Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 28, 2010

 

 

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 April 28, 2010, VeriSign, Inc. (“VeriSign” or the “Company”) announced its financial results for the fiscal quarter ended March 31, 2010 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 Exchange 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: discontinued operations, non-core businesses in continuing operations, stock-based compensation, amortization of other intangible assets, impairments of goodwill and other intangible assets, restructuring costs and non-cash interest expense. Non-GAAP financial information is also adjusted for a 30% tax rate which differs from the GAAP tax rate. All non-GAAP figures for each period presented in Exhibit 99.1 have been conformed to exclude the foregoing items under GAAP. Prior disclosures of non-GAAP figures may not exclude these same items and as such should not be used for comparison purposes.

Management believes that this non-GAAP financial data supplements our GAAP financial data by providing investors with additional information that 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. 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.

 

  (d) Exhibits.

 

  99.1   Text of press release of VeriSign, Inc. issued on April 28, 2010.

 

2


SIGNATURES

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

 

   VERISIGN, INC.
Date: April 28, 2010    By:   

/s/ Luci Altman

      Luci Altman
      Vice President and Associate General Counsel

 

3


Exhibit Index

 

Exhibit No.

 

Description

Exhibit 99.1   Text of press release of VeriSign, Inc. issued on April 28, 2010.

 

4

Press Release

Exhibit 99.1

LOGO

VeriSign Reports First Quarter 2010 Results

Company Highlights Record New Domain Name Registrations

MOUNTAIN VIEW, CA – April 28, 2010 – VeriSign, Inc. (NASDAQ: VRSN), the trusted provider of Internet infrastructure services, today reported financial results for the first quarter ended March 31, 2010.

First Quarter GAAP Financial Results

VeriSign, Inc. and subsidiaries (“VeriSign”) reported revenue of $264 million from continuing operations for the first quarter of 2010, up 1% from the prior quarter and up 4% from the same quarter in 2009. VeriSign reported net income attributable to VeriSign, Inc. stockholders of $51 million and earnings per share attributable to VeriSign, Inc. stockholders of $0.28 on a diluted basis for the first quarter of 2010, compared to net income attributable to VeriSign, Inc. stockholders of $65 million and earnings per share attributable to VeriSign, Inc. stockholders of $0.34 on a diluted basis in the same quarter in 2009. The operating margin for the first quarter of 2010 was 33.6% compared to 29.5% in the same quarter in 2009.

VeriSign reported segment revenue for Internet Infrastructure and Identity Services (“3IS”), or the “core” businesses of Naming Services and Authentication Services, of $263 million for the first quarter of 2010, up 1% from the prior quarter and up 4% from the same quarter in 2009. The non-core CPS business reported $1 million of revenue as part of continuing operations during the first quarter of 2010.

“Our first quarter results are a positive start to the year and reflect an improving economic environment,” said Mark McLaughlin, president and chief executive officer of VeriSign. “We are executing well, and we will continue to focus on leveraging VeriSign’s core strengths as a provider of Internet infrastructure services.”

First Quarter Non-GAAP Financial Results

For its core businesses, VeriSign reported net income attributable to VeriSign, Inc. stockholders of $69 million and earnings per share attributable to VeriSign, Inc. stockholders of $0.37 on a diluted basis for the first quarter of 2010, compared to net income attributable to VeriSign, Inc. stockholders of $62 million and earnings per share attributable to VeriSign, Inc. stockholders of $0.32 on a diluted basis in the same quarter in 2009. The operating margin for the first quarter of 2010 was 39.8% compared to 36.8% in the same quarter in 2009. A table reconciling the GAAP to the non-GAAP results (which excludes items described below) is appended to this release.

“Our continued execution and operational discipline this quarter enabled us to optimize profitability,” said Brian Robins, chief financial officer of VeriSign. “In addition, we were able to further strengthen our balance sheet as we generated healthy operating cash flow of $101 million.”

Financial Highlights

 

   

Naming Services delivered revenue of $162 million in the first quarter of 2010, up 9% from the same quarter in 2009. Authentication Services delivered revenue of $102 million in the first quarter of 2010, down 2% from the same quarter in 2009.

