Form 8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 8-K

 


 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): October 19, 2005

 


 

VERISIGN, INC.

(Exact Name of Registrant as Specified in its Charter)

 


 

Delaware

(State or Other Jurisdiction of Incorporation)

 

000-23593   94-3221585
(Commission File Number)   (IRS Employer Identification No.)

 

487 East Middlefield Road, Mountain View, CA   94043
(Address of Principal Executive Offices)   (Zip Code)

 

(650) 961-7500

(Registrant’s Telephone Number, Including Area Code)

 

 

(Former Name or Former Address, if Changed Since Last Report)

 


 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 



Item 2.02. Results of Operations and Financial Condition.

 

On October 19, 2005, VeriSign, Inc. (“VeriSign” or the “Company”) announced its financial results for the quarter ended September 30, 2005 and certain other information. A copy of this press release is attached hereto as Exhibit 99.1.

 

The information in this Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Use of Non-GAAP Financial Information

 

VeriSign provides quarterly and annual financial statements that are prepared in accordance with generally accepted accounting principles (GAAP). Along with this information, we typically disclose and discuss certain non-GAAP financial information in our quarterly earnings releases, on investor conference calls and during investor conferences and related events. This non-GAAP financial information does not include the following types of financial measures that are included in GAAP: amortization and write-down of goodwill and intangible assets related to acquisitions, in-process research and development, stock-based compensation charges related to acquisitions, litigation settlements, restructuring and other recoveries/charges, and the net gain on the sale of investments or the impairment of investments. Management believes that this non-GAAP financial data supplements our GAAP financial by providing investors with additional information which allows them to have a clearer picture of the company’s core recurring operations. The presentation of this additional information is not meant to be considered in isolation or as a substitute for results prepared in accordance with GAAP. We believe that the non-GAAP information enhances the investors’ overall understanding of our financial performance and the comparability of the company’s operating results from period to period. In the press release attached hereto to as Exhibit 99.1, we have provided a reconciliation of the non-GAAP financial information that we provide each quarter with the comparable financial information reported in accordance with GAAP for the given period.

 

Item 9.01. Financial Statements and Exhibits.

 

  (c) Exhibits.

 

99.1   Text of press release of VeriSign, Inc. issued on October 19, 2005.

 

2


SIGNATURE

 

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

 

    VERISIGN, INC.
Date: October 19, 2005   By:  

/s/ James M. Ulam


        James M. Ulam
        Senior Vice President, General Counsel and Secretary

 

3


Exhibit Index

 

Exhibit No.

 

Description


Exhibit 99.1   Text of press release of VeriSign, Inc. issued on October 19, 2005.

 

4

Press Release

Exhibit 99.1

 

LOGO

 

VeriSign Reports Third Quarter 2005 Results

 

MOUNTAIN VIEW, CA – October 19, 2005 – VeriSign, Inc. (Nasdaq: VRSN), the leading provider of intelligent infrastructure services for the Internet and telecommunications networks, today reported its results for the third quarter ended September 30, 2005.

 

VeriSign reported revenue of $415 million for the third quarter of 2005, a 28 percent increase compared to the same period of 2004. On a GAAP basis, VeriSign reported net income of $45 million for the third quarter 2005 and earnings per share of $0.17 per diluted share. This compares with net income of $40 million and earnings per share of $.16 per diluted share for the same period of 2004.

 

On a non-GAAP basis, using a 30% effective tax rate on non-GAAP pre-tax income of $102 million, earnings per share for the third quarter was $0.27 per diluted share, as compared to non-GAAP pre-tax income of $69 million and earnings per diluted share of $0.19 for the same period in 2004. These non-GAAP results exclude the following items, which are included under GAAP: amortization of intangible assets, acquired in-process research and development, stock-based compensation charges, litigation settlements, restructuring and other reversals/charges, and the net gain or loss on the sale of investments or the impairment of investments. A table reconciling the non-GAAP to GAAP numbers reported above is appended to this release.

