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EX-32.1 - EX-32.1 - LIFELOCK, INC.lock-ex321_201409306.htm
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EXCEL - IDEA: XBRL DOCUMENT - LIFELOCK, INC.Financial_Report.xls

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

x

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

For the quarterly period ended September 30, 2014

Commission file number: 001-35671

 

LifeLock, Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

56-2508977

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

60 East Rio Salado Parkway, Suite 400

Tempe, Arizona 85281

(Address of principal executive offices and zip code)

(480) 682-5100

(Registrant’s telephone number, including area code)

 

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

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

 

Large accelerated filer

x

Accelerated filer

¨

 

 

 

 

Non-accelerated filer

¨  (Do not check if a smaller reporting company)

Smaller reporting company

¨

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

As of October 31, 2014, there were outstanding 93,595,046 shares of the registrant’s common stock, $0.001 par value.

 

 



EXPLANATORY NOTE

This Quarterly Report on Form 10-Q contains restated unaudited condensed consolidated financial statements and related disclosures for the three and nine month periods ended September 30, 2013. Details are discussed below and in Note 2 to the accompanying unaudited condensed consolidated financial statements.

Restatement Background

On November 5, 2014, the Audit Committee of our Board of Directors (the “Audit Committee”), after discussion with management and Ernst & Young LLP (“EY”), our independent registered public accounting firm, determined that the following financial statements previously filed with the Securities and Exchange Commission (the “SEC”) should no longer be relied upon: (1) the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2013; (2) the unaudited condensed consolidated financial statements included in our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2013, June 30, 2013, and September 30, 2013; and (3) the unaudited condensed consolidated financial statements included our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2014 and June 30, 2014.

In connection with the preparation of our financial statements for the third quarter ended September 30, 2014, we reviewed the calculation of the volatility assumption within the Black-Scholes option pricing model used to compute our share-based compensation expense since our initial public offering in October 2012.  Based on this review, we determined that there was an error in the formula used to calculate the annualized volatility, which resulted in a higher volatility and, accordingly, we materially overstated share-based compensation expense for the impacted periods described above.

As a result of this error, we have restated our unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2013.  This resulted in a decrease in our share-based compensation expense for the three and nine months ended September 30, 2013 of approximately $1.1 million and approximately $2.3 million, respectively, and, accordingly, our net income for the three months ended September 30, 2013 increased by approximately $1.0 million (including an increase in income tax expense for such period of approximately $39 thousand) and our net loss for the nine-months ended September 30, 2013 decreased by approximately $2.2 million (including an increase of income tax expense for such period of approximately $0.1 million).  As share-based compensation expense is a non-cash item, there was no impact to net cash provided by operating activities and there was no impact on our previously reported amounts for adjusted net income, adjusted EBITDA, and free cash flow.  

A detailed discussion of the impact of the error is contained in Note 2 to the notes to our audited consolidated financial statements in Part II, Item 8 of our Amendment No. 1 to the Annual Report on Form 10-K for the year ended December 31, 2013 filed with the SEC concurrently herewith (the “Form 10-K/A”).

Internal Control Consideration

Our management has determined that there was a control deficiency in our internal control over financial reporting that constitutes a material weakness, as discussed in Part I, Item 4 of this Form 10-Q.  A material weakness is a deficiency, or combination of control deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim consolidated financial statements will not be prevented or detected on a timely basis.  For a discussion of management’s consideration of our disclosure controls and procedures and the material weakness identified, see Part I, Item 4 included in this Form 10-Q.

 

 

 

 


 

LIFELOCK, INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTER ENDED SEPTEMBER 30, 2014

TABLE OF CONTENTS

 

 

  

Page

 

 

 

PART I. FINANCIAL INFORMATION

 

 

 

 

 

Item 1. Financial Statements (Unaudited):

 

1

 

Condensed Consolidated Balance Sheets

 

1

 

 

 

Condensed Consolidated Statements of Operations

 

2

 

 

 

Condensed Consolidated Statements of Comprehensive Loss

 

3

 

 

 

Condensed Consolidated Statements of Cash Flows

 

4

 

 

 

Notes to Condensed Consolidated Financial Statements

 

5

 

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

14

 

 

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

30

 

 

 

Item 4. Controls and Procedures

 

30

 

 

 

PART II. OTHER INFORMATION

 

 

 

 

 

Item 1. Legal Proceedings

 

32

 

 

 

Item 1A. Risk Factors

 

33

 

 

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

33

 

 

 

Item 6. Exhibits

 

34

 

 

 

Signatures

 

35

 

 

 

i


 

PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements (Unaudited).

LIFELOCK, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

(unaudited)

 

 

September 30,

2014

 

 

December 31,

2013

(Restated)

 

Assets

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

$

128,629

 

 

$

123,911

 

Marketable securities

 

109,706

 

 

 

48,688

 

Trade and other receivables, net

 

8,863

 

 

 

10,906

 

Deferred tax assets, net

 

13,304

 

 

 

13,117

 

Prepaid expenses and other current assets

 

7,662

 

 

 

6,961

 

Total current assets

 

268,164

 

 

 

203,583

 

Property and equipment, net

 

21,663

 

 

 

16,504

 

Goodwill

 

159,342

 

 

 

159,342

 

Intangible assets, net

 

40,520

 

 

 

47,213

 

Deferred tax assets, net – noncurrent

 

33,148

 

 

 

33,211

 

Other non-current assets

 

5,432

 

 

 

1,812

 

Total assets

$

528,269

 

 

$

461,665

 

Liabilities and stockholders’ equity

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Accounts payable

$

7,532

 

 

$

2,422

 

Accrued expenses and other liabilities

 

46,051

 

 

 

34,926

 

Deferred revenue

 

145,848

 

 

 

119,106

 

Total current liabilities

 

199,431

 

 

 

156,454

 

Other non-current liabilities

 

6,256

 

 

 

4,640

 

Total liabilities

 

205,687

 

 

 

161,094

 

Commitments and contingencies

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

Common stock, $0.001 par value, 300,000,000 authorized at September 30, 2014

     and December 31, 2013; 93,275,288 and 91,441,771 shares issued and outstanding at

     September 30, 2014 and December 31, 2013, respectively

 

93

 

 

 

91

 

Preferred stock, $0.001 par value, 10,000,000 shares authorized and no shares issued

     and outstanding at September 30, 2014 and December 31, 2013, respectively

 

 

 

 

 

Additional paid-in capital

 

488,464

 

 

 

466,046

 

Accumulated other comprehensive loss

 

(84

)

 

 

(18

)

Accumulated deficit

 

(165,891

)

 

 

(165,548

)

Total stockholders’ equity

 

322,582

 

 

 

300,571

 

Total liabilities and stockholders’ equity

$

528,269

 

 

$

461,665

 

 

 

See accompanying notes to condensed consolidated financial statements.

 

 

1


 

LIFELOCK, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

(unaudited)

 

 

For the Three Months Ended

September 30,

 

 

For the Nine Months Ended

September 30,

 

 

2014

 

 

2013

(Restated)

 

 

2014

 

 

2013

(Restated)

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer revenue

$

116,115

 

 

$

88,386

 

 

$

326,448

 

 

$

246,053

 

Enterprise revenue

 

6,916

 

 

 

7,353

 

 

 

19,882

 

 

 

21,300

 

Total revenue

 

123,031

 

 

 

95,739

 

 

 

346,330

 

 

 

267,353

 

Cost of services

 

30,327

 

 

 

24,887

 

 

 

89,675

 

 

 

73,870

 

Gross profit

 

92,704

 

 

 

70,852

 

 

 

256,655

 

 

 

193,483

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales and marketing

 

51,818

 

 

 

40,423

 

 

 

166,710

 

 

 

125,334

 

Technology and development

 

12,341

 

 

 

10,462

 

 

 

37,996

 

 

 

29,564

 

General and administrative

 

16,781

 

 

 

11,265

 

 

 

45,489

 

 

 

30,799

 

Amortization of acquired intangible assets

 

2,231

 

 

 

1,966

 

 

 

6,693

 

 

 

5,898

 

Total costs and expenses

 

83,171

 

 

 

64,116

 

 

 

256,888

 

 

 

191,595

 

Income (loss) from operations

 

9,533

 

 

 

6,736

 

 

 

(233

)

 

 

1,888

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

(89

)

 

 

(82

)

 

 

(264

)

 

 

(228

)

Interest income

 

73

 

 

 

29

 

 

 

189

 

 

 

75

 

Other

 

(134

)

 

 

(7

)

 

 

(151

)

 

 

(11

)

Total other expense

 

(150

)

 

 

(60

)

 

 

(226

)

 

 

(164

)

Income (loss) before provision for income taxes

 

9,383

 

 

 

6,676

 

 

 

(459

)

 

 

1,724

 

Income tax (benefit) expense

 

3,933

 

 

 

210

 

 

 

(116

)

 

 

245

 

Net income (loss)

$

5,450

 

 

$

6,466

 

 

$

(343

)

 

$

1,479

 

Net income (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

$

0.06

 

 

$

0.07

 

 

$

(0.00

)

 

$

0.02

 

Diluted

$

0.06

 

 

$

0.07

 

 

$

(0.00

)

 

$

0.02

 

Weighted-average common shares outstanding used in computing net income (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

92,925

 

 

 

89,318

 

 

 

92,437

 

 

 

87,841

 

Diluted

 

98,524

 

 

 

96,498

 

 

 

92,437

 

 

 

95,412

 

 

 

 

See accompanying notes to condensed consolidated financial statements.

 

 

2


 

LIFELOCK, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

(unaudited)

 

 

For the Three Months Ended

September 30,

 

 

For the Nine Months Ended

September 30,

 

 

2014

 

 

2013

(Restated)

 

 

2014

 

 

2013

(Restated)

 

Net income (loss)

$

5,450

 

 

$

6,466

 

 

$

(343

)

 

$

1,479

 

Other comprehensive loss, net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized loss on marketable securities

 

(78

)

 

 

(43

)

 

 

(66

)

 

 

(43

)

Comprehensive income (loss)

$

5,372

 

 

$

6,423

 

 

$

(409

)

 

$

1,436

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to condensed consolidated financial statements.

 

 

3


 

LIFELOCK, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

 

 

For the Nine Months Ended

September 30,

 

 

2014

 

 

2013

(Restated)

 

Operating activities

 

 

 

 

 

 

 

Net income (loss)

$

(343

)

 

$

1,479

 

Adjustments to reconcile net loss to net cash provided by operating activities:

 

 

 

 

 

 

 

Depreciation and amortization

 

12,259

 

 

 

9,484

 

Share-based compensation

 

13,229

 

 

 

7,933

 

Provision for doubtful accounts

 

333

 

 

 

220

 

Amortization of premiums on marketable securities

 

1,213

 

 

 

18

 

Deferred income tax benefit

 

(124

)

 

 

84

 

Other

 

39

 

 

 

10

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

Trade and other receivables

 

566

 

 

 

(3,698

)

Prepaid expenses and other current assets

 

(701

)

 

 

413

 

Other non-current assets

 

716

 

 

 

380

 

Accounts payable

 

5,282

 

 

 

831

 

Accrued expenses and other liabilities

 

11,303

 

 

 

5,993

 

Deferred revenue

 

26,742

 

 

 

24,939

 

Other non-current liabilities

 

1,617

 

 

 

3,741

 

Net cash provided by operating activities

 

72,131

 

 

 

51,827

 

Investing activities

 

 

 

 

 

 

 

Acquisition of property and equipment

 

(11,127

)

 

 

(5,264

)

Purchases of marketable securities

 

(95,686

)

 

 

(24,247

)

Maturities of marketable securities

 

34,418

 

 

 

 

Purchases of company-owned life insurance policies

 

(4,337

)

 

 

 

Net cash used in investing activities

 

(76,732

)

 

 

(29,511

)

Financing activities

 

 

 

 

 

 

 

Proceeds from share-based compensation plans

 

9,704

 

 

 

11,815

 

Proceeds from warrant exercises

 

375

 

 

 

 

Payments for employee tax withholdings related to restricted stock

 

(760

)

 

 

 

Payments for debt issuance costs

 

 

 

 

(440

)

Net cash provided by financing activities

 

9,319

 

 

 

11,375

 

Net increase in cash and cash equivalents

 

4,718

 

 

 

33,691

 

Cash and cash equivalents at beginning of period

 

123,911

 

 

 

134,197

 

Cash and cash equivalents at end of period

$

128,629

 

 

$

167,888

 

 

 

See accompanying notes to condensed consolidated financial statements.

 

 

4


 

LIFELOCK, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

(unaudited)

1. Description of Business and Basis of Presentation

We provide proactive identity theft protection services to our consumer subscribers, whom we refer to as our members, on an annual or monthly subscription basis. We also provide fraud and risk solutions to our enterprise customers.

We were incorporated in Delaware on April 12, 2005 and are headquartered in Tempe, Arizona. On March 14, 2012, we acquired ID Analytics, Inc. and its wholly owned subsidiary IDA, Inc., collectively, ID Analytics, each of which is incorporated in Delaware.  On December 11, 2013, we acquired Lemon, Inc., or Lemon, which is incorporated in Delaware.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States, or U.S. GAAP, and applicable rules and regulations of the Securities and Exchange Commission, or SEC, regarding interim financial reporting. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in our Form 10-K/A for the fiscal year ended December 31, 2013.

The condensed consolidated balance sheet as of December 31, 2013 included herein was derived from the audited financial statements as of that date, but does not include all disclosures including notes required by U.S. GAAP.

The accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the entire year ending December 31, 2014 or any future period.

Basis of Consolidation

The condensed consolidated financial statements include our accounts and those of our wholly owned subsidiaries. We eliminate all intercompany balances and transactions, including intercompany profits, and unrealized gains and losses in consolidation.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires us to make certain estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. We base our estimates on historical experience, current business factors, and various other assumptions that we believe are necessary to consider in forming a basis for making judgments about the carrying values of assets and liabilities, the recorded amounts of revenue and expenses, and the disclosure of contingent assets and liabilities.

