||||||||||||
Susan Morisato |
195,300 | — | — | 195,300 | ||||||||||||
Bernhard Nann |
195,300 | — | 784,159 | 979,459 | ||||||||||||
Kathleen Pai |
195,300 | — | — | 195,300 | ||||||||||||
Marcello Pantuliano |
195,300 | — | — | 195,300 | ||||||||||||
Todd M. Purdy |
195,300 | — | — | 195,300 |
(3) | The amounts reported in this column represent the amounts of cash bonuses received by our directors pursuant to a previous arrangement involving the VCIP. See “ —Narrative to Summary Compensation Table—Value Creation Incentive Plan |
Name |
VCIP Cash Bonuses |
Total |
||||||
Robert D. Beyer |
$ | — | $ | — | ||||
Stewart Bloom |
1,074,209 | 1,074,209 | ||||||
Leslie C. G. Campbell |
— | — | ||||||
Doug Ceto |
— | — | ||||||
Rishi Chandna |
— | — | ||||||
Susan Morisato |
— | — | ||||||
Bernhard Nann |
1,074,209 | 1,074,209 | ||||||
Kathleen Pai |
— | — | ||||||
Marcello Pantuliano |
— | — | ||||||
Todd M. Purdy |
— | — |
• | in whole and not in part; |
• | at a price of $0.01 per Warrant; |
• | upon not less than 30 days’ prior written notice of redemption to each Warrant holder; and |
• | if, and only if, the last reported sale price of the Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date we send the notice of redemption to the Warrant holders. |
• | There is no cumulative voting with respect to the election of directors. |
• | Our Board is empowered to elect a director to fill a vacancy created by the expansion of the Board or the resignation, death, or removal of a director in certain circumstances. |
• | Directors may only be removed from the Board for cause. |
• | There is a prohibition on stockholders calling a special meeting and a requirement that a meeting of stockholders may only be called by members of our Board, which may delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors. |
• | Our authorized but unissued Common Stock and preferred stock are available for future issuances without stockholder approval and could be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved Common Stock and preferred stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise. |
• | prior to such time, the Board approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder; |
• | upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the Company |
outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned by (i) persons who are directors and also officers and (ii) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or |
• | at or subsequent to such time, the business combination is approved by the Board and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66-2/3% of the outstanding voting stock of the Company which is not owned by the interested stockholder |
• | the issuer of the securities that was formerly a shell company has ceased to be a shell company; |
• | the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; |
• | the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and |
• | at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company. |
• | 1% of the total number of shares of common stock or warrants, as applicable, then outstanding; or |
• | the average weekly reported trading volume of the common stock or warrants, as applicable, during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale. |
• | each person known by us to be the beneficial owner of more than 5% of our outstanding shares of our Class A common stock; |
• | each of our named executive officers and directors; and |
• | all our executive officers and directors as a group. |
Shares Beneficially Owned |
||||||||
Name and Address of Beneficial Owner (1) |
Number of Shares of Class A Common Stock |
Percentage of Class A Common Stock |
||||||
Five Percent Holders |
||||||||
Entities affiliated with Golden Gate Private Equity, Inc. (2) |
72,052,784 | 73.3 | % | |||||
Named Executive Officers and Directors |
||||||||
Louis Summe (2) |
320,656 | * | ||||||
Laurence Siegel (2) |
160,328 | * | ||||||
Erik Fowler (2) |
163,676 | * | ||||||
Robert D. Beyer (3) |
3,250,000 | 3.3 | % | |||||
Stewart Bloom (2) |
107,419 | * | ||||||
Leslie C. G. Campbell |
— | * | ||||||
Doug Ceto |
— | * | ||||||
Rishi Chandna |
— | * | ||||||
Susan Morisato |
— | * | ||||||
Bernhard Nann (2) |
107,419 | * | ||||||
Kathleen Pai |
— | * | ||||||
Marcello Pantuliano |
— | * | ||||||
Todd M. Purdy (3) |
3,250,000 | 3.3 | % | |||||
All directors and executive officers as a group (15 individuals) |
4,129,498 | 4.2 | % |
* | Less than 1%. |
(1) | Unless otherwise noted, the address of the principal business office of each of Messrs. Summe, Siegel, and Fowler and Mses. Campbell, Morisato and Pai is c/o LiveVox, 655 Montgomery Street, Suite 1000, San Francisco, California, 94111. |
(2) | As reported on a Scheduled 13D/A filed on December 17, 2021. The address of the principal business office of Golden Gate Private Equity, Inc. (“Golden Gate Capital”) is One Embarcadero Center, 39th Floor, San Francisco, California, 94111. The shares reported include: (i) 71,670,701 shares held by |
LiveVox TopCo, LLC, and (ii) 382,083 shares acquired on December 15, 2021 by GGC Public Equities Opportunities, L.P., each of which holds their respective securities on behalf of a private investor group, including funds managed by Golden Gate Capital and Messrs. Summe, Siegel, Fowler, Bloom and Nann. Although Messrs. Summe, Siegel, Fowler, Bloom and Nann do not have voting or dispositive power over the 71,670,701 shares owned by LiveVox TopCo, each owns interests of LiveVox TopCo with varying rights to participate in distributions at the discretion of Golden Gate Capital with respect to such shares held by LiveVox TopCo. Interests shown include the 5,000,000 Earn-Out Shares because LiveVox TopCo, LLC maintains voting power over such shares. |
(3) | CFI Sponsor LLC is the record holder of the 3,250,000 shares reported herein, which includes the 2,487,500 Lock-Up Shares with respect to which CFI Sponsor LLC holds voting power. Beyer Family Interests LLC and TSJD Family LLC are managing members of CFI Sponsor LLC. Mr. Beyer is a managing member of Beyer Family Interests LLC. Mr. Purdy is a managing member of TSJD Family LLC. As such, each of Beyer Family Interests LLC, TSJD Family LLC and Messrs. Beyer and Purdy may be deemed to have or share beneficial ownership of the Class A common stock held directly by CFI Sponsor LLC. The business address of each of Messrs. Beyer and Purdy is c/o Crescent Capital Group, 11100 Santa Monica Blvd., Suite 2000, Los Angeles, CA 90025. |