 

“Our third quarter results were mixed with strong demand across our Internet and core Communications Services, offset by a shortfall in revenues from the Mobile Content business,” said Stratton Sclavos, Chairman and Chief Executive Officer of VeriSign. “Although the short-term trends have proven difficult to forecast, we continue to be excited about the long term opportunity in Mobile Content and believe that we are strongly positioned as the leading global platform for these services.”

 

“The solid performance in the Internet and core Communications businesses, coupled with discipline in managing our expenses, allowed us to overcome the reduced content revenue and achieve record operating income for the quarter,” said Dana Evan, Chief Financial Officer of VeriSign. “Strong operating cash flow of $126 million in Q3 helped to fund our repurchase of 9 million shares of common stock during the quarter for an aggregate value of $215 million while we still exited the period with cash balances of approximately $800 million.”

 

Within VeriSign’s Internet Services Group (ISG), the VeriSign Security Services (VSS) business announced a strategic alliance with eBay that calls for the two companies to collaborate on payment services and security initiatives for e-commerce. Under the terms of the agreement, PayPal, an eBay subsidiary, will acquire VeriSign’s payment gateway business for $370 million, and the companies have signed a multi-year security technology agreement that calls for eBay to invest in the deployment of VeriSign technologies that protect online identities and transactions. The security technology agreement includes the purchase of up to one million two-factor authentication tokens. VeriSign Japan (VSJ), a majority owned subsidiary of VeriSign Inc., announced the acquisition of SiteRock as part of the continued expansion of its Managed Security Services offerings. The acquisition was completed in October for approximately $51 million in cash.


The VeriSign Naming and Directory Services (VNDS) business continued to see its active domain names under management achieve record levels as new registrations and renewal rates remained strong. As part of VeriSign’s strategy to strengthen its support for real-time web services, VNDS announced two acquisitions. First, VNDS announced the acquisition of Weblogs.com and its ping server service to provide more stable and reliable communications on behalf of the Internet’s blogosphere. VNDS plans to use the ping service to increase the reliability and intelligence of the content distribution network of recently announced acquisition, Moreover Technologies, a wholesale aggregator of real-time content for news and business information.

 

The VeriSign Communications Services (VCS) business continued to strengthen its portfolio of products and customer relationships. The Communications and Commerce lines of business within VCS announced several customer trials of the VeriSign Wireless IP Connect Services that provides a single, cellular-Wi-Fi interconnection point that resolves interoperability issues across disparate networks. In the third quarter, the VCS Content business expanded the availability of Jamster! content services to Sprint and Cincinnati Bell customers in the United States.

 

Additional Financial Information

 

    VeriSign ended the third quarter with Cash, Cash Equivalents, Restricted Cash and Short-term Investments of $799 million.

 

    Cash flow from operations was $126 million for the third quarter of 2005.

 

    Deferred revenue on the balance sheet was $493 million as of September 30, 2005, up $16 million or 3% over Q2.

 

    Net days sales outstanding (Net DSO), which takes into account the change in deferred revenue balance, was 51 days for Q3 down modestly from 52 days in Q2.

 

    Capital expenditures for the third quarter of 2005 were approximately $27 million, relatively consistent with the $29 million in the second quarter of 2005.

 

    Non-GAAP operating income was $97 million, up approximately 5% from $92 million in the second quarter of 2005 and up over 50% year over year.

 

Internet Services Group

 

    The Internet Services Group (ISG) – which includes VeriSign’s Security, Payments, and Naming & Directory services – delivered $177 million of revenue in the third quarter of 2005. The results for the third quarter included sequential growth in both VeriSign’s Security Services (VSS) and VeriSign’s Naming & Directory Services (VNDS) businesses.

 

    VeriSign’s Web site certificate business issued approximately 122,000 new and renewed certificates in Q3, ending the quarter with a base of more than 479,000 certificates, up from 471,000 at the end of the second quarter of 2005.