   

VeriSign ended the first quarter with Cash, Cash Equivalents, Marketable Securities and Restricted Cash of $1.552 billion, an increase of $73 million from the prior quarter and an increase of $608 million from the same quarter in 2009. As of March 31, 2010, VeriSign held Marketable Securities of approximately $460 million.


   

In the first quarter, VeriSign repurchased 2.1 million shares of its common stock for a cost of approximately $50 million.

   

Cash flow from operations was $101 million for the first quarter, after giving effect to a classification of $8 million of excess tax benefits associated with stock-based compensation as financing cash flows.

   

Deferred revenue on March 31, 2010 totaled $924 million for continuing operations, an increase of $36 million from the prior quarter and $52 million from the same quarter in 2009.

   

Capital expenditures were $20 million in the first quarter.

   

Net Days Sales Outstanding (DSO) was 17 days in the first quarter of 2010, down from 21 days the prior quarter.

Business and Corporate Highlights

 

   

VeriSign Naming Services ended the quarter with approximately 99.3 million active domain names in the adjusted zone for .com and .net, representing a 7% increase year-over-year.

   

In the first quarter, VeriSign added 8.1 million new domain name registrations, a record in quarterly new registrations.

   

VeriSign Business Authentication Services ended the quarter with 1.25 million SSL certificates in the installed base, an increase of 9% over the same quarter last year.

   

During the quarter, VeriSign announced the launch of Project Apollo, which is a 10-year initiative to strengthen and scale the .com and .net infrastructure, intended to grow the current infrastructure capacity 1,000 times from today’s level to enable the processing of 4 quadrillion queries per day by 2020.

   

VeriSign reports an average daily query load of 54 billion in the quarter, compared to 52 billion in the prior quarter and 38 billion in the same quarter in 2009.

   

In February, VeriSign introduced the VeriSign Trust Seal, a product that we expect will increase confidence, traffic and transactions for web sites that do not require SSL certificates. The VeriSign Trust Seal also offers customers a daily malware scan and is integrated within certain search results.

   

VeriSign ended the first quarter of 2010 with approximately 2,200 employees, down from 2,300 in the prior quarter.

Non-GAAP Items

Non-GAAP financial results exclude the following items that are included under GAAP: discontinued operations, non-core businesses in continuing operations, stock-based compensation, amortization of other intangible assets, impairments of goodwill and other intangible assets, restructuring costs and non-cash interest expense. Non-GAAP financial information is also adjusted for a 30% tax rate which differs from the GAAP tax rate. A table reconciling the GAAP to non-GAAP net income is appended to this release. All non-GAAP figures for each period presented herein have been conformed to exclude the foregoing items under GAAP. Prior disclosures of non-GAAP figures may not exclude these same items and as such should not be used for comparison purposes.

Today’s Conference Call

VeriSign will host a live teleconference call today at 2:00 p.m. (PDT) to review the first quarter results. The call will be accessible by direct dial at (888) 676-VRSN (US) or (913) 312-1273 (international). A listen-only live web cast and accompanying slide presentation of the earnings conference call will also be available at http://investor.verisign.com. A replay of this call will be available at (888) 203-1112 or (719) 457-0820 (passcode: 4121587) beginning at 5:00 p.m. (PDT) on April 28 and will run through May 6. This press release and the financial information discussed on today’s conference call are available on the Investor Relations section of the VeriSign website at http://investor.verisign.com.

About VeriSign

VeriSign, Inc. (NASDAQ: VRSN) is the trusted provider of Internet infrastructure services for the networked world. Billions of times each day, VeriSign helps companies and consumers all over the world engage in communications and commerce with confidence. Additional news and information about the company is available at www.verisign.com.


VRSNF

###

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 as amended and Section 21E of the Securities Exchange Act of 1934 as amended. 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; the current global economic downturn; challenges to ongoing privatization of Internet administration; new or existing governmental laws and regulations; changes in customer behavior; the inability of VeriSign to successfully develop and market new services; the uncertainty of whether our new services, including the VeriSign Trust Seal, will achieve market acceptance or result in any revenues; system interruptions; security breaches; attacks on the Internet by hackers, viruses, or intentional acts of vandalism; challenges to the building of trust on the Internet; the uncertainty of the expense and duration of transition services and requests for indemnification relating to completed divestitures; and the uncertainty of whether Project Apollo will achieve its stated objectives. 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, 2009, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. VeriSign undertakes no obligation to update any of the forward-looking statements after the date of this announcement.