Shares of Class A Common Stock |
Warrants to Purchase Class A Common Stock |
|||||||||||||||||||||||||||||||
Selling Shareholder |
Number Beneficially Owned Prior to Offering |
Number of Shares to be Sold in the Offering |
Number Beneficially Owned After Offering |
Percent Owned After Offering (1) |
Number Beneficially Owned Prior to Offering |
Number of Warrants to be Sold in the Offering |
Number Beneficially Owner After Offering |
Percent Owner After Offering (2) |
||||||||||||||||||||||||
Entities affiliated with Monashee Investment Management, LLC (3) |
300,000 | 300,000 | — | — | — | — | — | — | ||||||||||||||||||||||||
The Phoenix Insurance Company Ltd |
400,000 | 400,000 | — | — | — | — | — | — | ||||||||||||||||||||||||
Shotfut Menayot Chool Pheonix Amitim |
1,600,000 | 1,600,000 | — | — | — | — | — | — |
Shares of Class A Common Stock |
Warrants to Purchase Class A Common Stock |
|||||||||||||||||||||||||||||||
Selling Shareholder |
Number Beneficially Owned Prior to Offering |
Number of Shares to be Sold in the Offering |
Number Beneficially Owned After Offering |
Percent Owned After Offering (1) |
Number Beneficially Owned Prior to Offering |
Number of Warrants to be Sold in the Offering |
Number Beneficially Owner After Offering |
Percent Owner After Offering (2) |
||||||||||||||||||||||||
Park West Partners International, Limited |
237,848 | 62,000 | 175,848 | * | 89,609 | — | 89,609 | * | ||||||||||||||||||||||||
Park West Investors Master Fund, Limited |
1,513,178 | 638,000 | 875,178 | * | 910,391 | — | 910,391 | 6.8 | % | |||||||||||||||||||||||
Alyeska Master Fund, L.P. (4) |
1,000,000 | 1,000,000 | — | — | 215,223 | — | 215,223 | 1.6 | % | |||||||||||||||||||||||
Federated Hermes Kaufmann Small Cap Fund (5) |
2,000,000 | 2,000,000 | — | — | — | — | — | — | ||||||||||||||||||||||||
Jane Street Global Trading, LLC (6) |
219,589 | 200,000 | 19,589 | * | — | — | — | — | ||||||||||||||||||||||||
PGIM Jennison Small Company Fund |
1,000,000 | 1,000,000 | — | — | — | — | — | — | ||||||||||||||||||||||||
Ghisallo Master Fund LP |
350,000 | 300,000 | 50,000 | * | — | — | — | — | ||||||||||||||||||||||||
Levico Way LLC |
1,333,333 | 1,333,333 | — | — | 333,333 | 333,333 | — | — | ||||||||||||||||||||||||
Crescent Capital Group Holdings LP |
1,145,335 | 1,145,335 | — | — | 286,335 | 286,335 | — | — | ||||||||||||||||||||||||
Eric Hall |
28,000 | 28,000 | — | — | 7,000 | 7,000 | — | — | ||||||||||||||||||||||||
Six Etoiles Trust |
333,333 | 333,333 | — | — | 83,333 | 83,333 | — | — | ||||||||||||||||||||||||
Eric & Lynne Siegel Revocable Trust |
13,333 | 13,333 | — | — | 3,333 | 3,333 | — | — | ||||||||||||||||||||||||
John Lee |
13,333 | 13,333 | — | — | 3,333 | 3,333 | — | — | ||||||||||||||||||||||||
James D. Gray Living Trust |
133,333 | 133,333 | — | — | 33,333 | 33,333 | — | — | ||||||||||||||||||||||||
MA Crescent Holdings, LLC |
333,333 | 333,333 | — | — | 83,333 | 83,333 | — | — | ||||||||||||||||||||||||
LiveVox Top Co., LLC (7)(8) |
71,637,092 | 71,637,092 | — | — | — | — | — | — | ||||||||||||||||||||||||
Kathleen Briscoe |
25,000 | 25,000 | — | — | — | — | — | — | ||||||||||||||||||||||||
John J. Gauthier |
25,000 | 25,000 | — | — | — | — | — | — | ||||||||||||||||||||||||
Jason D. Turner |
25,000 | 25,000 | — | — | — | — | — | — | ||||||||||||||||||||||||
CFI Sponsor LLC |
3,250,000 | 3,250,000 | — | — | — | — | — | — | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Total |
86,916,040 |
85,795,425 |
1,120,615 |
1.3 |
% |
2,048,556 |
833,333 |
1,215,223 |
9.1 |
% |
* |
Less than 1% |
(1) | Based upon 94,628,387 shares of Class A Common Stock outstanding as of June 18, 2021. Ownership percentages do not include shares of Class A Common Stock issuable upon the exercise of the Public Warrants. |
(2) | Based upon 833,333 Forward Purchase Warrants and 12,499,995 Public Warrants as of June 18, 2021. |
(3) | Consists of 14,815 shares of Class A Common Stock held by SFL SPV I LLC, 60,911 shares of Class A Common Stock held by Monashee Solitario Fund LP, 87,235 shares of Class A Common Stock held by BEMAP Master Fund LTD, 11,439 shares of Class A Common Stock held by Bespoke Alpha MAC MIM LLC, 74,908 shares of Class A common Stock held by DS Liquid RVA MON LLC and 50,692 shares of |
Class A Common Stock held by Monashee Pure Alpha SPV I LP. Voting and dispositive power over the shares held by the foregoing Selling Shareholders resides with their investment advisor, Monashee Investment Management, LLC. Jeff Muller serves as Chief Compliance Officer of Monashee Investment Management LLC and may be deemed to be the beneficial owner of the shares held by these entities. Jeff Muller, however, disclaims any beneficial ownership of the shares held by these entities. The address for the foregoing entities is c/o Monashee Investment Management, LLC, 75 Park Plaza, 2nd Floor, Boston, MA 02116. |
(4) | Alyeska Investment Group, L.P., the investment manager of the Selling Securityholder, has voting and investment control of the shares held by the Selling Securityholder. Anand Parekh is the Chief Executive Officer of Alyeska Investment Group, L.P. and may be deemed to be the beneficial owner of such shares. Mr. Parekh, however, disclaims any beneficial ownership of the shares held by the Selling Securityholder. The registered address of Alyeska Master Fund, L.P. is at c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, South Church Street George Town, Grand Cayman, KY1-1104, Cayman Islands. Alyeska Investment Group, L.P. is located at 77 W. Wacker, Suite 700, Chicago IL 60601 |
(5) | Beneficial ownership consists of 2,000,000 shares of common stock held by Federated Hermes Kaufmann Small Cap Fund, a portfolio of Federated Hermes Equity Funds (the “Federated Fund”). The address of the Federated Fund is 4000 Ericsson Drive, Warrendale, Pennsylvania 15086-7561. The Federated Fund is managed by Federated Equity Management Company of Pennsylvania and subadvised by Federated Global Investment Management Corp., which are wholly owned subsidiaries of FII Holdings, Inc., which is a wholly owned subsidiary of Federated Hermes, Inc. (the “Federated Parent”). All of the Federated Parent’s outstanding voting stock is held in the Voting Shares Irrevocable Trust (the “Federated Trust”) for which Thomas R. Donahue, Rhodora J. Donahue and J. Christopher Donahue, who are collectively referred to as Federated Trustees, act as trustees. The Federated Parent’s subsidiaries have the power to direct the vote and disposition of the securities held by the Federated Fund. Each of the Federated Parent, its subsidiaries, the Federated Trust, and each of the Federated Trustees expressly disclaim beneficial ownership of such securities. |