 

2. Summary of Significant Accounting Policies

Restatement

In connection with the preparation of our financial statements for the third quarter ended September 30, 2014, we identified an error in our calculation of the volatility assumption within the Black-Scholes option pricing model used to compute our share-based compensation expense since our initial public offering in October 2012. Based on this review, we determined that there was an error in the formula used to calculate the annualized volatility, which resulted in a higher volatility and, accordingly, we materially overstated share-based compensation expense.

To correct this error, we have restated our unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2013.  The correction of this error resulted in a decrease in our share-based compensation for the three and nine months ended September 30, 2013 by $1,078 and $2,337, respectively, and, accordingly, our net income for the three months ended September 30, 2013 increased by $1,039 (including an increase in income tax expense for such period of approximately $39) and our net loss for the nine months ended September 30, 2013 decreased by $2,234(including an increase of income tax expense for such period of $103).

5


 

In a separate matter, unrelated to the error corrections described above, we have also reflected certain purchase price adjustments to our consolidated balance sheet as of December 31, 2013 related to our acquisition of Lemon, Inc., or Lemon, which we previously disclosed in our Form 10-Q for the quarter ended June 30, 2014. ASC 805-10-25-16 requires that adjustments to provisional amounts of assets and liabilities recognized in a business combination be made as if the accounting for the business combination had been completed at the acquisition date and that the financial statements be revised accordingly.  As such, we recorded a decrease in deferred tax assets, net – non-current and an increase to goodwill, which has been reflected in the December 31, 2013 balances of deferred tax assets, net – non-current and goodwill in the consolidated balance sheet as of December 31, 2013.

The following tables present the effect of the financial statement restatement adjustments on our previously reported condensed consolidated financial statements for the three- and nine-month periods ended September 30, 2013.  

 

Three Months Ended September 30, 2013

 

 

Nine Months Ended September 30, 2013

 

 

As Previously Reported

 

 

Adjustment

 

 

As Restated

 

 

As Previously Reported

 

 

Adjustment

 

 

As Restated

 

Condensed Consolidated Statements of Operations

(in thousands, except per share data)

 

Cost of services

$

24,935

 

 

$

(48

)

 

$

24,887

 

 

$

73,965

 

 

$

(95

)

 

$

73,870

 

Gross profit

 

70,804

 

 

 

48

 

 

 

70,852

 

 

 

193,388

 

 

 

95

 

 

 

193,483

 

Sales and marketing

 

40,609

 

 

 

(186

)

 

 

40,423

 

 

 

125,651

 

 

 

(317

)

 

 

125,334

 

Technology and development

 

10,734

 

 

 

(272

)

 

 

10,462

 

 

 

30,128

 

 

 

(564

)

 

 

29,564

 

General and administrative

 

11,837

 

 

 

(572

)

 

 

11,265

 

 

 

32,160

 

 

 

(1,361

)

 

 

30,799

 

Total costs and expenses

 

65,146

 

 

 

(1,030

)

 

 

64,116

 

 

 

193,837

 

 

 

(2,242

)

 

 

191,595

 

Income (loss) from operations

 

5,658

 

 

 

1,078

 

 

 

6,736

 

 

 

(449

)

 

 

2,337

 

 

 

1,888

 

Income (loss) before provision for income taxes

 

5,598

 

 

 

1,078

 

 

 

6,676

 

 

 

(613

)

 

 

2,337

 

 

 

1,724

 

Income tax expense

 

171

 

 

 

39

 

 

 

210

 

 

 

142

 

 

 

103

 

 

 

245

 

Net income (loss)

 

5,427

 

 

 

1,039

 

 

 

6,466

 

 

 

(755

)

 

 

2,234

 

 

 

1,479

 

Basic earnings per share

$

0.06

 

 

$

0.01

 

 

$

0.07

 

 

$

(0.01

)

 

$

0.03

 

 

$

0.02

 

Diluted earnings per share

$

0.06

 

 

$

0.01

 

 

$

0.07

 

 

$

(0.01

)

 

$

0.03

 

 

$

0.02

 

 

 

Nine Months Ended September 30, 2013

 

 

As Previously Reported

 

 

Adjustment

 

 

As Restated

 

Condensed Consolidated Statements of Cash Flows:

(in thousands)

 

Net income (loss)

$

(755

)

 

$

2,234

 

 

$

1,479

 

Share-based compensation

 

10,270

 

 

 

(2,337

)

 

 

7,933

 

Deferred income tax benefit

 

(19

)

 

 

103

 

 

 

84

 

As the adjustment to correct the error in share-based compensation expense was a non-cash transaction, there was no impact on cash flows provided by or used in operating activities, investing activities, or financing activities.

Significant Accounting Policies

There have been no material changes to our significant accounting policies as compared to the significant accounting policies described in our Form 10-K/A for the fiscal year ended December 31, 2013.

Company-Owned Life Insurance

We hold whole life insurance on certain members of our executive management team, or the Company-Owned Life Insurance, pursuant to which we are protected against the loss of talent, expertise, and knowledge of those certain executives.  The policies for the Company-Owned Life Insurance have an Exchange to Term Insurance Endorsement that permits us, during the first five years of the policies, to exchange the policy to which the endorsement is attached for an annually renewable convertible term policy for the insured.  As such, for the first five years of the policies, the fair values of such policies represent the Exchange Credit Value.  Fair values of the Company-Owned Life Insurance are included in other non-current assets in the condensed consolidated balance sheets.  Changes in the Exchange Credit Value are included in other income (expense) in the condensed consolidated statements of operations.

6


 

Recently Issued Accounting Standards

In April 2014, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update (ASU) No. 2014-08, Reporting Discontinued Operations and Disclosures of Components of an Entity, which changes the criteria for determining which disposals can be presented as discontinued operations and modifies related disclosure requirements.  The updated guidance defines discontinued operations as a disposal of a component or group of components that is disposed of or is classified as held for sale and represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results and expands the disclosure requirements for discontinued operations and adds new disclosures for individually significant dispositions that do not qualify as discontinued operations.  ASU No. 2014-08 is effective for fiscal years, and interim reporting periods within those years, beginning after December 15, 2014.  ASU No. 2014-08 would be applied to any future applicable transaction.

In May 2014, the FASB issued ASU 2014-09, which provides guidance for revenue recognition. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under today’s guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price, and allocating the transaction price to each separate performance obligation. This guidance will be effective for us in the first quarter of our fiscal year ending December 31, 2017. Early adoption is not permitted. We are currently in the process of evaluating the impact of the adoption of this ASU on our consolidated financial statements.

In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.  The standard explicitly requires management to assess an entity’s ability to continue as a going concern every reporting period, including interim periods, and to provide related footnote disclosures in certain circumstances.  ASU 2014-15 is effective for the annual period ending after December 15, 2016, and for interim periods thereafter, with early adoption permitted.  We do not expect the adoption of ASU 2014-15 to have a significant impact on our consolidated financial statements.

3. Business Combinations

Acquisition of Lemon

On December 11, 2013, we acquired Lemon, a mobile wallet innovator. In connection with this acquisition, we launched our new LifeLock mobile application. The aggregate purchase price consisted of approximately $42,369 of cash paid at the closing (net of cash acquired of $3,315).  We allocated the total purchase consideration to the assets acquired and liabilities assumed at their estimated fair values as of the date of acquisition, as determined by management, and, with respect to identifiable intangible assets, by management with the assistance of a valuation provided by a third-party valuation firm. We recorded the excess of the purchase price over the amounts allocated to assets acquired and liabilities assumed as goodwill in our consumer segment.  

We accounted for this acquisition using the acquisition method in accordance with Accounting Standards Codification, or ASC, 805, Business Combinations. Accordingly, we allocated the purchase price of the acquired assets and liabilities based on their estimated fair values as of the acquisition date as summarized in the following table:

Net assets assumed

 

$

3,184

 

Deferred tax assets, net – noncurrent

 

 

8,706

 

Intangible assets acquired

 

 

3,880

 

Goodwill

 

 

29,914

 

Total purchase price consideration

 

$

45,684

 

 

4. Marketable Securities

The following is a summary of marketable securities designated as available-for-sale as of September 30, 2014:

 

 

 

 

 

Gross

 

 

Gross

 

 

 

 

 

 

Amortized

 

 

Unrealized

 

 

Unrealized

 

 

Estimated

 

 

Cost

 

 

Gains

 

 

Losses

 

 

Fair Value

 

Corporate bonds

$

97,327

 

 

$

1

 

 

$

(93

)

 

$

97,235

 

Municipal bonds

 

12,223

 

 

 

2

 

 

 

(4

)

 

 

12,221

 

Certificates of deposit

 

250

 

 

 

 

 

 

 

 

 

250

 

Total marketable securities

$

109,800

 

 

$

3

 

 

$

(97

)

 

$

109,706

 

7


 

 

All marketable securities are classified as current regardless of contractual maturity dates because we consider such investments to represent cash available for current operations.  

As of September 30, 2014, we did not conclude that any of our marketable securities were other-than-temporarily impaired. When evaluating our marketable securities for other-than-temporary impairment, we review factors such as the length of time and extent to which fair value has been below its cost basis, the financial condition of the issuer, our ability and intent to hold the security, and whether it is more likely than not that we will be required to sell the investment before recovery of its cost basis.

The following is a summary of amortized cost and estimated fair value of marketable securities as of September 30, 2014, by maturity:

 

 

 

 

 

Gross

 

 

Gross

 

 

 

 

 

 

Amortized

 

 

Unrealized

 

 

Unrealized

 

 

Estimated

 

 

Cost

 

 

Gains

 

 

Losses

 

 

Fair Value

 

Due in one year or less

$

109,518

 

 

$

3

 

 

$

(97

)

 

$

109,424

 

Due after one year

 

282

 

 

 

 

 

 

 

 

 

282

 

Total marketable securities

$

109,800

 

 

$

3

 

 

$

(97

)

 

$

109,706

 

 

The following is a summary of marketable securities designated as available-for-sale as of December 31, 2013:

 

 

 

 

 

Gross

 

 

Gross

 

 

 

 

 

 

Amortized

 

 

Unrealized

 

 

Unrealized

 

 

Estimated

 

 

Cost

 

 

Gains

 

 

Losses

 

 

Fair Value

 

Corporate bonds

$

37,399

 

 

$

1

 

 

$

(29

)

 

$

37,371

 

Municipal bonds

 

10,820

 

 

 

2

 

 

 

(3

)

 

 

10,819

 

Certificates of deposit

 

498

 

 

 

 

 

 

 

 

 

498

 

Total marketable securities

$

48,717

 

 

$

3

 

 

$

(32

)

 

$

48,688

 

The following is a summary of amortized cost and estimated fair value of marketable securities as of December 31, 2013, by maturity:

 

 

 

 

 

Gross

 

 

Gross

 

 

 

 

 

 

Amortized

 

 

Unrealized

 

 

Unrealized

 

 

Estimated

 

 

Cost

 

 

Gains

 

 

Losses

 

 

Fair Value

 

Due in one year or less

$

47,398

 

 

$

3

 

 

$

(32

)

 

$

47,369

 

Due after one year

 

1,319

 

 

 

 

 

 

 

 

 

1,319

 

Total marketable securities

$

48,717

 

 

$

3

 

 

$

(32

)

 

$

48,688

 

 

5. Stockholders’ Equity

Share-Based Compensation

We issue share-based awards to our employees in the form of stock options, restricted stock units, and restricted stock. We also have an Employee Stock Purchase Plan, or ESPP. The following table summarizes the components of share-based compensation expense included in our condensed consolidated statements of operations for the three- and nine-month periods ended September 30:

 

 

For the Three Months Ended

September 30,

 

 

For the Nine Months Ended

September 30,

 

 

2014

 

 

2013

(Restated)

 

 

2014

 

 

2013

(Restated)

 

 

(in thousands)

 

 

(in thousands)

 

Cost of services

$

334

 

 

$

162

 

 

$

910

 

 

$

527

 

Sales and marketing

 

761

 

 

 

387

 

 

 

2,235

 

 

 

975

 

Technology and development

 

867

 

 

 

782

 

 

 

3,766

 

 

 

1,829

 

General and administrative

 

2,340

 

 

 

1,600

 

 

 

6,318

 

 

 

4,602

 

Total share-based compensation

$

4,302

 

 

$

2,931

 

 

$

13,229

 

 

$

7,933

 

 

8


 

Unrecognized share-based compensation expenses totaled $49,760 as of September 30, 2014, which we expect to recognize over a weighted-average time period of 3.1 years.

Stock Warrants

As of September 30, 2014, we had the following warrants to purchase common stock outstanding:

 

Expiration Date

  

Shares

 

  

Exercise
Price

 

December 19, 2014

  

 

83,333

  

  

4.50

  

October 3, 2016

  

 

2,334,044

  

  

 

0.70

  

 

6. Fair Value Measurements

As of September 30, 2014 and December 31, 2013, the fair value of our financial assets was as follows:

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

September 30, 2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial paper (1)

$

 

 

$

54,370

 

 

$

 

 

$

54,370

 

Money market funds (1)

 

20,455

 

 

 

 

 

 

 

 

 

20,455

 

Corporate bonds (2)

 

 

 

 

97,235

 

 

 

 

 

 

97,235

 

Municipal bonds (2)

 

 

 

 

12,221

 

 

 

 

 

 

12,221

 

Certificates of deposit (2)

 

 

 

 

250

 

 

 

 

 

 

250

 

Total assets measured at fair value

$

20,455

 

 

$

164,076

 

 

$

 

 

$

184,531

 

December 31, 2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial paper (1)

$

 

 

$

45,110

 

 

$

 

 

$

45,110

 

Money market funds (1)

 

911

 

 

 

 

 

 

 

 

 

911

 

Corporate bonds (2)

 

 

 

 

37,371

 

 

 

 

 

 

37,371

 

Municipal bonds (2)

 

 

 

 

10,819

 

 

 

 

 

 

10,819

 

Certificates of deposit (2)

 

 

 

 

498

 

 

 

 

 

 

498

 

Total assets measured at fair value

$

911

 

 

$

93,798

 

 

$

 

 

$

94,709

 

(1)

Classified in cash and cash equivalents.

(2)

Classified in marketable securities.

The fair values of our cash equivalents and available-for-sale securities included in the Level 1 and Level 2 categories are obtained from an independent pricing service, which uses a model driven valuation technique using observable market data or inputs corroborated by observable market data.