 

    VeriSign’s Naming & Directory Services business ended the third quarter with 46.7 million active domain names in .com and .net, a net increase of approximately 2.5 million names over Q2.

 

Communications Services Group

 

    VeriSign’s Communications Services (VCS) Group – which provides intelligent communications, commerce and content services to telecommunications carriers and next generation service providers – delivered revenues of $238 million in the third quarter of 2005, down 14% from the second quarter of 2005. The Communications and Commerce group generated revenues of $107 million, up 5% sequentially, while the Content group generated revenues of $131 million, a 25% decrease over Q2 and an increase of 78% year over year.


    VeriSign’s Communications Services Group ended Q3 with a base of approximately 7.2 million wireless billing customer subscribers, an increase of approximately 13% year over year.

 

    The VCS business supported 14.4 billion database queries in Q3 2005, up 13% year over year.

 

Today’s Conference Call

 

VeriSign will be hosting a teleconference call today at 2:00 pm (PST) to review the third quarter results. The call will be accessible by direct dial at (800) 946-0782 (US) or (719) 457-2657 (international). A listen-only live webcast of the Q3 earnings conference call will also be available at www.verisign.com and www.streetevents.com. A replay of this call will be available at (888) 203-1112 (passcode: 8840049) or (719) 457-0820 (international) beginning at 5:00 pm (PST) on October 19th and will run through October 26th. This press release and the financial information discussed on today’s conference call are available on the company’s website at www.verisign.com under the Investor Relations site.

 

About VeriSign

 

VeriSign, Inc. (Nasdaq: VRSN), operates intelligent infrastructure services that enable and protect billions of interactions every day across the world’s voice and data networks. Additional news and information about the company is available at www.verisign.com.

 

Contacts

 

Media Relations: Brian O’Shaughnessy, boshaughnessy@verisign.com, 650-426-5270

 

Investor Relations: Tom McCallum, tmccallum@verisign.com, 650-426-3744

 

###

 

Statements in this announcement other than historical data and information constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements involve risks and uncertainties that could cause VeriSign’s actual results to differ materially from those stated or implied by such forward-looking statements. The potential risks and uncertainties include, among others, the uncertainty of future revenue and profitability and potential fluctuations in quarterly operating results due to such factors as increasing competition and pricing pressure from competing services offered at prices below our prices and market acceptance of our existing services, the inability of VeriSign to successfully develop and market new services and the uncertainty of whether new services as provided by VeriSign will achieve market acceptance or result in any revenues and the risk that the VeriSign and Jamba! businesses as well as other acquired businesses will not be integrated successfully and unanticipated costs of such integration. More information about potential factors that could affect the company’s business and financial results is included in VeriSign’s filings with the Securities and Exchange Commission, including in the company’s Annual Report on Form 10-K for the year ended December 31, 2004 and quarterly reports on Form 10-Q. VeriSign undertakes no obligation to update any of the forward-looking statements after the date of this press release.


VERISIGN, INC. AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

(Unaudited)

 

     September 30,
2005


    December 31,
2004


 
Assets                 

Current assets:

                

Cash and cash equivalents

   $ 309,944     $ 330,641  

Short-term investments

     438,236       406,784  

Accounts receivable, net

     271,210       198,317  

Prepaid expenses and other current assets

     90,191       51,324  

Deferred tax assets

     17,290       19,057  
    


 


Total current assets

     1,126,871       1,006,123  
    


 


Property and equipment, net

     528,291       512,621  

Goodwill

     1,006,441       725,427  

Other intangible assets, net

     224,981       243,838  

Restricted cash

     50,972       51,518  

Long-term note receivable

     25,800       39,956  

Long-term investments

     6,305       6,809  

Other assets

     9,477       6,582  
    


 


Total long-term assets

     1,852,267       1,586,751  
    


 