(6) | Jane Street Global Trading, LLC is affiliated with U.S. broker dealers: Jane Street Capital, LLC, Jane Street Options, LLC and Jane Street Execution Services, LLC. |
(7) | The address of the principal business office of LiveVox TopCo, LLC and each of Messrs. Summe, Clevenger, Siegel, Fowler, Mallah, Chandna, Pantuliano, Bloom, Nann and Ceto is c/o Golden Gate Private Equity, Inc., One Embarcadero Center, 39th Floor, San Francisco, California 94111. Interests in LiveVox TopCo are held directly or indirectly by a private investor group, including funds managed by Golden Gate Capital and Messrs. Summe, Siegel, Bloom, Clevenger, Fowler, Nann and Mallah. Although Messrs. Summe, Siegel, Bloom, Clevenger, Fowler, Nann and Mallah do not have voting or dispositive power over securities owned by LiveVox TopCo, each owns interests of LiveVox TopCo with varying rights to participate in distributions by LiveVox TopCo. |
(8) | Interests shown include the 5,000,000 Earn-Out Shares because LiveVox TopCo, LLC maintains voting power over such shares. |
• | an individual who is a citizen or resident of the United States; |
• | an entity treated as a corporation created or organized (or deemed to be created or organized) in or under the laws of the United States, any state thereof or the District of Columbia; |
• | any entity or arrangement treated as a partnership; |
• | an estate the income of which is subject to U.S. federal income taxation regardless of its source; or |
• | a trust if it (1) is subject to the primary supervision of a court within the United States and one or more U.S. persons have the authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person for U.S. federal income tax purposes. |
• | the non-U.S. holder is an individual who is present in the United States for 183 days or more in the taxable year of such sale or other disposition, and certain other conditions are met, in which case the non-U.S. holder will be subject to a 30% tax on the individual’s net capital gain for the year; or |
• | our Common Stock constitutes a U.S. real property interest because we are or have been a U.S. real property holding corporation (a “USRPHC”) for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of the disposition or the period that the non-U.S. holder held shares of our Common Stock (the “applicable period”). |
• | purchases by a broker-dealer as principal and resale by such broker-dealer for its own account pursuant to this prospectus; |
• | ordinary brokerage transactions and transactions in which the broker solicits purchasers; |
• | block trades in which the broker-dealer so engaged will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
• | an over-the-counter |
• | through trading plans entered into by a Selling Shareholder pursuant to Rule 10b5-1 under the Exchange Act that are in place at the time of an offering pursuant to this prospectus and any applicable prospectus supplement hereto that provide for periodic sales of their securities on the basis of parameters described in such trading plans; |
• | through one or more underwritten offerings on a firm commitment or best efforts basis; |
• | settlement of short sales entered into after the date of this prospectus; |
• | agreements with broker-dealers to sell a specified number of the securities at a stipulated price per share or warrant; |
• | in “at the market” offerings, as defined in Rule 415 under the Securities Act, at negotiated prices, at prices prevailing at the time of sale or at prices related to such prevailing market prices, including sales made directly on a national securities exchange or sales made through a market maker other than on an exchange or other similar offerings through sales agents; |
• | directly to purchasers, including through a specific bidding, auction or other process or in privately negotiated transactions; |
• | through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; |
• | through a combination of any of the above methods of sale; or |
• | any other method permitted pursuant to applicable law. |
• | the specific securities to be offered and sold; |
• | the names of the selling shareholders; |
• | the respective purchase prices and public offering prices, the proceeds to be received from the sale, if any, and other material terms of the offering; |
• | settlement of short sales entered into after the date of this prospectus; |
• | the names of any participating agents, broker-dealers or underwriters; and |
• | any applicable commissions, discounts, concessions and other items constituting compensation from the selling shareholders. |
Audited Consolidated Financial Statements |
||||
F-2 |
||||
F-3 |
||||
F-4 |
||||
F-5 |
||||
F-6 |
||||
F-8 |
As of |
||||||||
December 31, 2021 |
December 31, 2020 |
|||||||
ASSETS |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | $ | ||||||
Restricted cash, current |
||||||||
Marketable securities, current |
||||||||
Accounts receivable, net |
||||||||
Deferred sales commissions, current |
||||||||
Prepaid expenses and other current assets |
||||||||
Total Current Assets |
||||||||
Property and equipment, net |
||||||||
Goodwill |
||||||||
Intangible assets, net |
||||||||
Operating lease right-of-use |
||||||||
Deposits and other |
||||||||
Marketable securities, net of current |
||||||||
Deferred sales commissions, net of current |
||||||||
Restricted cash, net of current |
||||||||
Total Assets |
$ | $ | ||||||
LIABILITIES & STOCKHOLDERS’ EQUITY |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | $ | ||||||
Accrued expenses |
||||||||
Deferred revenue, current |
||||||||
Term loan, current |
||||||||
Operating lease liabilities, current |
||||||||
Finance lease liabilities, current |
||||||||
Total current liabilities |
||||||||
Long term liabilities: |
||||||||
Line of credit |
||||||||
Deferred revenue, net of current |
||||||||
Term loan, net of current |
||||||||
Operating lease liabilities, net of current |
||||||||
Finance lease liabilities, net of current |
||||||||
Deferred tax liability, net |
||||||||
Warrant liability |
||||||||
Other long-term liabilities |
||||||||
Total liabilities |
||||||||
Commitments and contingencies (Note 11 and 23) |
||||||||
Stockholders’ equity: |