9


 

7. Net Income (Loss) Per Share

The following table sets forth the computation of basic and diluted net income (loss) per share for the three- and nine-month periods ended September 30:

 

For the Three Months Ended

September 30,

 

 

For the Nine Months Ended

September 30,

 

 

2014

 

 

2013

(Restated)

 

 

2014

 

 

2013

(Restated)

 

Net income (loss)

$

5,450

 

 

$

6,466

 

 

$

(343

)

 

$

1,479

 

Denominator (basic):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding

 

92,924,516

 

 

 

89,318,125

 

 

 

92,436,628

 

 

 

87,841,146

 

Denominator (diluted):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding

 

92,924,516

 

 

 

89,318,125

 

 

 

92,436,628

 

 

 

87,841,146

 

Dilutive stock options outstanding

 

3,136,115

 

 

 

4,730,268

 

 

 

 

 

 

5,180,967

 

Dilutive restricted stock units and awards

 

152,357

 

 

 

126,563

 

 

 

 

 

 

89,053

 

Dilutive common equivalents from stock warrants

 

2,304,931

 

 

 

2,310,137

 

 

 

 

 

 

2,300,773

 

Dilutive shares purchased under ESPP

 

6,115

 

 

 

13,249

 

 

 

 

 

 

 

Weighted average common shares outstanding

 

98,524,034

 

 

 

96,498,342

 

 

 

92,436,628

 

 

 

95,411,939

 

Net income (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

$

0.06

 

 

$

0.07

 

 

$

(0.00

)

 

$

0.02

 

Diluted

$

0.06

 

 

$

0.07

 

 

$

(0.00

)

 

$

0.02

 

For the nine-month periods ended September 30, 2014, potentially dilutive securities are not included in the calculation of diluted loss per share as their impact would be anti-dilutive. The following were excluded from the computation of diluted net loss per share for the nine-month period ended September 30, 2014:

Stock options outstanding

 

3,820,281

 

Restricted stock units and awards

 

254,981

 

Common equivalent shares from stock warrants

 

2,340,061

 

Shares purchased under ESPP

 

13,088

 

Total anti-dilutive shares

 

6,428,411

 

 

There were no potentially dilutive securities excluded from the calculation of diluted net income per share for the three-month periods ended September 30, 2014 and 2013, and the nine-month period ended September 30, 2013.

8. Segment Reporting

We operate our business and review and assess our operating performance using two reportable segments: our consumer segment and our enterprise segment. In our consumer segment, we offer proactive identity theft protection services to our members on an annual or monthly subscription basis. In our enterprise segment, we offer fraud and risk solutions to our enterprise customers.

Financial information about our segments during the three-month period ended September 30, 2014 and as of September 30, 2014 was as follows:

 

Consumer

 

 

Enterprise

 

 

Eliminations

 

 

Total

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

External customers

$

116,115

 

 

$

6,916

 

 

$

 

 

$

123,031

 

Intersegment revenue

 

 

 

 

1,718

 

 

 

(1,718

)

 

 

 

Income (loss) from operations

 

12,703

 

 

 

(3,170

)

 

 

 

 

 

9,533

 

Goodwill

 

99,805

 

 

 

59,537

 

 

 

 

 

 

159,342

 

Total assets

 

422,080

 

 

 

106,767

 

 

 

(578

)

 

 

528,269

 

 

Income (loss) from operations in our consumer and enterprise segments for the three-month period ended September 30, 2014 includes amortization of acquired intangible assets of $265 and $1,966, respectively.

10


 

Financial information about our segments during the nine-month period ended September 30, 2014 was as follows:

 

Consumer

 

 

Enterprise

 

 

Eliminations

 

 

Total

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

External customers

$

326,448

 

 

$

19,882

 

 

$

 

 

$

346,330

 

Intersegment revenue

 

 

 

 

4,868

 

 

 

(4,868

)

 

 

 

Income (loss) from operations

 

11,292

 

 

 

(11,525

)

 

 

 

 

 

(233

)

 

Income (loss) from operations in our consumer and enterprise segments for the nine-month period ended September 30, 2014 includes amortization of acquired intangible assets of $795 and $5,898, respectively.

Financial information about our segments during the three-month period ended September 30, 2013 and as of December 31, 2013 was as follows (restated):

 

Consumer

 

 

Enterprise

 

 

Eliminations

 

 

Total

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

External customers

$

88,386

 

 

$

7,353

 

 

$

 

 

$

95,739

 

Intersegment revenue

 

 

 

 

1,357

 

 

 

(1,357

)

 

 

 

Income (loss) from operations

 

9,340

 

 

 

(2,604

)

 

 

 

 

 

6,736

 

Goodwill

 

99,805

 

 

 

59,537

 

 

 

 

 

 

159,342

 

Total assets

 

348,000

 

 

 

114,146

 

 

 

(481

)

 

 

461,665

 

 

Loss from operations in our enterprise segment for the three-month period ended September 30, 2013 includes amortization of acquired intangible assets of $1,966.

Financial information about our segments during the nine-month period ended September 30, 2013 was as follows (restated):

 

Consumer

 

 

Enterprise

 

 

Eliminations

 

 

Total

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

External customers

$

246,053

 

 

$

21,300

 

 

$

 

 

$

267,353

 

Intersegment revenue

 

 

 

 

3,901

 

 

 

(3,901

)

 

 

 

Income (loss) from operations

 

10,544

 

 

 

(8,656

)

 

 

 

 

 

1,888

 

 

Loss from operations in our enterprise segment for the nine-month period ended September 30, 2013 includes amortization of acquired intangible assets of $5,898.

We had no amortization of acquired intangible assets within our consumer segment for the three- and nine-month periods ended September 30, 2013, as our consumer segment did not have acquired intangible assets until our purchase of Lemon in December 2013.

We allocated goodwill between our segments by estimating the expected synergies to each segment.

We derive all of our revenue from sales in the United States, and substantially all of our long-lived assets are located in the United States.

9. Income Taxes

Income taxes for the interim periods presented have been included in the accompanying condensed consolidated financial statements on the basis of an estimated annual effective tax rate.  Based on an estimated annual effective tax rate and discrete items, the estimated income tax expense (benefit) from operations for the three- and nine-month periods ended September 30, 2014 was approximately $3,933 and $(116), respectively.  For the three- and nine-month periods ended September 30, 2013, the estimated income tax benefit from operations was $210 (restated) and $245 (restated), respectively.  The determination of the interim period income tax provision utilizes the effective tax rate method, which requires us to estimate certain annualized components of the calculation of the income tax provision, including the annual effective tax rate by entity and jurisdiction.

11


 

10. Contingencies

As part of our consumer services, we offer 24x7x365 member service support. If a member’s identity has been compromised, our member service team and remediation specialists will assist the member until the issue has been resolved. This includes our $1 million service guarantee, which is backed by an identity theft insurance policy, under which we will spend up to $1 million to cover certain third-party costs and expenses incurred in connection with the remediation, such as legal and investigatory fees. This insurance also covers certain out-of-pocket expenses, such as loss of income, replacement of fraudulent withdrawals, and costs associated with child and elderly care, travel, stolen purse/wallet, and replacement of documents. While we have reimbursed members for claims under this guarantee, the amounts in aggregate for the three- and nine-month periods ended September 30, 2014 and 2013 were not material.

On September 25, 2012, Denise Richardson filed a complaint against our company and Todd Davis in the United States District Court for the Southern District of Florida. Ms. Richardson claims that she was improperly classified as an independent contractor instead of an employee and that we breached the terms of an alleged employment agreement. Ms. Richardson claims she is entitled to equitable relief, compensatory damages, liquidated damages, statutory penalties, punitive damages, interest, costs, and attorneys’ fees. On March 31, 2014, our motion to dismiss was granted in part and denied in part with the court dismissing nine of the ten counts that were subject to the motion to dismiss, including the single count against Mr. Davis.  On April 23, 2014, Ms. Richardson filed an amended complaint against our company and Mr. Davis again claiming that she was improperly classified as an independent contractor instead of an employee and that we breached the terms of an alleged employment agreement. Ms. Richardson claims she is entitled to equitable relief, compensatory damages, liquidated damages, statutory penalties, punitive damages, interest, costs, and attorneys’ fees.  On April 29, 2014, Mr. Davis and we filed a motion to dismiss all but one of the counts in such amended complaint.     On June 11, 2014, Ms. Richardson filed a Notice of Voluntary Dismissal by which she voluntarily dismissed her ERISA claims against us, as well as her only claim against Mr. Davis. As to the remaining claims, the court denied our motion to dismiss on Sept. 23, 2014 and we answered the amended complaint on October 14, 2014. In addition, the court has entered a scheduling order setting forth certain applicable deadlines for the case including the completion of all discovery by June 19, 2015 and the filing of dispositive motions by July 31, 2015.  A status conference is scheduled in the case for July 17, 2015.

           On March 3, 2014, Dawn B. Bien, representing herself and seeking to represent a class of persons who acquired our securities from February 26, 2013 to February 19, 2014, inclusive, filed a complaint in United States District Court for the District of Arizona alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, against us, Todd Davis, and Chris Power.  We refer to this complaint as the Bien Complaint.  The Bien Complaint sought certification as a class action, compensatory damages, and attorneys’ fees and costs. On March 10, 2014, Joseph F. Scesny  also filed a class action complaint in the same court against the same parties that made substantively similar allegations and requested substantially similar relief as the Bien Complaint.  We refer to this complaint as the Scesny Complaint.  On June 16, 2014, the court consolidated the Scesny Complaint and the Bien Complaint into a single action captioned In re LifeLock, Inc. Securities Litigation.  The court also appointed a lead plaintiff and lead counsel.  On August 15, 2014, the lead plaintiff filed a Consolidated Amended Class Action Complaint against us, Mr. Davis, Mr. Power, and Hilary Schneider, or the Consolidated Amended Complaint, seeking to represent a class of persons who acquired our securities from February 26, 2013 to May 16, 2014, inclusive, or the  Class Period.  The Consolidated Amended Complaint alleges that we, along with Ms. Schneider and Messrs. Davis and Power, violated Sections 10(b) and 20(a) of the Exchange Act, by making materially false or misleading statements, or failing to disclose material facts regarding certain of our business, operational, and compliance policies, including with regard to certain of our services, our data security program, and our and Mr. Davis’ compliance with the Stipulated Final Judgment and Order for Permanent Injunction and Other Equitable Relief, entered into in March 2010 with the Federal Trade Commission, or the FTC Order, wherein we settled the allegations of the Federal Trade Commission, or the FTC, challenging certain of our advertising and marketing practices.   The Consolidated Amended Complaint alleges that, as a result, certain public statements made by Ms. Schneider and Messrs. Davis and Power during the Class Period, and certain of our financial statements issued during the Class Period, were false and misleading.  The Consolidated Amended Complaint seeks certification as a class action, compensatory damages, and attorneys’ fees and costs.  On September 15, 2014, we, along with Ms. Schneider and Messrs. Davis and Power, filed a motion to dismiss the Consolidated Amended Complaint.   Pursuant to the court’s order of September 17, 2014, a hearing on our motion to dismiss will be held on December 1, 2014.  On October 15, 2014, the lead plaintiff filed a Memorandum In Opposition to our motion to dismiss.         

On March 13, 2014, we received a request from the FTC for documents and information related to our compliance with the FTC Order.   Prior to our receipt of the FTC’s request, we met with FTC Staff on January 17, 2014, at our request, to discuss issues regarding allegations that have been asserted in a whistleblower claim against us relating to our compliance with the FTC Order.  On October 29, 2014, we completed our responses to the FTC’s March 13, 2014 request for information along with the FTC’s subsequent requests for clarification regarding certain information that we previously submitted.  The FTC may request additional information or clarification on the information submitted or may request that we discuss with the FTC the issues relating thereto.

On March 20, 2014, Michael D. Peters filed a complaint in United States District Court for the District of Arizona against our company, Kim Jones, and Cristy Schaan.  Mr. Jones is not affiliated with us.  Ms. Schaan is our Chief Information Security

12


 

Officer.  In his complaint, Mr. Peters alleges that we violated the whistleblower protection provisions of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, and the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, by terminating Mr. Peters’ employment as a result of alleged disclosures that he made to us, and that Ms. Schaan defamed Mr. Peters.  Mr. Peters seeks from us two times his back pay, two times the value of certain stock options and bonus, moving expenses, damages for emotional harm and anxiety, damages for harm to reputation, litigation costs including attorneys’ fees, and interest, and sought from Ms. Schaan actual damages, punitive damages, and interest.  On April 21, 2014, we filed an answer, affirmative defenses, and counterclaims, answering Mr. Peters’ claim under the Sarbanes-Oxley Act and asserting counterclaims against Mr. Peters for fraud, negligent misrepresentation, breach of contract, and unjust enrichment, based on our allegations that we were induced to hire Mr. Peters by his false statements and misrepresentations regarding his employment history and seeking to recover actual and consequential damages, punitive damages, attorneys’ fees, and the $15 signing bonus paid to Mr. Peters.  Mr. Peters answered our counterclaims on May 7, 2014.  On April 21, 2014, we also filed a motion to dismiss Mr. Peters’ claim under the Dodd-Frank Act.  On April 25, 2014, Ms. Schaan filed a motion to dismiss Mr. Peters’ claim against her.  On June 2, 2014, Mr. Peters filed a motion for judgment on the pleadings directed to our unjust enrichment counterclaim, one of the four counterclaims we brought against Mr. Peters.   The court ruled on all of the pending motions on September 19, 2014.  Ms. Schaan’s motion to dismiss the defamation claim against her was granted and she was dismissed from the case. Our motion and the motion filed by Mr. Peters were denied. In addition, Mr. Peters dismissed his claim against Mr. Jones pursuant to a settlement. On October 3, 2014, we filed an amended answer responding to both of the claims Mr. Peters asserted against us. The parties must submit a proposed Case Management Plan and proposed Scheduling Order by January 5, 2015 and a scheduling conference is scheduled for January 13, 2015.