Total assets

   $ 2,979,138     $ 2,592,874  
    


 


Liabilities and Stockholders’ Equity                 

Current liabilities:

                

Accounts payable and accrued liabilities

   $ 476,151     $ 382,025  

Accrued restructuring costs

     8,354       11,696  

Deferred revenue

     369,689       305,874  
    


 


Total current liabilities

     854,194       699,595  
    


 


Long-term deferred revenue

     123,646       107,595  

Long-term restructuring costs

     11,837       19,276  

Other long-term liabilities

     5,550       6,815  

Deferred tax liability

     20,942       31,319  
    


 


Total long-term liabilities

     161,975       165,005  
    


 


Total liabilities

     1,016,169       864,600  
    


 


Minority interest in subsidiaries

     39,495       36,277  

Commitments and contingencies

                

Stockholders’ equity:

                

Preferred stock - par value $.001 per share Authorized shares: 5,000,000 Issued and outstanding shares: none

     —         —    

Common stock - par value $.001 per share Authorized shares: 1,000,000,000 Issued and outstanding shares: 257,228,503 and 253,341,383 (excluding 16,296,427 and 6,164,017 shares held in treasury at September 30, 2005 and December 31, 2004, respectively )

     257       253  

Additional paid-in capital

     23,362,993       23,253,111  

Unearned compensation

     (13,221 )     (6,127 )

Accumulated deficit

     (21,418,785 )     (21,553,829 )

Accumulated other comprehensive loss

     (7,770 )     (1,411 )
    


 


Total stockholders’ equity

     1,923,474       1,691,997  
    


 


Total liabilities and stockholders’ equity

   $ 2,979,138     $ 2,592,874  
    


 



VERISIGN, INC. AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share data)

(Unaudited)

 

     Three Months Ended September 30,

    Nine Months Ended September 30,

 
     2005

    2004

    2005

    2004

 

Revenues

   $ 414,766     $ 325,311     $ 1,260,587     $ 810,469  
    


 


 


 


Costs and expenses:

                                

Cost of revenues

     129,281       121,945       390,678       315,662  

Sales and marketing

     116,817       73,216       386,611       160,233  

Research and development

     27,460       17,697       76,451       49,657  

General and administrative

     49,883       49,488       142,205       123,322  

Restructuring and other charges (reversals)

     537       7,739       (1,471 )     19,620  

Amortization of intangible assets

     26,235       22,790       73,896       56,123  

Acquired in-process research and development

     1,800       —         6,100       —    
    


 


 


 


Total costs and expenses

     352,013       292,875       1,074,470       724,617  
    


 


 


 


Operating income

     62,753       32,436       186,117       85,852  

Other income, net

     14,419       1,334       43,780       3,903  

Minority interest in net income of subsidiaries

     (1,221 )     (748 )     (3,397 )     (1,876 )
    


 


 


 


Income before income taxes

     75,951       33,022       226,500       87,879  

Income tax expense (benefit)

     31,377       (7,376 )     91,456       16,466  
    


 


 


 


Net income

   $ 44,574     $ 40,398     $ 135,044     $ 71,413  
    


 


 


 


Net income per share:

                                

Basic

   $ 0.17     $ 0.16     $ 0.52     $ 0.29  
    


 


 


 


Diluted

   $ 0.17     $ 0.16     $ 0.51     $ 0.28  
    


 


 


 


Shares used in per share computation:

                                

Basic

     260,288       254,146       259,254       249,306  
    


 


 


 


Diluted

     266,201       259,728       267,045       255,052  
    


 


 


 



VERISIGN, INC. AND SUBSIDIARIES

 

STATEMENTS OF INCOME RECONCILIATION

(Unaudited)

 

     Three Months Ended September 30,

 
     2005

    2004

 

Statement of Income Reconciliation

                

(in thousands, except per share data)

                