||||||||
Preferred stock, $ |
||||||||
Common stock, $ |
||||||||
Additional paid-in capital |
||||||||
Accumulated other comprehensive loss |
( |
) | ( |
) | ||||
Accumulated deficit |
( |
) | ( |
) | ||||
Total stockholders’ equity |
||||||||
Total liabilities & stockholders’ equity |
$ | $ | ||||||
For the years ended December 31, |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
Revenue |
$ | $ | $ | |||||||||
Cost of revenue |
||||||||||||
Gross profit |
||||||||||||
Operating expenses |
||||||||||||
Sales and marketing expense |
||||||||||||
General and administrative expense |
||||||||||||
Research and development expense |
||||||||||||
Total operating expenses |
||||||||||||
Loss from operations |
( |
) | ( |
) | ( |
) | ||||||
Interest expense, net |
||||||||||||
Change in the fair value of warrant liability |
( |
) | ||||||||||
Other expense (income), net |
( |
) | ( |
) | ||||||||
Total other expense, net |
||||||||||||
Pre-tax loss |
( |
) | ( |
) | ( |
) | ||||||
Provision for income taxes |
||||||||||||
Net loss |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
Comprehensive loss |
||||||||||||
Net loss |
( |
) | ( |
) | ( |
) | ||||||
Other comprehensive (loss) income, net of tax |
||||||||||||
Foreign currency translation adjustment |
( |
) | ( |
) | ||||||||
Unrealized loss on marketable securities |
( |
) | ||||||||||
Total other comprehensive (loss) income, net of tax |
( |
) | ( |
) | ||||||||
Comprehensive loss |
$ | ( |
) | $ | ( |
) | ( |
) | ||||
Net loss per share—basic and diluted |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
Weighted average shares outstanding—basic and diluted |
Common Stock |
Additional Paid-in Capital |
Accumulated Other Comprehensive Loss |
Accumulated Deficit |
Total |
||||||||||||||||||||
Shares |
Amount |
|||||||||||||||||||||||
Balance at December 31, 2018 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | |||||||||||||||
Retroactive application of reverse recapitalization |
( |
) | — | |||||||||||||||||||||
Balance at December 31, 2018, as converted |
$ | $ | $ | ( |
) | $ | ( |
) | $ | |||||||||||||||
Foreign currency translation adjustment |
— | — | — | ( |
) | — | ( |
) | ||||||||||||||||
Net loss |
— | — | — | — | ( |
) | ( |
) | ||||||||||||||||
Balance at December 31, 2019 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | |||||||||||||||
Common Stock |
Additional Paid-in Capital |
Accumulated Other Comprehensive Loss |
Accumulated Deficit |
Total |
||||||||||||||||||||
Shares |
Amount |
|||||||||||||||||||||||
Balance at December 31, 2019 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | |||||||||||||||
Retroactive application of reverse recapitalization |
( |
) | — | |||||||||||||||||||||
Balance at December 31, 2019, as converted |
$ | $ | $ | ( |
) | $ | ( |
) | $ | |||||||||||||||
Foreign currency translation adjustment |
— | — | — | — | ||||||||||||||||||||
Stock-based compensation |
— | — | — | — | ||||||||||||||||||||
Net loss |
— | — | — | — | ( |
) | ( |
) | ||||||||||||||||
Balance at December 31, 2020 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | |||||||||||||||
Common Stock |
Additional Paid-in Capital |
Accumulated Other Comprehensive Loss |
Accumulated Deficit |
Total |
||||||||||||||||||||
Shares |
Amount |
|||||||||||||||||||||||
Balance at December 31, 2020 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | |||||||||||||||
Retroactive application of reverse recapitalization |
( |
) | — | |||||||||||||||||||||
Balance at December 31, 2020, as converted |
$ | $ | $ | ( |
) | $ | ( |
) | $ | |||||||||||||||
Merger and PIPE financing |
— | — | ||||||||||||||||||||||
Foreign currency translation adjustment |
— | — | — | ( |
) | — | ( |
) | ||||||||||||||||
Unrealized loss on marketable securities |
— | — | — | ( |
) | — | ( |
) | ||||||||||||||||
Stock-based compensation |
— | — | — | — | ||||||||||||||||||||
Net loss |
— | — | — | — | ( |
) | ( |
) | ||||||||||||||||
Balance at December 31, 2021 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | |||||||||||||||
For the years ended December 31, |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
Operating activities: |
||||||||||||
Net loss |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: |
||||||||||||
Depreciation and amortization |
||||||||||||
Amortization of identified intangible assets |
||||||||||||
Amortization of deferred loan origination costs |
||||||||||||
Amortization of deferred sales commissions |
||||||||||||
Non-cash lease expense |
||||||||||||
Stock-based compensation expense |
||||||||||||
Equity incentive bonus |
||||||||||||
Bad debt expense |
||||||||||||
Loss on disposition of asset |
||||||||||||
Deferred income tax benefit |
( |
) | ( |
) | ( |
) | ||||||
Change in the fair value of the warrant liability |
( |
) | ||||||||||
Changes in assets and liabilities |
||||||||||||
Accounts receivable |
( |
) | ( |
) | ||||||||
Other assets |
( |
) | ( |
) | ( |
) | ||||||
Deferred sales commissions |
( |
) | ( |
) | ( |
) | ||||||
Accounts payable |
||||||||||||
Accrued expenses |
( |
) | ||||||||||
Deferred revenue |
||||||||||||
Operating lease liabilities |
( |
) | ( |
) | ||||||||
Other long-term liabilities |
||||||||||||
Net cash (used in) provided by operating activities |
( |
) | ||||||||||
Investing activities: |
||||||||||||
Purchases of property and equipment |
( |
) | ( |
) | ( |
) | ||||||
Purchases of marketable securities |
( |
) | ||||||||||
Proceeds from sale of marketable securities |
||||||||||||
Acquisition of businesses, net of cash acquired |
( |
) | ( |
) | ||||||||
Proceeds from asset acquisition, net of cash paid |
||||||||||||
Net cash used in investing activities |
( |
) | ( |
) | ( |
) | ||||||
Financing activities: |
||||||||||||
Proceeds from Merger and PIPE financing, net of cash paid |
||||||||||||
Proceeds from borrowing on term loans |
||||||||||||
Repayment on loan payable |
( |
) | ( |
) | ( |
) | ||||||
Proceeds from drawdown on line of credit |
||||||||||||
Repayment of drawdown on line of credit |
( |
) | ||||||||||
Debt issuance costs |
( |
) | ( |
) | ||||||||
Payment of contingent consideration liability |
( |
) | ||||||||||
Repayments on finance lease obligations |
( |
) | ( |
) | ( |
) | ||||||
Net cash provided by financing activities |
||||||||||||
Effect of foreign currency translation |
( |
) | ( |
) | ( |
) | ||||||
Net increase in cash, cash equivalents and restricted cash |
||||||||||||
Cash, cash equivalents, and restricted cash beginning of period |