We are subject to other legal proceedings and claims that have arisen in the ordinary course of business. Although there can be no assurance as to the ultimate disposition of these matters and the proceedings disclosed above, we believe, based upon the information available at this time, that a material adverse outcome related to these matters is neither probable nor estimable.

11. Subsequent Events

In October 2014, the remaining warrants to purchase 83,333 shares of common stock expiring on December 19, 2014 were exercised, resulting in a net settlement of 58,428 shares.

 

 

 

13


 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

You should read the following discussion of our financial condition and results of operations in conjunction with the condensed consolidated financial statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q and with our audited consolidated financial statements included in our Form 10-K/A for the fiscal year ended December 31, 2013. This Quarterly Report on Form 10-Q contains “forward-looking statements” that involve substantial risks and uncertainties. The statements contained in this Quarterly Report on Form 10-Q that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Exchange Act, including, but not limited to, statements regarding our expectations, beliefs, intentions, strategies, future operations, future financial position, future revenue, projected expenses, and plans and objectives of management. In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “project,” “will,” “would,” “should,” “could,” “can,” “predict,” “potential,” “continue,” “objective,” or the negative of these terms, and similar expressions intended to identify forward-looking statements. However, not all forward-looking statements contain these identifying words. These forward-looking statements reflect our current views about future events and involve known risks, uncertainties, and other factors that may cause our actual results, levels of activity, performance, or achievement to be materially different from those expressed or implied by the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified below, and those discussed in the section titled “Risk Factors” included in this Quarterly Report on Form 10-Q, our Form 10-K/A, and our Quarterly Report on Form 10-Q/A for the fiscal quarter ended June 30, 2014. Furthermore, such forward-looking statements speak only as of the date on which they are made. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements.

Restatement

As discussed in the Explanatory Note to this Form 10-Q and in Note 2 to the accompanying unaudited condensed consolidated financial statements, we are restating our unaudited condensed consolidated financial statements for the three- and nine-month periods ended September 30, 2013.  The following discussion and analysis of our financial condition and results of operations incorporates the restated amounts.

Overview

We are a leading provider of proactive identity theft protection services for consumers and consumer risk management services for enterprises. We protect our members by constantly monitoring identity-related events, such as new account openings and credit-related applications. If we detect that a member’s personally identifiable information is being used, we offer notifications and alerts, including proactive, near real-time, actionable alerts that provide our members peace of mind that we are monitoring use of their identity and allow our members to confirm valid or unauthorized identity use. If a member confirms that the use of his or her identity is unauthorized, we can proactively take actions designed to protect the member’s identity. We also provide remediation services to our members in the event that an identity theft actually occurs. We protect our enterprise customers by delivering on-demand identity risk and authentication information about consumers. Our enterprise customers utilize this information in real time to make decisions about opening or modifying accounts and providing products, services, or credit to consumers to reduce financial losses from identity fraud.

The foundation of our differentiated services is the LifeLock ecosystem. This ecosystem combines large data repositories of personally identifiable information and consumer transactions, proprietary predictive analytics, and a highly scalable technology platform. Our members and enterprise customers enhance our ecosystem by continually contributing to the identity and transaction data in our repositories. We apply predictive analytics to the data in our repositories to provide our members and enterprise customers actionable intelligence that helps protect against identity theft and identity fraud. As a result of our combination of scale, reach, and technology, we believe that we have the most proactive and comprehensive identity theft protection services available, as well as the most recognized brand in the identity theft protection services industry.

On December 11, 2013, we acquired mobile wallet innovator Lemon for approximately $42.4 million in cash and launched our new LifeLock Wallet mobile application. On May 16, 2014, we announced that we had determined that certain aspects of the LifeLock Wallet mobile application were not fully compliant with applicable payment card industry (PCI) security standards. As a result, we temporarily suspended the LifeLock Wallet mobile application, and deleted the affected data from our servers, until we can operate the LifeLock Wallet mobile application in accordance with those standards. We have no indication that the data included in the LifeLock Wallet mobile application servers was compromised. The LifeLock Wallet mobile application storage processes are separate and independent from LifeLock’s core identity theft protection services business, including the enrollment and related credit card storage processes used in our services. As such, we do not believe the suspension of the LifeLock Wallet mobile application impacted in any manner the core functionality or utility of the identity theft protection services we provide to our members.  Those aspects of the LifeLock Wallet mobile application previously identified by us as not meeting applicable PCI security standards have now been confirmed as meeting applicable PCI security standards. On October 29, 2014, we relaunched our LifeLock Wallet mobile

14


 

application. The LifeLock Wallet mobile application allows consumers to replicate and store a digital copy of their personal wallet contents on their smart device for records backup, as well as mobile use of items such as credit, identification, ATM, insurance, and loyalty cards. The LifeLock Wallet mobile application also offers our members one-touch access to our identity theft protection services.

We derive the substantial majority of our revenue from member subscription fees. We also derive revenue from transaction fees from our enterprise customers.

At the end of July 2014, we announced the launch of our LifeLock Standard, LifeLock Advantage, and LifeLock Ultimate Plus services.  We will also continue to offer our LifeLock Junior services and, on a limited basis and for a limited time in connection with certain of our partnerships, our basic LifeLock, LifeLock Command Center, and LifeLock Ultimate services.  We will continue to provide services to our existing members currently enrolled in our basic LifeLock, LifeLock Command Center, and LifeLock Ultimate services. Our consumer services are offered on a monthly or annual subscription basis. Our average revenue per member is lower than our retail list prices due to wholesale or bulk pricing that we offer to strategic partners in our embedded product, employee benefits, and breach distribution channels to drive our membership growth. In our embedded product channel, our strategic partners embed our consumer services into their products and services and pay us on behalf of their customers; in our employee benefit channel, our strategic partners offer our consumer services as a voluntary benefit as part of their employee benefit enrollment process; and in our breach channel, enterprises that have experienced a data breach pay us a fee to provide our services to the victims of the data breach. We also offer special discounts and promotions from time to time to incentivize prospective members to enroll in one of our consumer services. Our members pay us the full subscription fee at the beginning of each subscription period, in most cases by authorizing us to directly charge their credit or debit cards. We initially record the subscription fee as deferred revenue and then recognize it ratably on a daily basis over the subscription period. The prepaid subscription fees enhance our visibility of revenue and allow us to collect cash prior to paying our fulfillment partners.

Our enterprise customers pay us based on their monthly volume of transactions with us, with approximately 30% of our enterprise customers committed to monthly transaction minimums. We recognize revenue at the end of each month based on transaction volume for that month and bill our enterprise customers at the conclusion of each month.

We have historically invested significantly in new member acquisition and expect to continue to do so for the foreseeable future. Our largest operating expense is advertising for member acquisition, which we record as a sales and marketing expense. This is comprised of radio, television, and print advertisements; direct mail campaigns; online display advertising; paid search and search-engine optimization; third-party endorsements; and education programs. We also pay internal and external sales commissions, which we record as a sales and marketing expense. In general, increases in revenue and cumulative ending members occur during and after periods of significant and effective direct retail marketing efforts.

Our revenue grew from $95.7 million for the three-month period ended September 30, 2013 to $123.0 million for the three-month period ended September 30, 2014, an increase of 29%, including year-over-year growth within our consumer segment of 31%. We generated income from operations of $9.5 million and net income of $5.5 million for the three-month period ended September 30, 2014.

Our revenue grew from $267.4 million for the nine-month period ended September 30, 2013 to $346.3 million for the nine-month period ended September 30, 2014, an increase of 30%, including year-over-year growth within our consumer segment of 33%. We generated a loss from operations of $0.2 million and a net loss of $0.3 million for the nine-month period ended September 30, 2014.

Our Business Model

We operate our business and review and assess our operating performance using two reportable segments: our consumer segment and our enterprise segment. We review and assess our operating performance using segment revenue, income (loss) from operations, and total assets. These performance measures include the allocation of operating expenses to our reportable segments based on management’s specific identification of costs associated to those segments.

Consumer Services

We evaluate the lifetime value of a member relationship over its anticipated lifecycle. While we generally incur member acquisition costs in advance of or at the time of the acquisition of the member, we recognize revenue ratably over the subscription period. As a result, a member relationship is not profitable at the beginning of the subscription period even though it is likely to have value to us over the lifetime of the member relationship.

15


 

When a member’s subscription automatically renews in each successive period, the relative value of that member increases because we do not incur significant incremental acquisition costs. We also benefit from decreasing fulfillment and member support costs related to that member, as well as economies of scale in our capital and operating and other support expenditures.

Enterprise Services

In our enterprise business, the majority of our costs relate to personnel primarily responsible for data analytics, data management, software development, sales and operations, and various support functions. We incur minimal third-party data expenses, as our enterprise customers typically provide us with their customer transaction data as part of our service. New customer acquisition is often a lengthy process requiring significant investment in the sales team, including costs related to detailed retrospective data analysis to demonstrate the return on investment to prospective customers had our services been deployed over a specific period of time. Since most of the expenses in our enterprise business are fixed in nature, as we add new enterprise customers, there are typically modest incremental costs resulting in additional economies of scale.

Key Metrics

We regularly review a number of operating and financial metrics to evaluate our business, determine the allocation of our resources, measure the effectiveness of our sales and marketing efforts, make corporate strategy decisions, and assess operational efficiencies.

Key Operating Metrics

The following table summarizes our key operating metrics for the three- and nine-month periods ended September 30:

 

For the Three Months Ended

September 30,

 

 

For the Nine Months Ended

September 30,

 

 

2014

 

 

2013

 

 

2014

 

 

2013

 

 

(in thousands, except percentages

and per member data)

 

 

(in thousands, except percentages

and per member data)

 

 

(Unaudited)

 

 

(Unaudited)

 

Cumulative ending members

 

3,524

 

 

 

2,864

 

 

 

3,524

 

 

 

2,864

 

Gross new members

 

264

 

 

 

218

 

 

 

912

 

 

 

698

 

Member retention rate

 

87.5

%

 

 

87.6

%

 

 

87.5

%

 

 

87.6

%

Average cost of acquisition per member (restated as to 2013)

$

184

 

 

$

172

 

 

$

173

 

 

$

167

 

Monthly average revenue per member

$

11.22

 

 

$

10.48

 

 

$

11.02

 

 

$

10.17

 

Enterprise transactions

 

66,104

 

 

 

53,042

 

 

 

173,360

 

 

 

159,850

 

16


 

Cumulative ending members. We calculate cumulative ending members as the total number of members at the end of the relevant period. The majority of our members are paying subscribers who have enrolled in our consumer services directly with us on a monthly or annual basis. Our remaining members receive our consumer services through third-party enterprises that pay us directly, often as a result of a breach within the enterprise or by embedding our service within a broader third-party offering or as a benefit to their employees. We monitor cumulative ending members because it provides an indication of the revenue and expenses that we expect to recognize in the future.

As of September 30, 2014, we had approximately 3.5 million cumulative ending members, an increase of 23% from September 30, 2013. This increase was driven by several factors, including the success of our marketing campaigns, increased awareness of data breaches, media coverage of identity theft, and our member retention rate.

Gross new members. We calculate gross new members as the total number of new members who enroll in one of our consumer services during the relevant period. Many factors may affect the volume of gross new members in each period, including the effectiveness of our marketing campaigns, the timing of our marketing programs, the effectiveness of our strategic partnerships, and the general level of identity theft coverage in the media. We monitor gross new members because it provides an indication of the revenue and expenses that we expect to recognize in the future. For the three-month period ended September 30, 2014, we enrolled approximately 264,000 gross new members, up from approximately 218,000 for the three-month period ended September 30, 2013. For the nine-month period ended September 30, 2014, we enrolled approximately 912,000 gross new members, up from approximately 698,000 for the nine-month period ended September 30, 2013. This increase was driven by the success of our marketing campaigns, the continued success of our premium service offerings, which accounted for more than 40% our gross new members during the three- and nine-month periods ended September 30, 2014, and increased awareness of data breaches and identity theft.

Member retention rate. We define member retention rate as the percentage of members on the last day of the prior year who remain members on the last day of the current year, or for quarterly presentations, the percentage of members on the last day of the comparable quarterly period in the prior year who remain members on the last day of the current quarterly period. A number of factors may increase our member retention rate, including increases in the number of members enrolled on an annual subscription, increases in the number of alerts a member receives, and increases in the number of members enrolled through strategic partners with which the member has a strong association. Conversely, factors that may reduce our member retention rate include increases in the number of members enrolled on a monthly subscription and the end of enrollment programs in our embedded product and breach channels. In addition, the length of time a member has been enrolled in one of our services will impact our member retention rate with longer term members having a positive impact.  Historically, the member retention rate for our premium services has been lower than the member retention rate for our basic-level services, which we believe is driven primarily by price.

17


 

As of September 30, 2014, our member retention rate was 87.5%, which was our eighth consecutive quarter above 87%.  The year-over -year decrease in retention rate was driven, in part, by the cancellation of breach members who enrolled in previous years and the impact of an increased number of member credit and debit cards that were replaced as a result of large data breaches in the fourth quarter of 2013.

Average cost of acquisition per member. We calculate average cost of acquisition per member as our sales and marketing expense for our consumer segment during the relevant period divided by our gross new members for the period. A number of factors may influence this metric, including shifts in the mix of our media spend. For example, when we engage in marketing efforts to build our brand, our cost of acquisition per member increases in the short term with the expectation that it will decrease over the long term. In addition, when we introduce new partnerships in our embedded product channel, such as our partnership with AOL in the fourth quarter of 2011, our average cost of acquisition per member decreases due to the volume of members that enroll in our consumer services in a relatively short period of time. We monitor average cost of acquisition per member to evaluate the efficiency of our marketing programs in acquiring new members. For the three-month period ended September 30, 2014, our average cost of acquisition per member was $184, up from $172 (restated) for the three-month period ended September 30, 2013. For the nine-month period ended September 30, 2014, our average cost of acquisition per member was $173, up from $167 (restated) for the nine-month period ended September 30, 2013. Our member retention rate and the increasing monthly average revenue per member, primarily from the continued penetration of our premium service offerings, results in a higher lifetime value of a member relationship, which enables us to absorb a higher average cost of acquisition per member.