Net income on a GAAP basis

   $ 44,574     $ 40,398  

Amortization of intangible assets

     26,235       22,790  

Acquired in-process research and development

     1,800       —    

Stock-based compensation expense

     819       749  

Litigation settlements

     4,550       —    

Restructuring and other charges

     537       7,739  

Net (gain) loss and/or impairment on investments

     (8,169 )     4,599  

Income tax expense (benefit)

     31,377       (7,376 )
    


 


Non-GAAP income before income taxes

     101,723       68,899  

Non-GAAP tax rate of 30% in lieu of the GAAP rate

     (30,517 )     (20,670 )
    


 


Net income on a non-GAAP basis

   $ 71,206     $ 48,229  
    


 


Statement of Income Reconciliation per Share

                

Diluted net income per share on a GAAP basis

   $ 0.17     $ 0.16  

Amortization of intangible assets

     0.10       0.09  

Acquired in-process research and development

     0.01       —    

Stock-based compensation expense

     —         —    

Litigation settlements

     0.02       —    

Restructuring and other charges

     —         0.03  

Net (gain) loss and/or impairment on investments

     (0.03 )     0.02  

Non-GAAP tax rate of 30% in lieu of the GAAP rate

     —         (0.11 )
    


 


Diluted net income per share on a non-GAAP basis

   $ 0.27     $ 0.19  
    


 


Shares used in calculation of net income per share

     266,201       259,728  

 

VeriSign provides quarterly and annual financial statements that are prepared in accordance with generally accepted accounting principles (GAAP). Along with this information, we typically disclose and discuss certain non-GAAP financial information in our quarterly earnings releases, on investor conference calls and during investor conferences and related events. This non-GAAP financial information does not include the following types of financial measures that are included in GAAP: amortization of intangible assets, acquired in-process research and development, stock-based compensation charges, litigation settlements, restructuring and other charges, and the net (gain) loss on the sale of investments the impairment of investments. The non-GAAP financial information is also adjusted for a 30% tax rate which differs from the GAAP tax rate.

 

Management believes that this non-GAAP financial data supplements our GAAP financial data by providing investors with additional information which allows them to have a clearer picture of the company’s core operations. The presentation of this additional information is not meant to be considered in isolation or as a substitute for results prepared in accordance with GAAP. We believe that the non-GAAP information enhances the investors’ overall understanding of our financial performance and the comparability of the company’s operating results from period to period. Above, we have provided a reconciliation of the non-GAAP financial information that we provide each quarter with the comparable financial information reported in accordance with GAAP for the given period.


VERISIGN, INC. AND SUBSIDIARIES

 

STATEMENTS OF INCOME RECONCILIATION

(Unaudited)

 

     Nine Months Ended September 30,

 
     2005

    2004

 

Statement of Income Reconciliation

                

(in thousands, except per share data)

                

Net income on a GAAP basis

   $ 135,044     $ 71,413  

Amortization of intangible assets

     73,896       56,123  

Acquired in-process research and development

     6,100       —    

Stock-based compensation expense

     2,357       1,677  

Litigation settlements

     4,550       —    

Restructuring and other (reversals) charges

     (1,471 )     19,620  

Net (gain) loss and/or impairment on investments

     (10,386 )     8,243  

Income tax expense

     91,456       16,466  
    


 


Non-GAAP income before income taxes

     301,546       173,542  

Non GAAP tax rate of 30% in lieu of the GAAP rate

     (90,464 )     (52,063 )
    


 


Net income on a non-GAAP basis

   $ 211,082     $ 121,479  
    


 


Statement of Income Reconciliation per Share

                

Diluted net income per share on a GAAP basis

   $ 0.51     $ 0.28  

Amortization of intangible assets

     0.28       0.22  

Acquired in-process research and development

     0.02       —    

Stock-based compensation expense

     0.01       0.01  

Litigation settlements

     0.02       —    

Restructuring and other (reversals) charges

     (0.01 )     0.08  

Net (gain) loss and/or impairment on investments

     (0.04 )     0.03  

Non GAAP tax rate of 30% in lieu of the GAAP rate

     —         (0.14 )
    