||||||||||||
Cash, cash equivalents, and restricted cash end of period |
$ | $ | $ | |||||||||
For the years ended December 31, |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
Supplemental disclosure of cash flow information: |
||||||||||||
Interest paid |
$ | $ | $ | |||||||||
Income taxes paid |
||||||||||||
Supplemental schedule of noncash investing activities: |
||||||||||||
Equipment and software acquired under finance lease obligations |
$ | $ | $ | |||||||||
Additional right-of-use |
As of December 31, |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
Cash and cash equivalents |
$ | $ | $ | |||||||||
Restricted cash, current |
||||||||||||
Restricted cash, net of current |
||||||||||||
Total cash, cash equivalents and restricted cash |
$ | $ | $ | |||||||||
1. |
2. |
a) |
Basis of Presentation and Principles of Consolidation |
b) |
Emerging Growth Company |
c) |
Use of Estimates |
d) |
Segment Information |
e) |
Foreign Currency Translation |
f) |
Fair Value of Financial Instruments |
• | Level 1—Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. |
• | Level 2—Includes other inputs that are directly or indirectly observable in the marketplace. |
• | Level 3—Unobservable inputs that are supported by little or no market activity. |
g) |
Liquidity and Capital Resources |
h) |
Debt Discount and Issuance Costs |
i) |
Cash, Cash Equivalents and Restricted Cash |
j) |
Marketable Securities |
k) |
Accounts Receivable |
l) |
Property and Equipment |
Years | ||
Computer equipment |
||
Computer software |
||
Furniture and fixtures |
||
Leasehold improvements |
||
Website development |
m) |
Identified Intangible Assets |
Years | ||
Marketing-based |
||
Technology-based |
||
Customer-based |
||
Trademark-based |
||
Workforce-based |
n) |
Goodwill |
o) |
Impairment of Long-Lived Assets |
p) |
Amounts Due to Related Parties |
q) |
Concentration of Risk |
r) |
Revenue Recognition |
a. | Identification of the contract, or contracts, with a customer; |
b. | Identification of the performance obligations in the contract; |
c. | Determination of the transaction price; |
d. | Allocation of the transaction price to the performance obligations in the contract; and |
e. | Recognition of revenue when, or as, the performance obligations are satisfied. |
s) |
Costs to Obtain Customer Contracts (Deferred Sales Commissions) |
t) |
Advertising |
u) |
Research and Development Costs |
v) |
Software Development Costs |
w) |
Income Taxes |
x) |
Employee and Non-Employee Incentive Plans |
y) |
Acquisitions |
z) |
Public and Forward Purchase Warrants |
aa) |
Recently Adopted Accounting Pronouncements |
ab) |
Recently Issued Accounting Pronouncements |
3. |
Recapitalization |
||||
Cash proceeds from Crescent |
||||
Crescent’s cash in trust account |
$ | |||
Crescent’s cash and cash equivalents |
||||
Less: redemptions |
( |
) | ||
Cash proceeds from PIPE Investment (1) |
||||
Cash proceeds from Forward Purchase Agreement (2) |
||||
Less: Cash payments to escrow |
( |
) | ||
Less: Cash payments to stockholder representative expense holdback |
( |
) | ||
Less: Cash payments of direct and incremental Merger transaction costs |
( |
) | ||
Net cash proceeds from Merger and PIPE financing reflected as financing cash flows |
||||
Cash payments of indirect or non-incremental Merger transaction costs |
( |
) | ||
Net cash proceeds from Merger and PIPE financing reflected as operating cash flows |
( |
) | ||
Net cash proceeds from Merger and PIPE financing |
||||
Merger transaction costs not impacting additional paid-in capital |
||||
Non-cash VCIP/OBIP stock bonus |
||||
Non-cash net assets assumed from Crescent |
||||
Non-cash offering cost associated with warrant liability (3) |
||||
Less: warrant liability |
( |
) | ||
Net contribution from Merger and PIPE financing |
$ | |||
(1) | Proceeds of $ |
(2) | Proceeds of $ |
(3) | Capitalized offering costs related to Forward Purchase Warrants which have been expensed in the consolidated statements of operations and comprehensive loss. |
Number of Shares |
||||
Class A common stock of Crescent, outstanding prior to Closing |
||||
Less: Redemption of Crescent Class A common stock |
( |
) | ||
Class A common stock issued in PIPE Investment (1) |
||||
Class A common stock issued under Forward Purchase Agreement (2) |
||||
Shares of Crescent common stock prior to Closing |
||||
Class F common stock of Crescent converted into Class A common stock on a |
||||
Less: cancellation of Class F common stock of Crescent |
( |
) | ||
Earn-Out Shares placed into an escrow account (4) |
||||
Recapitalization of Old LiveVox common stock into Class A common stock (5) |
||||
Shares of newly issued Class A common stock in connection with Closing |
||||
Shares of Class A common stock outstanding as of the Closing Date, including Escrowed Shares |
||||
Less: Escrowed Shares (6) |
( |
) | ||
Total shares of Class A common stock outstanding as of the Closing Date, excluding Escrowed Shares |
||||
(1) | See footnote (1) to the preceding table. |
(2) | See footnote (2) to the preceding table. |
(3) | Includes a total of “Lock-Up Shares”) immediately following the closing, which were placed in an escrow account to be subject to release only if the price of Class A common stock trading on Nasdaq exceeds certain thresholds during the |
(4) | As additional consideration payable to the LiveVox Stockholder, the Company issued “Earn-Out Shares”) held in an escrow account to be released only if the price of Class A common stock trading on Nasdaq exceeds certain thresholds during the |
(5) | The number of Old LiveVox shares was determined from |
(6) | Lock-Up Shares and Earn-Out Shares (collectively, the “Escrowed Shares”) are accounted for as equity-classified equity instruments, were included as merger consideration as part of the Reverse Recapitalization, and are recorded in additional paid-in capital. Any Escrowed Shares not |
released from escrow within the |
4. |
BusinessPhone |
Asset Acquisition |
Amount |
||||
Cost of the asset acquisition |
||||
Base purchase price |
$ | |||
Contingent consideration |
||||
Direct transaction costs |
||||
Total cost of the asset acquisition |
$ | |||
Amount |
||||
Assets acquired |
||||
Cash and cash equivalents |
$ | |||
Restricted cash |
||||
Accounts receivable, net |
||||
Deposits and other |
||||
Property and equipment, net |
||||
Intangible assets, net: |
||||
Customer relationships |
||||
Acquired workforce |
||||