Monthly average revenue per member. We calculate monthly average revenue per member as our consumer revenue during the relevant period divided by the average number of cumulative ending members during the relevant period (determined by taking the average of the cumulative ending members at the beginning of the relevant period and the cumulative ending members at the end of each month in the relevant period), divided by the number of months in the relevant period. A number of factors may influence this metric, including whether a member enrolls in one of our premium services; whether we offer the member any promotional discounts upon enrollment; the distribution channel through which we acquire the member, as we offer wholesale pricing in our embedded product, employee benefit, and breach channels; and whether a new member subscribes on a monthly or annual basis, as members enrolling on an annual subscription receive a discount for paying for a year in advance. While our retail list prices have historically remained unchanged, we have seen our monthly average revenue per member increase primarily due to the increased adoption of our higher priced premium services by a greater percentage of our members, a trend we expect to continue. We monitor monthly average revenue per member because it is a strong indicator of revenue in our consumer business and of the performance of our premium services.

18


 

Our average revenue per member for the three- and nine-month periods ended September 30, 2014 increased approximately 7% and 8% from the three- and nine-month periods ended September 30, 2013, respectively. The increase in our monthly average revenue per member resulted primarily from the continued success of our premium service offerings, which accounted for more than 40% of our gross new members for the three- and nine-month periods ended September 30, 2014.

Enterprise transactions. We calculate enterprise transactions as the total number of enterprise transactions processed for either an identity risk or credit risk score during the relevant period. Our enterprise transactions are processed by ID Analytics, which we acquired in the first quarter of 2012. Enterprise transactions have historically been higher in the fourth quarter as the level of credit applications and general consumer spending increases. We monitor the volume of enterprise transactions because it is a strong indicator of revenue in our enterprise business.

We processed 66.1 million enterprise transactions for the three-month period ended September 30, 2014, an increase of 25% from the three-month period ended September 30, 2013. We processed 173.4 million enterprise transactions for the nine-month period ended September 30, 2014, an increase of 8% from the nine-month period ended September 30, 2013. There are three main factors impacting the change in enterprise transactions year over year. First, in the three-month period ended September 30, 2013, we had a large telecommunication customer stop scoring its new wireline customers due to low levels of fraud in the business. We were able to reengage and commence scoring a portion of the volume in the nine-month period ended September 30, 2014, resulting in a higher volume of transactions during the three-month period ended September 30, 2014 over the three-month period ended September 30, 2013.  However, the transactions scored for this customer during the nine-month period ended September 30, 2014 were lower than the transactions scored during the nine-month period ended September 30, 2013. Second, we have seen a reduction in enterprise transactions related to us giving notice of non-renewal to several customers who compete in our consumer business and allowing such contracts to lapse.  Third, offsetting these reductions, we have seen enterprise transactions increase as we continue to add new customers and expand our offerings with our current customer base.

Key Financial Metrics

The following table summarizes our key financial metrics for the three- and nine-month periods ended September 30:

 

For the Three Months Ended

September 30,

 

 

For the Nine Months Ended

September 30,

 

 

2014

 

 

2013

 

 

2014

 

 

2013

 

 

(in thousands)

 

 

(in thousands)

 

Consumer revenue

$

116,115

 

 

$

88,386

 

 

$

326,448

 

 

$

246,053

 

Enterprise revenue

 

6,916

 

 

 

7,353

 

 

 

19,882

 

 

 

21,300

 

Total revenue

 

123,031

 

 

 

95,739

 

 

 

346,330

 

 

 

267,353

 

Adjusted net income

 

15,909

 

 

 

11,595

 

 

 

19,455

 

 

 

15,394

 

Adjusted EBITDA

 

17,929

 

 

 

12,791

 

 

 

25,255

 

 

 

19,305

 

Free cash flow

 

22,653

 

 

 

16,629

 

 

 

61,004

 

 

 

46,563

 

19


 

Adjusted Net Income

Adjusted net income is a non-U.S. GAAP financial measure that we calculate as net income (loss) excluding amortization of acquired intangible assets, share-based compensation, income tax benefits and expenses resulting from changes in our deferred tax assets, and acquisition related expenses.  Historically, in calculating adjusted net income, we also excluded changes in fair value of warrant liabilities and change in fair value of embedded derivatives in the periods in which those items occurred. We do not currently have any warrant liabilities or embedded derivatives; accordingly, we will only include those items of income and expense in our reconciliation of adjusted net income for period-over-period comparisons.  We have included adjusted net income in this Quarterly Report on Form 10-Q because it is a key measure used by us to understand and evaluate our core operating performance and trends. In particular, the exclusion of certain expenses in calculating adjusted net income can provide a useful measure for period-to-period comparisons of our core business.

Accordingly, we believe that adjusted net income provides useful information to investors and others in understanding and evaluating our operating results in the same manner as we do. We believe the exclusion of certain items of income and expense from net income (loss) in calculating adjusted net income is useful because (i) the amount of such income and expense in any specific period may not directly correlate to the underlying operational performance of our business, and/or (ii) such income and expense can vary significantly between periods as a result of new acquisitions and full amortization of previously acquired intangible assets.  

Our use of adjusted net income has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our operating results as reported under U.S. GAAP. Some of these limitations include the following:

·

although amortization of intangible assets is a non-cash charge, additional intangible assets may be acquired in the future and adjusted net income does not reflect cash capital expenditure requirements for new acquisitions;

·

adjusted net income does not reflect the cash requirements for new acquisitions;

·

adjusted net income does not reflect changes in, or cash requirements for, our working capital needs;

·

adjusted net income does not consider the potentially dilutive impact of share-based compensation;

·

adjusted net income does not reflect the deferred income tax benefit from the release of the valuation allowance or income tax expenses which reduce our deferred tax asset for net operating losses or other net changes in deferred tax assets;

·

adjusted net income does not reflect the expenses incurred for new acquisitions; and

·

other companies, including companies in our industry, may calculate adjusted net income or similarly titled measures differently, limiting their usefulness as a comparative measure.

Because of these limitations, you should consider adjusted net income alongside other financial performance measures, including various cash flow metrics, net income (loss), and our other U.S. GAAP results. The following table presents a reconciliation of net income (loss) to adjusted net income for applicable items of income and expense that impacted each of the periods indicated:

 

For the Three Months Ended

September 30,

 

 

For the Nine Months Ended

September 30,

 

 

2014

 

 

2013

(Restated)

 

 

2014

 

 

2013

(Restated)

 

 

(in thousands)

 

 

(in thousands)

 

Reconciliation of Net Income (Loss) to Adjusted Net Income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

$

5,450

 

 

$

6,466

 

 

$

(343

)

 

$

1,479

 

Amortization of acquired intangible assets

 

2,231

 

 

 

1,966

 

 

 

6,693

 

 

 

5,898

 

Share-based compensation

 

4,302

 

 

 

2,931

 

 

 

13,229

 

 

 

7,933

 

Deferred income tax benefit

 

3,926

 

 

 

232

 

 

 

(124

)

 

 

84

 

Adjusted net income

$

15,909

 

 

$

11,595

 

 

$

19,455

 

 

$

15,394

 

Adjusted EBITDA

Adjusted EBITDA is a non-U.S. GAAP financial measure that we calculate as net income (loss) excluding depreciation and amortization, share-based compensation, interest expense, interest income, other income (expense), income tax (benefit) expense, and acquisition related expenses. Historically, in calculating adjusted EBITDA, we also excluded changes in fair value of warrant liabilities and change in fair value of embedded derivatives in the periods in which those items occurred. We do not currently have any warrant liabilities or embedded derivatives; accordingly, we will only include those items of income and expense in our reconciliation

20


 

of adjusted EBITDA for period-over-period comparisons.  We have included adjusted EBITDA in this Quarterly Report on Form 10-Q because it is a key measure used by us to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget, and to develop short- and long-term operational plans. In particular, the exclusion of certain expenses in calculating adjusted EBITDA can provide a useful measure for period-to-period comparisons of our core business. Additionally, adjusted EBITDA is a key financial measure used in determining management’s incentive compensation.

Accordingly, we believe that adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as we do. We believe the exclusion of certain items of income and expense from net income (loss) in calculating adjusted EBITDA is useful because (i) the amount of such income and expense in any specific period may not directly correlate to the underlying operational performance of our business, and/or (ii) such income and expense can vary significantly between periods as a result of new acquisitions and full amortization of previously acquired intangible assets.

Our use of adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our operating results as reported under U.S. GAAP. Some of these limitations include the following:

·

although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements;

·

adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

·

adjusted EBITDA does not consider the potentially dilutive impact of share-based compensation;

·

adjusted EBITDA does not reflect cash interest income or expense;

·

adjusted EBITDA does not reflect tax payments that may represent a reduction in cash available to us;

·

adjusted EBITDA does not reflect the expenses incurred for new acquisitions; and

·

other companies, including companies in our industry, may calculate adjusted EBITDA or similarly titled measures differently, limiting their usefulness as a comparative measure.

Because of these limitations, you should consider adjusted EBITDA alongside other financial performance measures, including various cash flow metrics, net income (loss), and our other U.S. GAAP results. The following table presents a reconciliation of net income (loss) to adjusted EBITDA for applicable items of income and expense that impacted each of the periods indicated:

 

For the Three Months Ended

September 30,

 

 

For the Nine Months Ended

September 30,

 

 

2014

 

 

2013

(Restated)

 

 

2014

 

 

2013

(Restated)

 

 

(in thousands)

 

 

(in thousands)

 

Reconciliation of Net Income (Loss) to Adjusted EBITDA:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

$

5,450

 

 

$

6,466

 

 

$

(343

)

 

$

1,479

 

Depreciation and amortization

 

4,094

 

 

 

3,124

 

 

 

12,259

 

 

 

9,484

 

Share-based compensation

 

4,302

 

 

 

2,931

 

 

 

13,229

 

 

 

7,933

 

Interest expense

 

89

 

 

 

82

 

 

 

264

 

 

 

228

 

Interest income

 

(73

)

 

 

(29

)

 

 

(189

)

 

 

(75

)

Other expense

 

134

 

 

 

7

 

 

 

151

 

 

 

11

 

Income tax (benefit) expense

 

3,933

 

 

 

210

 

 

 

(116

)

 

 

245

 

Adjusted EBITDA

$

17,929

 

 

$

12,791

 

 

$

25,255

 

 

$

19,305

 

Free Cash Flow

Free cash flow is a non-U.S. GAAP financial measure that we calculate as net cash provided by operating activities less net cash used in investing activities for acquisitions of property and equipment.  We use free cash flow as a measure of our operating performance; for planning purposes, including the preparation of our annual operating budget; to allocate resources to enhance the financial performance of our business; to evaluate the effectiveness of our business strategies; to provide consistency and comparability with past financial performance; to determine capital requirements; to facilitate a comparison of our results with those of other companies; and in communications with our board of directors concerning our financial performance.

We use free cash flow to evaluate our business because, although it is similar to net cash provided by operating activities, we believe it typically presents a more conservative measure of cash flow as purchases of property and equipment are necessary

21


 

components of ongoing operations. We believe that this non-U.S. GAAP financial measure is useful in evaluating our business because free cash flow reflects the cash surplus available to fund the expansion of our business after payment of capital expenditures relating to the necessary components of ongoing operations. We also believe that the use of free cash flow provides consistency and comparability with our past financial performance, facilitates period-to-period comparisons of operations, and also facilitates comparisons with other companies, many of which use similar non-U.S. GAAP financial measures to supplement their U.S. GAAP results.

Although free cash flow is frequently used by investors in their evaluations of companies, free cash flow has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our operating results as reported under U.S. GAAP. Some of these limitations include the following:

·

free cash flow does not reflect our future requirements for contractual commitments to third-party providers;

·

free cash flow does not reflect the non-cash component of employee compensation or depreciation and amortization of property and equipment; and

·

other companies, including companies in our industry, may calculate free cash flow or similarly titled measures differently, limiting their usefulness as comparative measures.

Because of these limitations, you should consider free cash flow alongside other financial performance measures, including net cash provided by operating activities, net income (loss), and our other U.S. GAAP results. The following table presents a reconciliation of net cash provided by operating activities to free cash flow for each of the periods indicated:

 

For the Three Months Ended

September 30,

 

 

For the Nine Months Ended

September 30,

 

 

2014

 

 

2013

 

 

2014

 

 

2013

 

 

(in thousands)

 

 

(in thousands)

 

Reconciliation of Net Cash Provided By Operating Activities to Free Cash Flow:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by operating activities

$

26,118

 

 

$

18,241

 

 

$

72,131

 

 

$

51,827

 

Acquisitions of property and equipment

 

(3,465

)

 

 

(1,612

)

 

 

(11,127

)

 

 

(5,264

)

Free cash flow

$

22,653

 

 

$

16,629

 

 

$

61,004

 

 

$

46,563

 

Factors Affecting Our Performance

Customer acquisition costs. We expect to continue to make significant expenditures to grow our member and enterprise customer bases. Our average cost of acquisition per member and the number of new members we generate depends on a number of factors, including the effectiveness of our marketing campaigns, changes in cost of media, the competitive environment in our markets, the prevalence of identity theft issues in the media, publicity about our company, and the level of differentiation of our services. Shifts in the mix of our media spend also influence our member acquisition costs. For example, when we engage in marketing efforts to build our brand, our member acquisition costs increase in the short term with the expectation that they will decrease over the long term. We also continually test new media outlets, marketing campaigns, and call center scripting, each of which impacts our average cost of acquisition per member. In addition, given the past success of our premium services, we expect to be able to absorb a higher average cost of acquisition per member and still recognize value over the lifetime of our member relationships.

Mix of members by services, billing cycle, and distribution channel. Our performance is affected by the mix of members subscribing to our various consumer services, by billing cycle (annual versus monthly), and by the distribution channel through which we acquire the member. Our adjusted EBITDA, adjusted net income, free cash flow, and average cost of acquisition per member are all affected by this mix. We have seen a recent shift to more monthly members, in large part due to the increase in the number of members enrolling through our embedded product and employee benefits channels in which our members enroll on a monthly basis. We also have seen an increase in the number of members enrolling in our premium services as a percentage of our gross new members.