 


Diluted net income per share on a non-GAAP basis

   $ 0.79     $ 0.48  
    


 


Shares used in calculation of net income per share

     267,045       255,052  

 

VeriSign provides quarterly and annual financial statements that are prepared in accordance with generally accepted accounting principles (GAAP). Along with this information, we typically disclose and discuss certain non-GAAP financial information in our quarterly earnings releases, on investor conference calls and during investor conferences and related events. This non-GAAP financial information does not include the following types of financial measures that are included in GAAP: amortization of intangible assets, acquired in-process research and development, stock-based compensation charges, litigation settlements, restructuring and other (reversals) charges, and the net (gain) loss on the sale of investments the impairment of investments. The non-GAAP financial information is also adjusted for a 30% tax rate which differs from the GAAP tax rate.

 

Management believes that this non-GAAP financial data supplements our GAAP financial data by providing investors with additional information which allows them to have a clearer picture of the company’s core operations. The presentation of this additional information is not meant to be considered in isolation or as a substitute for results prepared in accordance with GAAP. We believe that the non-GAAP information enhances the investors’ overall understanding of our financial performance and the comparability of the company’s operating results from period to period. Above, we have provided a reconciliation of the non-GAAP financial information that we provide each quarter with the comparable financial information reported in accordance with GAAP for the given period.


VERISIGN, INC. AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

 

     Nine Months Ended
September 30,


 
     2005

    2004

 

Cash flow from operating activities:

                

Net income

   $ 135,044     $ 71,413  

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

                

Depreciation and amortization of property and equipment

     64,930       65,182  

Amortization of intangible assets

     73,896       56,123  

Acquired in-process research and development

     6,100       —    

Provision for doubtful accounts

     3,729       2,194  

Non-cash restructuring and other charges

     681       17,962  

Net (gain) loss on sale and impairment of investments

     (8,265 )     8,266  

Minority interest in net income of subsidiary

     3,025       1,877  

Tax benefit associated with stock options

     19,538       872  

Deferred income taxes

     (7,730 )     —    

Amortization of unearned compensation

     4,344       2,402  

Loss on disposal of property and equipment

     186       —    

Changes in operating assets and liabilities:

                

Accounts receivable

     (65,528 )     (50,794 )

Prepaid expenses and other current assets

     (35,546 )     3,224  

Accounts payable and accrued liabilities

     71,228       (9,948 )

Deferred revenue

     73,873       61,609  
    


 


Net cash provided by operating activities

     339,505       230,382  
    


 


Cash flow from investing activities:

                

Purchases of investments

     (256,967 )     (323,150 )

Proceeds from maturities and sales of investments

     231,136       337,726  

Purchases of property and equipment

     (73,255 )     (57,005 )

Net cash paid in business combinations

     (56,733 )     (246,356 )

Payment received on long-term note receivable and dividend

     16,609       —    

Merger related costs

     (9,920 )     (7,324 )

Other assets

     (5,381 )     (2,844 )
    


 


Net cash used in investing activities

     (154,511 )     (298,953 )
    


 


Cash flow from financing activities:

                

Proceeds from issuance of common stock from option exercises and employee stock purchase plan

     56,644       39,530  

Purchase of common stock

     (257,121 )     (34,935 )

Proceeds from sale of stock from consolidated subsidiary

     605       824  

Payment of long-term liabilities

     (1,650 )     (3,825 )
    


 


Net cash (used in) provided by financing activities

     (201,522 )     1,594  
    


 


Effect of exchange rate changes

     (4,169 )     (3,169 )
    


 


Net decrease in cash and cash equivalents

     (20,697 )     (70,146 )

Cash and cash equivalents at beginning of period

     330,641       301,593  
    


 


Cash and cash equivalents at end of period

   $ 309,944     $ 231,447