Total assets acquired |
||||
Liabilities assumed |
||||
Accounts payable |
||||
Accrued expenses and other |
||||
Short-term debt |
||||
Total liabilities assumed |
||||
Net identifiable assets acquired |
$ | |||
5. |
Contract |
Balance |
December 31, 2021 |
December 31, 2020 |
|||||||
Accounts receivable, net |
$ | $ | ||||||
Contract liabilities, current (deferred revenue) |
||||||||
Contract liabilities, non-current (deferred revenue) |
December 31, 2021 |
December 31, 2020 |
$ Change |
||||||||||
Contract liabilities (deferred revenue) |
$ | $ | $ |
Remaining |
Performance Obligations |
6. |
Amortized Cost |
Gross Unrealized Gain |
Gross Unrealized Loss |
Fair Value |
|||||||||||||
U.S. corporate securities |
$ | $ | $ | ( |
) | $ | ||||||||||
U.S. government securities |
( |
) | ||||||||||||||
Asset-backed securities |
( |
) | ||||||||||||||
Other debt securities |
( |
) | ||||||||||||||
Total available for sale securities |
( |
) | ||||||||||||||
Total debt securities |
$ | $ | $ | ( |
) | $ | ||||||||||
As of December 31, 2021 |
Amortized Cost |
Fair Value |
||||||
Due in one year or less |
$ | $ | ||||||
Due after one year through five years |
||||||||
Total available for sale securities |
||||||||
Total debt securities |
$ | $ | ||||||
Years Ended December 31, |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
Available for sale debt securities: |
||||||||||||
Proceeds from sales of debt securities |
$ | $ | $ | |||||||||
Gross realized gains |
||||||||||||
Gross realized losses |
In Unrealized Loss Position ForLess Than 12 Months |
In Unrealized Loss Position For12 Months Or Longer |
|||||||||||||||
Fair Value |
Gross Unrealized Loss |
Fair Value |
Gross Unrealized Loss |
|||||||||||||
U.S. corporate securities |
$ | $ | ( |
) | $ | $ | ||||||||||
U.S. government securities |
( |
) | ||||||||||||||
Asset-backed securities |
( |
) | ||||||||||||||
Other debt securities |
( |
) | ||||||||||||||
Total available for sale securities |
( |
) | ||||||||||||||
Total debt securities |
$ | $ | ( |
) | $ | $ | ||||||||||
7. |
December 31, 2021 |
December 31, 2020 |
|||||||
Computer software |
$ | $ | ||||||
Computer equipment |
||||||||
Furniture and fixtures |
||||||||
Leasehold improvements |
||||||||
Total |
||||||||
Less: accumulated depreciation and amortization |
( |
) | ( |
) | ||||
Property and equipment, net |
$ | $ | ||||||
8. |
Goodwill |
December 31, 2021 |
December 31, 2020 |
|||||||
Balance, beginning of period |
$ | $ | ||||||
Addition |
||||||||
Balance, end of period |
$ | $ | ||||||
Identified |
Intangible Assets |
Cost |
Accumulated Amortization |
Carrying Amount |
Weighted Average Remaining Life (In Years) |
|||||||||||||
Marketing-based |
$ | $ | ( |
) | $ | |||||||||||
Technology-based |
( |
) | ||||||||||||||
Customer-based |
( |
) | ||||||||||||||
Workforce-based |
( |
) | ||||||||||||||
$ | $ | ( |
) | $ | ||||||||||||
Cost |
Accumulated Amortization |
Carrying Amount |
Weighted Average Remaining Life (In Years) |
|||||||||||||
Marketing-based |
$ | $ | ( |
) | $ | |||||||||||
Technology-based |
( |
) | ||||||||||||||
Customer-based |
( |
) | ||||||||||||||
$ | $ | ( |
) | $ | ||||||||||||
As of December 31, 2021 |
Amount |
|||
2022 |
$ | |||
2023 |
||||
2024 |
||||
2025 |
||||
2026 and beyond |
||||
Total future identified intangible asset amortization |
$ | |||
9. |
December 31, 2021 |
December 31, 2020 |
|||||||
Accrued bonuses |
$ | $ | ||||||
Accrued paid time off |
||||||||
Accrued commissions |
||||||||
Other accrued expenses |
||||||||
Total accrued expenses |
$ | $ | ||||||
10. |
Years Ended December 31, |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
Operating lease cost |
$ | $ | $ | |||||||||
Finance lease cost: |
||||||||||||
Amortization of right-of-use |
$ | $ | $ | |||||||||
Interest on lease liabilities |
||||||||||||
Total finance lease cost |
$ | $ | $ | |||||||||
Years Ended December 31, |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
Cash paid for amounts included in the measurement of lease liabilities: |
||||||||||||
Operating cash used in operating leases |
$ | $ | $ | |||||||||
Financing cash used in finance leases |
||||||||||||
Right-of-use |
||||||||||||
Operating leases |
$ | $ | $ | |||||||||
Finance leases |
December 31, 2021 |
December 31, 2020 |
|||||||
Operating Leases |
||||||||
Operating lease right-of-use |
$ | $ | ||||||
Operating lease liabilities: |
||||||||
Operating lease liabilities—current |
$ | $ | ||||||
Operating lease liabilities—less current portion |
||||||||
Total operating lease liabilities |
$ | $ | ||||||
Finance Leases |
||||||||
Property and equipment, gross |
$ | $ | ||||||
Less: accumulated depreciation and amortization |
( |
) | ( |
) | ||||
Property and equipment, net |
$ | $ | ||||||
Finance lease liabilities: |
||||||||
Finance lease liabilities—current |
$ | $ | ||||||
Finance lease liabilities—less current portion |
||||||||
Total finance lease liabilities |
$ | $ | ||||||
December 31, 2021 |
December 31, 2020 |
|||||||
Weighted average remaining lease term |
||||||||
Operating Leases |
||||||||
Finance Leases |
December 31, 2021 |
December 31, 2020 |
|||||||
Weighted average discount rate |
||||||||
Operating Leases |
% | % | ||||||
Finance Leases |
% | % |
As of December 31, 2021 |
Operating Leases |
Finance Leases |
||||||
2022 |
$ | $ | ||||||
2023 |
||||||||
2024 |
||||||||
2025 |
||||||||
2026 and beyond |
||||||||
Total lease payments |
||||||||
Less: imputed interest |
( |
) | ( |
) | ||||
Total |
$ | $ | ||||||
11. |
December 31, 2021 |
December 31, 2020 |
|||||||
Total term loan obligations |
$ | $ | ||||||
Less: current portion of term loan |
( |
) | ( |
) | ||||
Long-term term loan obligations |
$ | $ | ||||||
As of December 31, 2021 |
Amount to Mature |
|||
2022 |
$ | |||
2023 |
||||
2024 |
||||
2025 |
||||
Total |
$ | |||
December 31, 2021 |
December 31, 2020 |
|||||||
Principal |
$ | $ | ||||||
Unamortized issuance costs |
( |
) | ( |
) | ||||
Net carrying amount |
$ | $ |
12. |
13. |
14. |
Public |
and Forward Purchase Warrants |
15. |
Common |
Stock |
16. |
Analysis of the Changes in Accumulated Other Comprehensive Income (Loss) |
December 31, 2020 |
||||||||||||
Foreign currency translation adjustment |
Unrealized loss on marketable securities |
Total accumulated other comprehensive loss |
||||||||||
Balance, beginning of period |
$ | ( |
) | $ | $ | ( |
) | |||||
Other comprehensive income |
||||||||||||
Balance, end of period |
$ | ( |
) | $ | $ | ( |
) | |||||