Customer retention. Our ability to maintain our current member retention rate may be affected by a number of factors, including the effectiveness of our services, the performance of our member services organization, external media coverage of identity theft, the continued evolution of our service offerings, the competitive environment, the effectiveness of our media spend, the timing of employee benefit and breach service enrollments, and other developments.

Our enterprise business relies on the retention of enterprise customers to maintain the effectiveness of our services because our enterprise customers typically provide us with their customer transaction data as part of our service. Losing a significant number of

22


 

these customers would reduce the breadth and effectiveness of our services. In addition, approximately 6% of the revenue of ID Analytics for the nine-month period ended September 30, 2014, or less than 1% of our overall revenue for such period, was derived from direct competitors to our consumer business. As we have given notice of non-renewal to competitors in our consumer business, we have allowed such contracts to lapse and, accordingly, this percentage may decline over time.

Investments to grow our business. We will continue to invest to grow our business. Investments in the development and marketing of new services, including the new services we introduced in July 2014, and the continued enhancement of our existing services will increase our operating expenses in the near term and thus may negatively impact our operating results in the short term, although we anticipate that these investments will grow and improve our business over the long term.

Regulatory developments. Our business is subject to regulation by federal, state, local, and foreign authorities. Any changes to the existing applicable laws, regulations, or rules; any determination that other laws, regulations, or rules are applicable to us; or any determination that we have violated any of these laws, regulations, or rules could adversely impact our operating results. In addition, as previously disclosed, on January 17, 2014, we met with FTC Staff, at our request, to discuss issues regarding allegations that have been asserted in a whistleblower claim against us relating to our compliance with the FTC Order. On March 13, 2014, we received a request from the FTC for documents and information related to our compliance with the FTC Order.  On October 29, 2014, we completed our responses to the FTC’s March 13, 2014 request for information along with the FTC’s subsequent requests for clarification regarding certain information that we previously submitted.  The FTC may request additional information or clarification on the information submitted or may request that we discuss with the FTC the issues relating thereto.  In addition, on May 16, 2014, we announced that we had determined that certain aspects of the LifeLock Wallet mobile application were not fully compliant with applicable payment card industry (PCI) security standards. As a result, we temporarily suspended the LifeLock Wallet mobile application, and deleted the affected data from our servers, until we can operate the LifeLock Wallet mobile application in accordance with those standards. We have no indication that the data included in the LifeLock Wallet mobile application servers was compromised. The LifeLock Wallet mobile application storage processes are separate and independent from LifeLock’s core identity theft protection services business, including the enrollment and related credit card storage processes used in our standard LifeLock service and our LifeLock Ultimate service. As such, we do not believe the suspension of the LifeLock Wallet mobile application impacted in any manner the core functionality or utility of the identity theft protection services we provide to our members.  On May 15, 2014, on our own initiative, we informed the FTC Staff of these issues; at this point we do not expect to receive further requests for information from the FTC about these issues.  Those aspects of the LifeLock Wallet mobile application previously identified by us as not meeting applicable PCI security standards have now been confirmed as meeting applicable PCI security standards.  On October 29, 2014, we relaunched our LifeLock Wallet mobile application.

A determination that we are in violation of the FTC Order, including as a result of the FTC’s review of our information security program and alert and notification processing or our PCI non-compliance in connection with the LifeLock Wallet mobile application, could result in liability for fines, damages, or other penalties or require us to make changes to our services and business practices, and cause us to lose customers, any of which could have a material adverse impact on our business, operating results, financial condition, and prospects.  

We also collect and remit sales tax in several states related to the sale of our consumer services. Other states or one or more countries or other jurisdictions may seek to impose sales or other tax collection obligations on us in the future. A successful assertion by any state, country, or other jurisdiction that we should be collecting sales or other taxes on the sale of our services could, among other things, increase the cost of our services, create significant administrative burdens for us, result in substantial tax liabilities, discourage current members and other consumers from purchasing our services, or otherwise substantially harm our business and operating results.

For additional factors and risks facing our business, see “Risk Factors.”

Basis of Presentation and Key Components of Our Results of Operations

We operate our business and review and assess our operating performance using two reportable segments: our consumer segment and our enterprise segment. We review and assess our operating performance using segment revenue, income (loss) from operations, and total assets. These performance measures include the allocation of operating expenses to our reportable segments based on management’s specific identification of costs associated to those segments.

Revenue

We derive revenue in our consumer segment primarily from fees paid by our members for identity theft protection services offered on a subscription basis. Our members subscribe to our consumer services on a monthly or annual, automatically renewing basis, and pay us the full subscription fee at the beginning of each subscription period, in most cases by authorizing us to directly

23


 

charge their credit or debit cards. In some cases, we offer members a free trial period, which is typically 30 days. Our members may cancel their membership with us at any time without penalty and, when they do, we issue a refund for the unused portion of the canceled membership. We recognize revenue for member subscriptions ratably on a daily basis from the later of cash receipt, activation of a member’s account, or expiration of free trial periods to the end of the subscription period.

We also provide consumer services for which the primary customer is an enterprise purchasing identity theft protection services on behalf of its employees or customers. In such cases, we defer revenue for each member until the member’s account has been activated. We then recognize revenue ratably on a daily basis over the term of the subscription period.

We derive revenue in our enterprise segment from fees paid by our enterprise customers for consumer risk management solutions, which we provide under multi-year contracts, many of which renew automatically. Our enterprise customers pay us based on their monthly volume of transactions with us, and approximately 30% of them are committed to paying monthly minimum fees. We recognize revenue based on a negotiated fee per transaction. Transaction fees in excess of any of the monthly minimum fees are billed and recorded as revenue in addition to the monthly minimum fees. In some instances, we receive up-front non-refundable payments against which the monthly minimum fees are applied. The up-front non-refundable payments are recorded as deferred revenue and recognized as revenue monthly over the usage period. If an enterprise customer does not meet its monthly minimum fee, we bill the negotiated monthly minimum fee and recognize revenue for that amount. We derive a small portion of our enterprise revenue from special projects in which we are engaged to deliver a report at the end of the analysis, which we record upon delivery and acceptance of the report.

Cost of Services

Cost of services in our consumer segment consists primarily of costs associated with our member services organization and fulfillment partners. Our member support operations include wages and benefits for personnel performing these functions and facility costs directly associated with our sales and service delivery functions. We also pay fees to third-party service providers related to the fulfillment of our consumer services, including the premiums associated with the identity theft insurance that we provide to our members, and merchant credit card fees.

Cost of services in our enterprise segment includes the costs related to data analytics and data management, primarily consisting of wages and benefits of personnel and facility costs directly associated with the data analytics and data management.

We expect our cost of services to increase if we continue to increase the number of our members and enterprise customers. Our cost of services is heavily affected by prevailing salary levels, which affect our internal direct costs and fees paid to third-party service providers. Increases in the market rate for wages would increase our cost of services.

Gross Margin

Gross profit as a percentage of total revenue, or gross margin, has been and will continue to be affected by a variety of factors. Increases in personnel and facility costs directly associated with the provision of our services can negatively affect our gross margin, as can higher fulfillment costs due to enhancements in our services or the introduction of new services, such as the addition of insurance coverage in our consumer services. A significant increase in the number of members we enroll through our strategic partner distribution channels can also negatively affect our gross margin because we offer wholesale pricing to our strategic partners. In prior periods, our gross margin has also been negatively impacted by sales taxes we paid on behalf of our members and settlements with state tax authorities. Conversely, operating efficiencies in our member services organization can improve our gross margin. We expect that our gross margin may fluctuate from period to period depending on all of these factors.

Sales and Marketing

Sales and marketing expenses consist primarily of direct response advertising and online search costs, commissions paid on a per-member basis to our online affiliates and on a percentage of revenue basis to our co-marketing partners, and wages and benefits for sales and marketing personnel. Direct response marketing costs include television, radio, and print advertisements as well as costs to create and produce these advertisements. Online search costs consist primarily of pay-per-click payments to search engines and other online advertising media, such as banner ads. Advertising costs are expensed as incurred and historically have occurred unevenly across periods. Our sales and marketing expenses also include payments related to our sponsorship and promotional partners. In order to continue to grow our business and the awareness of our services, we plan to continue to commit substantial resources to our sales and marketing efforts. As a result, we expect our sales and marketing expenses will continue to increase in absolute dollars for the foreseeable future and vary as a percentage of revenue depending on the timing of those expenses.

24


 

Technology and Development

Technology and development expenses consist primarily of personnel costs incurred in product development, maintenance and testing of our websites, enhancing our existing services and developing new services, internal information systems and infrastructure, data privacy and security systems, third-party development, and other internal-use software systems. Our development costs are primarily incurred in the United States and directed at enhancing our existing service offerings and developing new service offerings. In order to continue to grow our business and enhance our services, we plan to continue to commit resources to technology and development. In addition, ID Analytics has historically spent a higher portion of its revenue on technology and development. As a result, we expect our technology and development expenses will continue to increase in absolute dollars for the foreseeable future.

General and Administrative

General and administrative expenses consist primarily of personnel costs, professional fees, and facility-related expenses associated with our executive, finance, human resources, legal, and governmental affairs organizations. Our professional fees principally consist of outside legal, auditing, accounting, and other consulting fees. Legal costs included within our general and administrative expenses also include costs incurred to litigate and settle various legal matters. We expect our general and administrative expenses will increase in absolute dollars for the foreseeable future as we hire additional personnel and expand our office facilities to support our overall growth and incur additional costs associated with our public company and regulatory compliance.

Amortization of Acquired Intangible Assets

Amortization of acquired intangible assets is the amortization expense associated with core technology, customer relationships, and trade names and trademarks resulting from business acquisitions. As of September 30, 2014, we had $40.5 million in acquired intangible assets, net of amortization, as a result of our acquisitions of ID Analytics and Lemon. The acquired intangible assets have useful lives of between one and ten years and we expect to recognize approximately $8.9 million of amortization expense in the year ending December 31, 2014.

Provision for Income Taxes

We are subject to federal income tax as well as state income tax in various states in which we conduct business. Our effective tax rate for the three- and nine-month periods ended September 30, 2014 approximates the U.S. federal statutory tax rate plus the impact of state taxes and permanent and other temporary differences.  For the three- and nine-month periods ended September 30, 2013, our effective tax rate differed from the statutory rate primarily as a result of our valuation allowance on our deferred taxes, state taxes, and non-deductible expenses.

Results of Operations

Comparison of the Three- and Nine-Month Periods Ended September 30, 2014 and 2013

Total Revenue

 

For the Three Months Ended

September 30,

 

 

For the Nine Months Ended

September 30,

 

 

2014

 

 

2013

 

 

% Change

 

 

2014

 

 

2013

 

 

% Change

 

 

(in thousands)

 

 

 

 

 

 

(in thousands)

 

 

 

 

 

Consumer revenue

$

116,115

 

 

$

88,386

 

 

 

31.4

%

 

$

326,448

 

 

$

246,053

 

 

 

32.7

%

Enterprise revenue

 

6,916

 

 

 

7,353

 

 

 

-5.9

%

 

 

19,882

 

 

 

21,300

 

 

 

-6.7

%

Total revenue

$

123,031

 

 

$

95,739

 

 

 

 

 

 

$

346,330

 

 

$

267,353

 

 

 

 

 

Consumer revenue for the three-month period ended September 30, 2014 was $116.1 million, an increase of $27.7 million, or 31.4%, over consumer revenue for the three-month period ended September 30, 2013. The increase in our consumer revenue related primarily to an increase in the number of our members, which grew from 2.9 million as of September 30, 2013 to 3.5 million as of September 30, 2014, an increase of 23%. In addition, our monthly average revenue per member increased 7% to $11.22 for the three-month period ended September 30, 2014 from $10.48 for the three-month period ended September 30, 2013.  The increase in members and monthly average revenue per member resulted from the continued success of our premium service offerings, including the release of our new LifeLock Advantage and LifeLock Ultimate Plus services at the end of July 2014, and our advertising and marketing campaigns designed to increase the overall awareness of our services and identity theft.

25


 

Consumer revenue for the nine-month period ended September 30, 2014 was $326.4 million, an increase of $80.4 million, or 32.7%, over consumer revenue for the nine-month period ended September 30, 2013.  This increase was primarily attributable to the 23% growth in our member base from 2.9 million as of September 30, 2013 to 3.5 million as of September 30, 2014. Our monthly average revenue per member increased 8% to $11.02 for the nine-month period ended September 30, 2014 from $10.17 for the nine-month period ended September 30, 2013, primarily due to the continued success of our premium service offerings and our advertising and marketing campaigns, which drove member growth.      

Enterprise revenue for the three-month period ended September 30, 2014 was $6.9 million, a decrease of $0.4 million, or 6%, from enterprise revenue for the three-month period ended September 30, 2013.  This reduction was primarily attributable to the reduction in revenue as a result of us giving notice of non-renewal to several customers who compete in our consumer business and allowing such contracts to lapse, which was partially offset by growth as we continue to add new customers and expand our offerings within our current customer base.

Enterprise revenue for the nine-month period ended September 30, 2014 was $19.9 million, a decrease of $1.4 million, or 7%, from enterprise revenue for the nine-month period ended September 30, 2013.  This reduction was primarily attributable to the reduction in revenue as a result of us giving notice of non-renewal to several customers who compete in our consumer business and allowing such contracts to lapse, which was partially offset by growth as we continue to add new customers and expand our offerings within our current customer base.

Cost of Services and Gross Profit

 

For the Three Months Ended

September 30,

 

 

For the Nine Months Ended

September 30,

 

 

2014

 

 

2013

(Restated)

 

 

% Change

 

 

2014

 

 

2013

(Restated)

 

 

% Change

 

 

(in thousands)

 

 

 

 

 

 

(in thousands)

 

 

 

 

 

Cost of services

$

30,327

 

 

$

24,887

 

 

 

21.9

%

 

$

89,675

 

 

$

73,870

 

 

 

21.4

%

Percentage of revenue

 

24.6

%

 

 

26.0

%

 

 

 

 

 

 

25.9

%

 

 

27.6

%

 

 

 

 

Gross profit

$

92,704

 

 

$

70,852

 

 

 

30.8

%

 

$

256,655

 

 

$

193,483

 

 

 

32.6

%

Percentage of revenue

 

75.4

%

 

 

74.0

%

 

 

 

 

 

 

74.1

%

 

 

72.4

%

 

 

 

 

Gross profit for the three-month period ended September 30, 2014 was $92.8 million, or 75.4% of revenue, an increase of $21.9 million, or 30.8%, over gross profit of $70.9 million, or 74.0% of revenue, for the three-month period ended September 30, 2013. The increase in our gross profit resulted primarily from increased revenue associated with the growth in the number of our members and increased monthly average revenue per member. The increase in our gross margin is attributable to efficiencies in our member services organization and scalability within certain third-party fulfillment contracts as our member base continued to grow.