December 31, 2021 |
||||||||||||
Foreign currency translation adjustment |
Unrealized loss on marketable securities |
Total accumulated other comprehensive loss |
||||||||||
Balance, beginning of period |
$ | ( |
) | $ | $ | ( |
) | |||||
Other comprehensive loss |
( |
) | ( |
) | ( |
) | ||||||
Balance, end of period |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
Years Ended December 31, |
||||||||||||||||||||||||||||||||||||
2021 |
2020 |
2019 |
||||||||||||||||||||||||||||||||||
Before tax |
Tax effect |
Net of tax |
Before tax |
Tax effect |
Net of tax |
Before tax |
Tax effect |
Net of tax |
||||||||||||||||||||||||||||
Foreign currency translation adjustment |
$ | ( |
) | $ | $ | ( |
) | $ | $ | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | |||||||||||||||||
Unrealized loss on marketable securities |
( |
) | ( |
) | ||||||||||||||||||||||||||||||||
Total other comprehensive income (loss) |
$ | ( |
) | $ | $ | ( |
) | $ | $ | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | |||||||||||||||||
17. |
Years Ended December 31, |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
Equity-classified awards: |
||||||||||||
MIUs |
$ | $ | $ | |||||||||
RSUs—employee (1) |
||||||||||||
RSUs—nonemployee (2) |
||||||||||||
PSUs—employee (1) |
||||||||||||
Total equity-classified awards |
||||||||||||
Total stock-based compensation |
$ | $ | $ | |||||||||
(1) | Represents awards granted to employees, executive officers and directors of the Company. Nonemployee directors acting in their role as members of a board of directors are treated as employees if (a) those directors were elected by the Company’s shareholders and (b) the awards granted to nonemployee directors are for their services as directors but not for other services. |
(2) | Represents awards granted to consultants of the Company. |
Years Ended December 31, |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
Cost of revenue |
$ | $ | $ | |||||||||
Sales and marketing expense |
||||||||||||
General and administrative expense |
||||||||||||
Research and development expense |
||||||||||||
Total stock-based compensation |
$ | $ | $ | |||||||||
Unrecognized Stock-based Compensation Expense |
Weighted- average Recognition Period (1) |
|||||||
Equity-classified awards: |
||||||||
MIUs |
$ | |||||||
RSUs—employee |
||||||||
RSUs—nonemployee |
||||||||
PSUs—employee |
||||||||
Total equity-classified awards |
||||||||
Total unrecognized stock-based compensation |
$ | |||||||
(1) | The weighted-average recognition period is calculated as the sum of the weighted remaining period to recognize expense for nonvested awards divided by the sum of the shares that are expected to vest for all awards that have not vested or expired by the end of the reporting period. For awards that the straight-line method is used for expense recognition, the remaining recognition period is the amount of time between the end of the reporting period and the end of the entire award. For awards that the accelerated attribution method is used for expense recognition, the remaining recognition period is the amount of time between the end of the reporting period and the end of each separately vesting portion of the award. |
Equity-classified RSUs - employee |
||||||||||||
Number of Shares |
Weighted- average Grant Date Fair Value (per share) |
Weighted- average Remaining Contractual Term (1) |
||||||||||
Outstanding at December 31, 2020 |
$ | |||||||||||
Granted |
||||||||||||
Vested |
||||||||||||
Forfeited |
( |
) | ||||||||||
Outstanding at December 31, 2021 |
$ | |||||||||||
Equity-classified RSUs - nonemployee |
||||||||||||
Number of Shares |
Weighted- average Grant Date Fair Value (per share) |
Weighted- average Remaining Contractual Term (1) |
||||||||||
Outstanding at December 31, 2020 |
$ | |||||||||||
Granted |
||||||||||||
Vested |
||||||||||||
Forfeited |
||||||||||||
Outstanding at December 31, 2021 |
$ | |||||||||||
(1) | The weighted-average remaining contractual term is calculated as the sum of the weighted amount of time between the reporting period end and the vest date divided by the sum of the shares that are outstanding, expected to vest or currently exercisable by the end of the reporting period. |
December 31, 2021 |
||||
Stock price |
$ | |||
Measurement period |
||||
Expected volatility |
% | |||
Risk-free rate |
% | |||
Vesting hurdle 1 |
$ | |||
Vesting hurdle 2 |
$ | |||
Vesting hurdle 3 |
$ |
Equity-classified PSUs - employee |
||||||||||||
Number of Shares |
Weighted- average Grant Date Fair Value (per share) |
Weighted- average Remaining Contractual Term (1) |
||||||||||
Outstanding at December 31, 2020 |
$ | |||||||||||
Granted |
||||||||||||
Vested |
||||||||||||
Forfeited |
||||||||||||
Outstanding at December 31, 2021 |
$ | |||||||||||
(1) | The weighted-average remaining contractual term is calculated as the sum of the weighted amount of time between the reporting period end and the vest date divided by the sum of the shares that are outstanding, expected to vest or currently exercisable by the end of the reporting period. |
December 31, 2021 |
December 31, 2020 |
December 31, 2019 |
||||||||||
Holding period |
||||||||||||
Volatility |
% | % | % | |||||||||
Discount for lack of marketability |
% | % | % | |||||||||
Risk-free rate |
% | % | % |
Number of Shares |
Weighted- average Grant Date Fair Value (per share) |
Weighted- average Remaining Contractual Term (1) |
||||||||||
Outstanding at December 31, 2018 |
$ | |||||||||||
Granted |
||||||||||||
Vested |
||||||||||||
Forfeited |
||||||||||||
Outstanding at December 31, 2019 |
$ | |||||||||||
Granted |
||||||||||||
Vested |
||||||||||||
Forfeited |
||||||||||||
Outstanding at December 31, 2020 |
$ | |||||||||||
Granted |
||||||||||||
Vested |
( |
) | ||||||||||
Forfeited |
||||||||||||
Outstanding at December 31, 2021 |
$ | |||||||||||
(1) | The weighted-average remaining contractual term is calculated as the sum of the weighted amount of time between the reporting period end and the vest date divided by the sum of the shares that are outstanding, expected to vest or currently exercisable by the end of the reporting period. |
18. |
Years Ended December 31, |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
United States |
$ | $ | $ | |||||||||
Americas (excluding United States) |
||||||||||||
Asia |
||||||||||||
Europe |
||||||||||||
Total revenue |
$ | $ | $ | |||||||||
December 31, 2021 |
December 31, 2020 |
|||||||
United States |
$ | $ | ||||||
Americas (excluding United States) |
||||||||
Asia |
||||||||
Property and equipment, net |
$ | $ | ||||||
19. |
2021 |
2020 |
2019 |
||||||||||
Current tax expense: |
||||||||||||
Federal |
$ | $ | ( |
) | $ | ( |
) | |||||
State |
||||||||||||
Foreign |
||||||||||||
Total current tax expense |
||||||||||||
Deferred tax expense: |
||||||||||||
Federal |
||||||||||||
State |
( |
) | ( |
) | ( |
) | ||||||
Foreign |
( |
) | ( |
) | ( |
) | ||||||
Total deferred tax benefit |
( |
) | ( |
) | ( |
) | ||||||
Provision for income taxes |
$ | $ | $ | |||||||||
2021 |
2020 |
2019 |
||||||||||
Federal statutory tax rate |
% | % | % | |||||||||
State tax, net of federal benefit |
% | % | % | |||||||||
Meals and entertainment |
( |
)% | ( |
)% | ( |
)% | ||||||
Global intangible low-taxed income inclusion |
( |
)% | ( |
)% | ( |
)% | ||||||
Nondeductible stock-based compensation |
( |
)% | ( |
)% | % | |||||||
Nondeductible compensation |
( |
)% | % | % | ||||||||
Transaction costs |
( |
)% | % | % | ||||||||
Prior year provision to return true-up |
% | ( |
)% | ( |
)% | |||||||
Change in valuation allowance |
( |
)% | ( |
)% | ( |
)% | ||||||
Foreign tax differential and permanent items |
( |
)% | ( |
)% | % | |||||||
Other |
( |
)% | ( |
)% | ( |
)% | ||||||
Effective tax rate |
( |
)% | ( |
)% | ( |
)% | ||||||
2021 |
2020 |
|||||||
Deferred tax assets: |
||||||||
Net operating loss carryforward |
$ | $ | ||||||
SPAC Transaction |
||||||||
Compensation accruals |
||||||||
Share based compensation |
||||||||
Foreign tax credits |
||||||||
Bad debt reserve |
||||||||
Interest expense limitation |
||||||||
Lease liability |
||||||||
Other |
||||||||
Total deferred tax assets |
||||||||
Deferred tax liabilities: |
||||||||
Capitalized commissions |
( |
) | ( |
) | ||||
Right-of-use |
( |
) | ( |
) | ||||
Other intangibles amortization |
( |
) | ( |
) | ||||
Other |
( |
) | ( |
) | ||||
Total deferred tax liabilities |
( |
) | ( |
) | ||||
Net deferred tax assets before valuation allowance |
||||||||
Valuation allowance |
( |
) | ( |
) | ||||
Net deferred tax liabilities |
$ | ( |
) | $ | ( |
) | ||
20. |
21. |
Level 1 |
Level 2 |
Level 3 |
Totals |
|||||||||||||
Cash and cash equivalents |
$ | $ | $ | $ | ||||||||||||
Restricted cash |
||||||||||||||||
Marketable securities |
||||||||||||||||
Total assets |
$ | $ | $ | $ | ||||||||||||
Term loan |
$ | $ | $ | $ | ||||||||||||
Finance lease obligations |
||||||||||||||||
Warrant liability—Forward Purchase Warrants |
||||||||||||||||
Total liabilities |
$ | $ | $ | $ | ||||||||||||
Level 1 |
Level 2 |
Level 3 |
Totals |
|||||||||||||
Cash and cash equivalents |
$ | $ | $ | $ | ||||||||||||
Restricted cash |
||||||||||||||||
Total assets |
$ | $ | $ | $ | ||||||||||||
Term loan |
$ | $ | $ | $ | ||||||||||||
Finance lease obligations |
||||||||||||||||
VCIP/OBIP liability |
||||||||||||||||
Total liabilities |
$ | $ | $ | $ | ||||||||||||
December 31, 2021 |
June 18, 2021 (Closing Date) |
|||||||
Stock price |
$ | $ | ||||||
Exercise price |
$ | $ | ||||||
Contractual term |
||||||||
Expected volatility |
% | % | ||||||
Risk-free rate |
% | % | ||||||
Dividend yield |
% | % |
December 31, 2021 |
December 31, 2020 |
|||||||
Balance, beginning of period |
$ | $ | ||||||
VCIP/OBIP liability transferred out of Level 3 |
( |
) | ||||||
Closing-date fair value of warrant liability |
||||||||
Changes in fair value of warrant liability |
( |
) | ||||||
Balance, end of period |
$ | $ | ||||||
22. |
Years Ended December 31, |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
Numerator: |
||||||||||||
Loss attributable to common stockholders—basic and diluted |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
Denominator: |
||||||||||||
Weighted average shares outstanding—basic and diluted |
||||||||||||
Loss per share: |
||||||||||||
Basic and diluted |
$ | ( |
) | $ | ( |
) | $ | ( |
) |
Years Ended December 31, |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
Earn-Out Shares |
||||||||||||
Lock-Up Shares |
||||||||||||
Finders Agreement Shares (1) |
||||||||||||
Warrants to purchase common stock |
||||||||||||
RSUs |
||||||||||||
PSUs |
||||||||||||
Total |
||||||||||||
(1) | Represents |
23. |
24. |
ITEM 13. |
Other Expenses of Issuance and Distribution. |
Amount |
||||
SEC registration fee |
$ | 99,253.32 | ||
Accounting fees and expenses |
15,000 | |||
Legal fees and expenses |
100,000 | |||
Printing fees |
200,000 | |||
Miscellaneous fees and expenses |
35,746.68 | |||
|
|
|||
Total expenses |
$ | 450,000 | ||
|
|
ITEM 14. |
Indemnification of Directors and Officers |
ITEM 15. |
Recent Sales of Unregistered Securities. |
ITEM 16. |
Exhibits and Financial Statement Schedules. |
ITEM 17. |
Undertakings. |
A. | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i) | To include any prospectus required by section 10(a)(3) of the Securities Act; |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement. |
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
B. | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
C. | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
D. | That, for the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
E. | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
* | Previously filed |
** | To be filed by amendment |
# | Schedules and similar attachments to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of such omitted materials to the SEC upon request. |
† | Indicates a management contract or compensatory plan, contract or arrangement. |
LIVEVOX, INC. | ||
By: | /s/ Louis Summe | |
Name: | Louis Summe | |
Title: | President, Chief Executive Officer |
Signature |
Title |
Date | ||
/s/ Louis Summe Louis Summe |
President, Chief Executive Officer and Director (Principal Executive Officer) |
April 21, 2022 | ||
/s/ Gregg Clevenger Gregg Clevenger |
Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) |
April 21, 2022 | ||
* Rishi Chandna |
Director |
April 21, 2022 | ||
* Marcello Pantuliano |
Director |
April 21, 2022 | ||
* Doug Ceto |
Director |
April 21, 2022 | ||
* Bernhard Nann |
Director |
April 21, 2022 | ||
* Stewart Bloom |
Director |
April 21, 2022 | ||
* Robert D. Beyer |
Director |
April 21, 2022 | ||
* Todd M. Purdy |
Director |
April 21, 2022 | ||
* Leslie C.G. Campbell |
Director |
April 21, 2022 | ||
* Susan Morisato |
Director |
April 21, 2022 |
Signature |
Title |
Date | ||
* Kathleen Pai |
Director |
April 21, 2022 |
*By: | /s/ Gregg Clevenger | |
Gregg Clevenger | ||
Attorney-in-Fact |