Gross profit for the nine-month period ended September 30, 2014 was $256.7 million, or 74.1% of revenue, an increase of $63.2 million, or 32.7%, over gross profit of $193.5 million, or 72.4% of revenue, for the nine-month period ended September 30, 2013.   The increase in gross profit resulted primarily from increased revenue associated with the growth in the number of our members and increased monthly average revenue per member. The increase in our gross margin is attributable to efficiencies in our member services organization and scalability within certain third-party fulfillment contracts as our member base continued to grow.

Sales and Marketing

 

For the Three Months Ended

September 30,

 

 

For the Nine Months Ended

September 30,

 

 

2014

 

 

2013

(Restated)

 

 

% Change

 

 

2014

 

 

2013

(Restated)

 

 

% Change

 

 

(in thousands)

 

 

 

 

 

 

(in thousands)

 

 

 

 

 

Sales and marketing

$

51,818

 

 

$

40,423

 

 

 

28.2

%

 

$

166,710

 

 

$

125,334

 

 

 

33.0

%

Percentage of revenue

 

42.1

%

 

 

42.2

%

 

 

 

 

 

 

48.1

%

 

 

46.9

%

 

 

 

 

Sales and marketing expenses for the three-month period ended September 30, 2014 were $51.8 million, or 42.1% of revenue, compared with $40.4 million, or 42.2% of revenue, for the three-month period ended September 30, 2013. The increase in our sales and marketing expenses resulted from increases in our advertising expenses, external sales commissions, and personnel costs, specifically non-cash share-based compensation. The increase in our sales and marketing expenses reflected our investment to drive new membership growth, our continued advertising of our premium service offerings, and our efforts to highlight the growing identity theft issue and to educate consumers.

26


 

Sales and marketing expenses for the nine-month period ended September 30, 2014 were $166.7 million, or 48.1% of revenue, compared with $125.3 million, or 46.9% of revenue, for the nine-month period ended September 30, 2013. We continue to invest heavily in our sales and marketing initiatives to highlight our services and educate consumers on identity theft in an effort to drive new membership growth.  Increases in external sales commissions and personnel costs, specifically non-cash share based compensation, also contributed to the increase in sales and marketing expenses for the nine-month period ended September 30, 2014.

Technology and Development

 

For the Three Months Ended

September 30,

 

 

For the Nine Months Ended

September 30,

 

 

2014

 

 

2013

(Restated)

 

 

% Change

 

 

2014

 

 

2013

(Restated)

 

 

% Change

 

 

(in thousands)

 

 

 

 

 

 

(in thousands)

 

 

 

 

 

Technology and development

$

12,341

 

 

$

10,462

 

 

 

18.0

%

 

$

37,996

 

 

$

29,564

 

 

 

28.5

%

Percentage of revenue

 

10.0

%

 

 

10.9

%

 

 

 

 

 

 

11.0

%

 

 

11.1

%

 

 

 

 

Technology and development expenses for the three-month period ended September 30, 2014 were $12.3 million, or 10.0% of revenue, compared with $10.5 million, or 10.9% of revenue, for the three-month period ended September 30, 2013. The increase in our technology and development expenses resulted primarily from increases in our personnel costs, including non-cash share-based compensation, as we continue to invest in the talent within the organization.

Technology and development expenses for the nine-month period ended September 30, 2014 were $38.0 million, or 11.0% of revenue, compared with $29.6 million, or 11.1% of revenue, for the nine-month period ended September 30, 2013. The increase in our technology and development expenses resulted primarily from increases in our personnel costs, including non-cash share-based compensation.

General and Administrative

 

For the Three Months Ended

September 30,

 

 

For the Nine Months Ended

September 30,

 

 

2014

 

 

2013

(Restated)

 

 

% Change

 

 

2014

 

 

2013

(Restated)

 

 

% Change

 

 

(in thousands)

 

 

 

 

 

 

(in thousands)

 

 

 

 

 

General and administrative

$

16,781

 

 

$

11,265

 

 

 

49.0

%

 

$

45,489

 

 

$

30,799

 

 

 

47.7

%

Percentage of revenue

 

13.6

%

 

 

11.8

%

 

 

 

 

 

 

13.1

%

 

 

11.5

%

 

 

 

 

General and administrative expenses for the three-month period ended September 30, 2014 were $16.8 million, or 13.6% of revenue, compared with $11.3 million, or 11.8% of revenue, for the three-month period ended September 30, 2013. The increase in general and administrative expenses resulted primarily from additional costs associated with our regulatory compliance, acquisition integration and related intellectual property audits, the expansion of our office facilities, and additional personnel costs, including non-cash share-based compensation.

General and administrative expenses for the nine-month period ended September 30, 2014 were $45.5 million, or 13.1% of revenue, compared with $30.8 million, or 11.5% of revenue, for the nine-month period ended September 30, 2013. The increase in general and administrative expenses resulted primarily from additional costs associated with our regulatory compliance, acquisition integration and related intellectual property audits, the expansion of our office facilities, and additional personnel costs, including non-cash share-based compensation.

 Amortization of Acquired Intangible Assets  

 

For the Three Months Ended

September 30,

 

 

For the Nine Months Ended

September 30,

 

 

2014

 

 

2013

 

 

% Change

 

 

2014

 

 

2013

 

 

% Change

 

 

(in thousands)

 

 

 

 

 

 

(in thousands)

 

 

 

 

 

Amortization of acquired intangible assets

$

2,231

 

 

$

1,966

 

 

 

13.5

%

 

$

6,693

 

 

$

5,898

 

 

 

13.5

%

Percentage of revenue

 

1.8

%

 

 

2.1

%

 

 

 

 

 

 

1.9

%

 

 

2.2

%

 

 

 

 

27


 

Amortization of acquired intangible assets was $2.2 million for the three-month period ended September 30, 2014, an increase of $0.3 million over the three-month period ended September 30, 2013. Amortization of acquired intangible assets was $6.7 million for the nine-month period ended September 30, 2014, an increase of $0.8 million over the nine-month period ended September 30, 2013. The increase in amortization of acquired intangible assets for the three- and nine-month periods ended September 30, 2014 resulted from our amortization of the intangible assets acquired in our acquisition of Lemon in December 2013.

Other Expense

 

For the Three Months Ended

September 30,

 

 

For the Nine Months Ended

September 30,

 

 

2014

 

 

2013

 

 

% Change

 

 

2014

 

 

2013

 

 

% Change

 

 

(in thousands)

 

 

 

 

 

 

(in thousands)

 

 

 

 

 

Interest expense

$

(89

)

 

$

(82

)

 

 

8.5

%

 

$

(264

)

 

$

(228

)

 

 

15.8

%

Interest income

 

73

 

 

 

29

 

 

 

151.7

%

 

 

189

 

 

 

75

 

 

 

152.0

%

Other

 

(134

)

 

 

(7

)

 

 

1814.3

%

 

 

(151

)

 

 

(11

)

 

 

1272.7

%

 

$

(150

)

 

$

(60

)

 

 

150.0

%

 

$

(226

)

 

$

(164

)

 

 

37.8

%

Other expense for the three- and nine-month periods ended September 30, 2014 was $0.2 million, compared with other expense of less than $0.1 million and $0.2 million for the three- and nine-month periods ended September 30, 2013, respectively.  The increase in other expense related primarily to the change in cash surrender value on our company-owned life insurance policies.

Income Tax (Benefit) Expense

 

For the Three Months Ended

September 30,

 

 

For the Nine Months Ended

September 30,

 

 

2014

 

 

2013

(Restated)

 

 

% Change

 

 

2014

 

 

2013

(Restated)

 

 

% Change

 

 

(in thousands)

 

 

 

 

 

 

(in thousands)

 

 

 

 

 

Income tax (benefit) expense

$

3,933

 

 

$

210

 

 

 

1772.9

%

 

$

(116

)

 

$

245

 

 

 

-147.3

%

Effective tax rate

 

41.3

%

 

 

3.1

%

 

 

 

 

 

 

49.8

%

 

 

13.0

%

 

 

 

 

Income tax expense for the three-month period ended September 30, 2014 was $3.9 million compared with an income tax expense of $0.2 million for the three-month period ended September 30, 2013. Income tax benefit for the nine-month period ended September 30, 2014 was $0.1 million compared with income tax expense of $0.2 million for the nine-month period ended September 30, 2013. In the fourth quarter of 2013, in consideration of all available positive and negative evidence, including our historical operating results, current financial condition, and potential future taxable income, we released substantially all of our valuation allowance on our deferred tax assets.  As such, for the three- and nine-month periods ended September 30, 2014, our effective tax rate approximated the U.S. federal statutory tax rate plus the impact of state taxes.

Liquidity and Capital Resources

As of September 30, 2014, we had $128.6 million in cash and cash equivalents, which consisted of cash, money market funds, and open commercial paper, and $109.7 million in marketable securities, which consisted of corporate bonds, municipal bonds, and certificates of deposit.  We classify our marketable securities as short-term regardless of contractual maturity based on our ability to liquidate such investments for use in current operations.  Additionally, we have an $85 million revolving line of credit, although we have made no draws on the line of credit to date.  As of September 30, 2014, we had no outstanding debt.  We believe that our existing cash and cash equivalents, marketable securities, and the cash surrender values of our company-owned life insurance policies, together with cash generated from operations, will be sufficient to fund our operations for at least the next 12 months.

Operating Activities

For the nine-month period ended September 30, 2014, operating activities generated $72.1 million in cash as a result of a net loss of $0.3 million, adjusted by non-cash items such as depreciation and amortization of $12.3 million, share-based compensation of $13.2 million, provision for doubtful accounts of $0.3 million, amortization of premium on marketable securities of $1.2 million, and a deferred income tax benefit of $0.1 million. An increase in deferred revenue related to the overall growth of our business provided operating cash of $26.7 million and we had an increase in operating cash as a result of changes in other operating assets and liabilities of $18.8 million.

28


 

For the nine-month period ended September 30, 2013, operating activities generated $51.8 million in cash as a result of a net income of $1.5 million (restated), adjusted by non-cash items such as depreciation and amortization of $9.5 million and share-based compensation of $7.9 million (restated). An increase in deferred revenue related to the overall growth of our business provided operating cash of $24.9 million and we had an increase in operating cash as a result of changes in other operating assets and liabilities of $7.7 million.

Investing Activities

For the nine-month period ended September 30, 2014, we used $11.1 million of cash to acquire property and equipment, primarily attributable to expansion of our office locations, invested net cash of $61.3 million in the purchase of marketable securities, and invested cash of $4.3 million in the purchase of company-owned life insurance policies.

For the nine-month period ended September 30, 2013, we invested $24.2 in marketable securities and used $5.3 million of cash to acquire property and equipment, primarily attributable to investments in infrastructure to enable continued scalable growth.

Financing Activities

For the nine-month period ended September 30, 2014, our financing activities generated net cash of $9.3 million as a result of cash received from the exercise of stock options and warrants of $10.1 million, offset by $0.8 million paid for employee withholding tax related to net distributions of restricted stock awards and restricted stock units.

For the nine-month period ended September 30, 2013, financing activities generated net cash of $11.4 million as a result of cash received from the exercise of stock options of $11.8 million, offset by cash used of $0.4 million related to the payment of debt issuance costs associated with the refinancing of our credit agreement.

Debt Obligations

Credit Agreement

On January 9, 2013, we refinanced our existing credit agreement and entered into a new credit agreement, or the Credit Agreement, with Bank of America, N.A. as administrative agent, swing line lender and issuer of letters of credit, Silicon Valley Bank as syndication agent, Merrill Lynch, Pierce, Fenner & Smith Incorporated as sole lead arranger and sole book manager, and the lenders from time to time party thereto.  We refer to the Credit Agreement and related documents as the Senior Credit Facility.

The Senior Credit Facility provides for an $85.0 million revolving line of credit, which we can increase to $110.0 million subject to the conditions set forth in the Credit Agreement. The revolving line of credit also includes a letter of credit subfacility of $10.0 million and a swing line loan subfacility of $5.0 million. The Senior Credit Facility has a maturity date of January 9, 2018. As of September 30, 2014, we had no debt outstanding under our Senior Credit Facility.  For the three- and nine-month periods ended September 30, 2014 and 2013, we paid an unused commitment fee of less than $0.1 million, which is included in interest expense in the condensed consolidated statements of operations.

Borrowings under the Senior Credit Facility bear interest at a per annum rate equal to, at our option, either (a) a base rate equal to the highest of (i) the Federal Funds Rate plus 0.50%, (ii) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate,” and (iii) the eurodollar rate for base rate loans plus 1.00%, plus an applicable rate ranging from 0.50% to 1.25%, or (b) the eurodollar rate for eurodollar rate loans plus an applicable rate ranging from 1.50% to 2.25%. The initial applicable rate is 0.50% for base rate loans and 1.50% for eurodollar rate loans, subject to adjustment from time to time based upon our achievement of a specified consolidated leverage ratio.

In addition to paying interest on the outstanding principal under the Senior Credit Facility, we are also required to pay a commitment fee to the administrative agent at a rate per annum equal to the product of (a) an applicable rate ranging from 0.25% to 0.50% multiplied by (b) the actual daily amount by which the aggregate revolving commitments exceed the sum of (1) the outstanding amount of revolving borrowings, and (2) the outstanding amount of letter of credit obligations. The initial applicable rate is 0.25%, subject to adjustment from time to time based upon our achievement of a specified consolidated leverage ratio.

We also will pay a letter of credit fee to the administrative agent for the account of each lender in accordance with its applicable percentage of a letter of credit for each letter of credit, which fee will be equal to the applicable rate then in effect, multiplied by the daily maximum amount available to be drawn under the letter of credit. The initial applicable rate for the letter of credit is 1.50%, subject to adjustment from time to time based upon our achievement of a specified consolidated leverage ratio.

29


 

We have the right to prepay our borrowings under the Senior Credit Facility from time to time in whole or in part, without premium or penalty, subject to the procedures set forth in the Senior Credit Facility.

All of our obligations under the Senior Credit Facility are unconditionally and jointly and severally guaranteed by each of our existing and future, direct or indirect, domestic subsidiaries, subject to certain exceptions. In addition, all of our obligations under the Senior Credit Facility, and the guarantees of those obligations, are secured, subject to permitted liens and certain other exceptions, by a first-priority lien on our and our subsidiaries’ tangible and intangible personal property, including a pledge of all of the capital stock of our subsidiaries.

The Senior Credit Facility requires us to maintain certain financial covenants. In addition, the Senior Credit Facility requires us to maintain all material proprietary databases and software with a third-party escrow agent in accordance with an escrow agreement that we reaffirmed in connection with the Senior Credit Facility. The Senior Credit Facility also contains certain affirmative and negative covenants limiting, among other things, additional liens and indebtedness, investments and distributions, mergers and acquisitions, liquidations, dissolutions, sales of assets, prepayments and modification of debt instruments, transactions with affiliates, and other matters customarily restricted in such agreements. The Senior Credit Facility also contains customary events of default, including payment defaults, breaches of representations and warranties, covenant defaults, cross defaults to other contractual agreements, events of bankruptcy and insolvency, and a change of control. As of September 30, 2014, we were in compliance with all financial covenants under the Senior Credit Facility.

As of September 30, 2014, we had an outstanding letter of credit issued in connection with the revolving line of credit in our Senior Credit Facility in the total amount of $0.1 million.

Off-Balance Sheet Arrangements

We do not engage in any off-balance sheet financing activities, nor do we have any interest in entities referred to as variable interest entities.

Contractual Obligations

There were no material changes in our commitments under contractual obligations to those disclosed in our Form 10-K/A for the fiscal year ended December 31, 2013.

Critical Accounting Policies

Our condensed consolidated financial statements are prepared in accordance with U.S. GAAP. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses, and related disclosures. These estimates form the basis for judgments we make about the carrying values of our assets and liabilities, which are not readily apparent from other sources. We base our estimates and judgments on historical experience and on various other assumptions that we believe are reasonable under the circumstances. On an ongoing basis, we evaluate our estimates and assumptions. Our actual results may differ from these estimates under different assumptions or conditions.

We believe that the assumptions and estimates associated with revenue recognition for payments and other fees, income taxes, and share-based compensation have the greatest potential impact on our condensed consolidated financial statements. Therefore, we consider these to be our critical accounting policies and estimates.

There have been no material changes to our critical accounting policies and estimates as compared to the critical accounting policies and estimates described in our Form 10-K/A for the fiscal year ended December 31, 2013.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

There have been no material changes in our primary market risk exposures or how those exposures are managed from the information disclosed in Part II, Item 7A of our Form 10-K/A.  For further discussion of quantitative and qualitative disclosures about market risk, reference is made to our Form 10-K/A.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of

30


 

September 30, 2014.  Our management, including our Chief Executive Officer and Chief Financial Officer, concluded that the deficiency in the control over the calculation of the volatility assumption within the Black-Scholes option pricing model used to compute our share-based compensation expense that management concluded was a material weakness, as described in Item 9A, Controls and Procedures – “Management’s Annual Report on Internal Control over Financial Reporting” included in the Form 10-K/A, also existed as of September 30, 2014.  As a result, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were not effective as of September 30, 2014.

In light of the material weakness referred to above, we performed additional analyses and procedures in order to conclude that our unaudited condensed consolidated financial statements in this Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 are fairly presented, in all material respects, in accordance with US GAAP.

Remediation Plan

We are in the process of remediating this material weakness by, among other things, implementing a process of additional enhanced review of estimates and calculations which impact our share based compensation expense.  The actions that we are taking are subject to ongoing senior management review, as well as Audit Committee oversight.  Although we plan to complete this remediation process as quickly as possible, we cannot at this time estimate how long it will take, and our initiatives may not prove to be successful in remediating this material weakness.

Management believes the foregoing efforts will effectively remediate the material weakness.  As we continue to evaluate and work to improve our internal control over financial reporting, management may execute additional measures to address potential control deficiencies or modify the remediation plan described above.  Management will continue to review and make necessary changes to the overall design of our internal controls.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the period covered by this Quarterly Report on Form 10-Q that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, misstatements, errors, and instances of fraud, if any, within our company have been or will be prevented or detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls also can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, internal controls may become inadequate as a result of changes in conditions, or through the deterioration of the degree of compliance with policies or procedures.

 

31


 

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

On September 25, 2012, Denise Richardson filed a complaint against our company and Todd Davis in the United States District Court for the Southern District of Florida. Ms. Richardson claims that she was improperly classified as an independent contractor instead of an employee and that we breached the terms of an alleged employment agreement. Ms. Richardson claims she is entitled to equitable relief, compensatory damages, liquidated damages, statutory penalties, punitive damages, interest, costs, and attorneys’ fees. On March 31, 2014, our motion to dismiss was granted in part and denied in part with the court dismissing nine of the ten counts that were subject to the motion to dismiss, including the single count against Mr. Davis.  On April 23, 2014, Ms. Richardson filed an amended complaint against our company and Mr. Davis again claiming that she was improperly classified as an independent contractor instead of an employee and that we breached the terms of an alleged employment agreement. Ms. Richardson claims she is entitled to equitable relief, compensatory damages, liquidated damages, statutory penalties, punitive damages, interest, costs, and attorneys’ fees.  On April 29, 2014, Mr. Davis and we filed a motion to dismiss all but one of the counts in such amended complaint.     On June 11, 2014, Ms. Richardson filed a Notice of Voluntary Dismissal by which she voluntarily dismissed her ERISA claims against us, as well as her only claim against Mr. Davis. As to the remaining claims, the court denied our motion to dismiss on Sept. 23, 2014 and we answered the amended complaint on October 14, 2014. In addition, the court has entered a scheduling order setting forth certain applicable deadlines for the case including the completion of all discovery by June 19, 2015 and the filing of dispositive motions by July 31, 2015.  A status conference is scheduled in the case for July 17, 2015.

On March 3, 2014, Dawn B. Bien, representing herself and seeking to represent a class of persons who acquired our securities from February 26, 2013 to February 19, 2014, inclusive, filed a complaint in United States District Court for the District of Arizona alleging violations of Sections 10(b) and 20(a) of the Exchange Act against us, Todd Davis, and Chris Power.  The Bien Complaint sought certification as a class action, compensatory damages, and attorneys’ fees and costs. On March 10, 2014, Joseph F. Scesny  also filed a class action complaint in the same court against the same parties that made substantively similar allegations and requested substantially similar relief as the Bien Complaint.  On June 16, 2014, the court consolidated the Scesny Complaint and the Bien Complaint into a single action captioned In re LifeLock, Inc. Securities Litigation.  The court also appointed a lead plaintiff and lead counsel.  On August 15, 2014, the lead plaintiff filed the Consolidated Amended Complaint against us, Mr. Davis, Mr. Power, and Hilary Schneider seeking to represent a class of persons who acquired our securities during the Class Period.  The Consolidated Amended Complaint alleges that we, along with Ms. Schneider and Messrs. Davis and Power, violated Sections 10(b) and 20(a) of the Exchange Act by making materially false or misleading statements, or failing to disclose material facts regarding certain of our business, operational, and compliance policies, including with regard to certain of our services, our data security program, and our and Mr. Davis’ compliance with the FTC Order, wherein we settled the FTC’s allegations challenging certain of our advertising and marketing practices.   The Consolidated Amended Complaint alleges that, as a result, certain public statements made by Ms. Schneider and Messrs. Davis and Power during the Class Period, and certain of our financial statements issued during the Class Period, were false and misleading.  The Consolidated Amended Complaint seeks certification as a class action, compensatory damages, and attorneys’ fees and costs.  On September 15, 2014, we, along with Ms. Schneider and Messrs. Davis and Power, filed a motion to dismiss the Consolidated Amended Complaint.   Pursuant to the court’s order of September 17, 2014, a hearing on our motion to dismiss will be held on December 1, 2014.  On October 15, 2014, the lead plaintiff filed a Memorandum In Opposition to our motion to dismiss.

On March 13, 2014, we received a request from the FTC for documents and information related to our compliance with the FTC Order.   Prior to our receipt of the FTC’s request, we met with FTC Staff on January 17, 2014, at our request, to discuss issues regarding allegations that have been asserted in a whistleblower claim against us relating to our compliance with the FTC Order.  On October 29, 2014, we completed our responses to the FTC’s March 13, 2014 request for information along with the FTC’s subsequent requests for clarification regarding certain information that we previously submitted.  The FTC may request additional information or clarification on the information submitted or may request that we discuss with the FTC to discuss the issues relating thereto.

On March 20, 2014, Michael D. Peters filed a complaint in United States District Court for the District of Arizona against our company, Kim Jones, and Cristy Schaan.  Mr. Jones is not affiliated with us.  Ms. Schaan is our Chief Information Security Officer.  In his complaint, Mr. Peters alleges that we violated the whistleblower protection provisions of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, and the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, by terminating Mr. Peters’ employment as a result of alleged disclosures that he made to us, and that Ms. Schaan defamed Mr. Peters.  Mr. Peters seeks from us two times his back pay, two times the value of certain stock options and bonus, moving expenses, damages for emotional harm and anxiety, damages for harm to reputation, litigation costs including attorneys’ fees, and interest, and sought from Ms. Schaan actual damages, punitive damages, and interest.  On April 21, 2014, we filed an answer, affirmative defenses, and counterclaims, answering Mr. Peters’ claim under the Sarbanes-Oxley Act and asserting counterclaims against Mr. Peters for fraud, negligent misrepresentation, breach of contract, and unjust enrichment, based on our allegations that we were induced to hire Mr. Peters by his false statements and misrepresentations regarding his employment history and seeking to recover actual and

32


 

consequential damages, punitive damages, attorneys’ fees, and the $15 signing bonus paid to Mr. Peters.  Mr. Peters answered our counterclaims on May 7, 2014.  On April 21, 2014, we also filed a motion to dismiss Mr. Peters’ claim under the Dodd-Frank Act.  On April 25, 2014, Ms. Schaan filed a motion to dismiss Mr. Peters’ claim against her.  On June 2, 2014, Mr. Peters filed a motion for judgment on the pleadings directed to our unjust enrichment counterclaim, one of the four counterclaims we brought against Mr. Peters.   The court ruled on all of the pending motions on September 19, 2014.  Ms. Schaan’s motion to dismiss the defamation claim against her was granted and she was dismissed from the case. Our motion and the motion filed by Mr. Peters and LifeLock were denied. In addition, Mr. Peters dismissed his claim against Mr. Jones pursuant to a settlement. On October 3, 2014, we filed an amended answer responding to both of the claims Mr. Peters asserted against us. The parties must submit a proposed Case Management Plan and proposed Scheduling Order by January 5, 2015 and a scheduling conference is scheduled for January 13, 2015.

We are subject to other legal proceedings and claims that have arisen in the ordinary course of business. Although there can be no assurance as to the ultimate disposition of these matters and the proceedings disclosed above, we believe, based upon the information available at this time, that a material adverse outcome related to these matters is neither probable nor estimable.

Item 1A. Risk Factors.

Investing in our common stock involves a high degree of risk.  Before deciding to invest in our common stock, you should carefully consider each of the risk factors described in “Part I – Item 1A. Risk Factors” in our Form 10-K/A for the fiscal year ended December 31, 2013, the amended and restated Risk Factor in “Part II – Item 1A. Risk Factors” in our Quarterly Report on Form 10-Q/A for the fiscal quarter ended June 30, 2014, and all information set forth in this Quarterly Report on Form 10-Q. Those risks and the risks described in this Quarterly Report on Form 10-Q, including in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, could materially harm our business, financial condition, operating results, cash flow, and prospects. If that occurs, the trading price of our common stock could decline, and you may lose all or part of your investment.

There have been no material changes to the Risk Factors described under “Part I – Item 1A. Risk Factors” in our Form 10-K/A for the fiscal year ended December 31, 2013 and under “Part II – Item 1A. Risk Factors” in our Quarterly Report on Form 10-Q/A for the fiscal quarter ended June 30, 2014.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

The following table provides information regarding our repurchases of common stock during the three-months ended September 30, 2014.  All of the shares of common stock were surrendered to us to satisfy tax withholding obligations associated with the vesting of restricted stock.

Period

Total Number of Shares Purchased

Average Price Paid per Share

Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs

Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs

July 1, 2014 – July 31, 2014

196

$13.61

August 1, 2014 – August 31, 2014

September 1, 2014 – September 30, 2014

3,429

$14.67

 

 

 

 

33


 

Item 6. Exhibits.

 

 

 

 

 

10.10A*

Fourth Amendment to Identity Protection Service Provider Agreement, dated as of July 3, 2014, by and between LifeLock, Inc. and Early Warning Services, LLC

 

31.1

Certification of Chief Executive Officer required by Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

31.2

Certification of Chief Financial Officer required by Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

32.1

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

32.2

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

101.INS

XBRL Instance Document

 

 

101.SCH

XBRL Taxonomy Extension Schema Document

 

 

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

 

 

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

 

 

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

 

 

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

 

*

Certain information in this exhibit has been omitted and filed separately with the Securities and Exchange Commission.  Confidential treatment has been requested with respect to the omitted portions.

 

 

 

 

 

34


 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

 

 

 

 

LIFELOCK, INC.

 

 

 

 

Date: November 10, 2014

 

By:

/s/ Todd Davis

 

 

Name:

Todd Davis

 

 

Title:

Chairman and Chief Executive Officer

 

 

 

(Principal Executive Officer)

 

 

 

 

Date: November 10, 2014

 

By:

/s/ Chris Power

 

 

Name:

Chris Power

 

 

Title:

Chief Financial Officer

 

 

 

(Principal Financial and Accounting Officer)

 

 

35