Contacts

Investor Relations: Nancy Fazioli, ir@verisign.com, 650-426-5146

Media Relations: Brad Williams, brwilliams@verisign.com, 650-426-5298


VERISIGN, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

(Unaudited)

 

      March 31,
2010
    December 31,
2009
 
ASSETS     

Current assets:

    

Cash and cash equivalents

   $ 1,090,030      $ 1,477,166   

Marketable securities

     460,401        185   

Accounts receivable, net

     58,528        63,133   

Prepaid expenses and other current assets

     134,481        168,574   
                

Total current assets

     1,743,440        1,709,058   
                

Property and equipment, net

     398,563        403,821   

Goodwill

     288,399        289,980   

Other intangible assets, net

     19,671        22,420   

Other assets

     42,115        44,865   
                

Total long-term assets

     748,748        761,086   
                

Total assets

   $ 2,492,188      $ 2,470,144   
                
LIABILITIES AND STOCKHOLDERS’ EQUITY     

Current liabilities:

    

Accounts payable and accrued liabilities

   $ 180,259      $ 243,967   

Deferred revenues

     668,582        642,507   
                

Total current liabilities

     848,841        886,474   
                

Long-term deferred revenues

     255,374        245,734   

Convertible debentures, including contingent interest derivative

     575,545        574,378   

Other long-term liabilities

     179,982        164,894   
                

Total long-term liabilities

     1,010,901        985,006   
                

Total liabilities

     1,859,742        1,871,480   
                

Commitments and contingencies

    

Stockholders’ equity:

    

VeriSign, Inc. 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: 182,410,456 excluding 126,679,737 held in treasury, at March 31, 2010; and 183,299,463 excluding 124,434,684 held in treasury, at December 31, 2009

     309        308   

Additional paid-in capital

     21,719,214        21,736,209   

Accumulated deficit

     (21,143,079     (21,194,435

Accumulated other comprehensive income

     7,038        7,659   
                

Total VeriSign, Inc. stockholders’ equity

     583,482        549,741   

Noncontrolling interest in subsidiary

     48,964        48,923   
                

Total stockholders’ equity

     632,446        598,664   
                

Total liabilities and stockholders’ equity

   $ 2,492,188      $ 2,470,144   
                


VERISIGN, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)

 

      Three Months Ended
March 31,
 
      2010     2009  

Revenues

   $ 264,402      $ 253,557   
                

Costs and expenses

    

Cost of revenues

     59,729        62,879   

Sales and marketing

     48,699        38,189   

Research and development

     20,382        21,783   

General and administrative

     43,755        48,630   

Restructuring and other charges, net

     363        3,998   

Amortization of other intangible assets

     2,749        3,221   
                

Total costs and expenses

     175,677        178,700   
                

Operating income

     88,725        74,857   

Other loss, net

     (6,933     (4,340
                

Income from continuing operations before income taxes

     81,792        70,517   

Income tax expense

     (27,798     (23,200
                

Income from continuing operations, net of tax

     53,994        47,317   

(Loss) income from discontinued operations, net of tax

     (1,554     18,198   
                

Net income

     52,440        65,515   

Less: Net income attributable to noncontrolling interest in subsidiary

     (1,084     (495
                

Net income attributable to VeriSign, Inc. stockholders

   $ 51,356      $ 65,020   
                

Basic income per share attributable to VeriSign, Inc. stockholders from:

    

Continuing operations

   $ 0.29      $ 0.24   

Discontinued operations

     (0.01     0.10   
                

Net income

   $ 0.28      $ 0.34   
                

Diluted income per share attributable to VeriSign, Inc. stockholders from:

    

Continuing operations

   $ 0.29      $ 0.24   

Discontinued operations

     (0.01     0.10   
                

Net income

   $ 0.28      $ 0.34   
                

Shares used to compute net income per share attributable to VeriSign, Inc. stockholders:

    

Basic

     183,174        192,311   
                

Diluted

     184,259        192,804   
                

Amounts attributable to VeriSign, Inc. stockholders:

    

Income from continuing operations, net of tax

   $ 52,910      $ 46,822   

(Loss) Income from discontinued operations, net of tax

     (1,554     18,198   
                

Net income attributable to VeriSign, Inc. stockholders

   $ 51,356      $ 65,020   
                

The following table presents the classification of stock-based compensation:

    

Cost of revenues

   $ 1,793      $ 1,658   

Sales and marketing

     2,811        2,427   

Research and development

     1,873        1,481   

General and administrative

     5,527        5,277   

Restructuring and other charges, net

     202        723   
                

Stock-based compensation for continuing operations

     12,206        11,566   

Discontinued operations

     (121     2,362   
                

Total stock-based compensation

   $ 12,085      $ 13,928   
                


VERISIGN, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

 

      Three Months Ended
March 31,
 
     2010     2009  

Cash flows from operating activities:

    

Net income

   $ 52,440      $ 65,515   

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

    

Depreciation of property and equipment and amortization of other intangible assets

     21,905        20,530   

Stock-based compensation

     12,085        13,928   

Excess tax benefit associated with stock-based compensation

     (8,097     (27,293

Other, net

     6,270        (6,943

Changes in operating assets and liabilities, excluding the effects of acquisitions and divestitures:

    

Accounts receivable

     4,579        8,464   

Prepaid expenses and other assets

     9,689        (29,380

Accounts payable and accrued liabilities

     (33,734     (32,175

Deferred revenues

     35,983        25,792   
                

Net cash provided by operating activities

     101,120        38,438   
                

Cash flows from investing activities:

    

Proceeds from maturities and sales of marketable securities and investments

     95,909        94,016   

Purchases of marketable securities and investments

     (549,087     (750

Purchases of property and equipment

     (19,898     (20,994

Proceeds received from divestiture of businesses, net of cash contributed

     15,583        2,372   

Other investing activities

     —          3,485   
                

Net cash (used in) provided by investing activities

     (457,493     78,129   
                

Cash flows from financing activities:

    

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

     17,393        17,133   

Repurchases of common stock

     (53,753     (1,361

Excess tax benefit associated with stock-based compensation

     8,097        27,293   

Other financing activities

     (346     —     
                

Net cash (used in) provided by financing activities

     (28,609     43,065   
                

Effect of exchange rate changes on cash and cash equivalents

     (2,154     (6,314
                

Net (decrease) increase in cash and cash equivalents

     (387,136     153,318   

Cash and cash equivalents at beginning of period

     1,477,166        789,068   
                

Cash and cash equivalents at end of period

   $ 1,090,030      $ 942,386   
                

Supplemental cash flow disclosures:

    

Cash paid for interest, net of capitalized interest

   $ 19,811      $ 19,521   
                


VERISIGN, INC. AND SUBSIDIARIES

STATEMENTS OF OPERATIONS RECONCILIATION

(In thousands, except per share data)

(Unaudited)

 

     Three Months Ended     Three Months Ended  
     March 31, 2010     March 31, 2009  
     Operating
Income
   Net Income
attributable
to VeriSign, Inc.
stockholders
    Operating
Income
    Net Income
attributable
to VeriSign, Inc.
stockholders
 

GAAP as reported

   $ 88,725    $ 51,356      $ 74,857      $ 65,020   

Discontinued operations

        1,554          (18,198

Non-core businesses in continuing operations (1) (2)

     1,161      1,083        (317     (1,207

Adjustments:

         

Stock-based compensation (2)

     11,937      11,937        10,679        10,679   

Amortization of other intangible assets

     2,749      2,749        3,220        3,220   

Restructuring costs

     298      298        4,610        4,610   

Non-cash interest expense

        1,841          1,649   

Tax adjustment (3)

        (2,064       (3,641
                               

Non-GAAP as adjusted

   $ 104,870    $ 68,754      $ 93,049      $ 62,132   
                               

Diluted shares

        184,259          192,804   

Per diluted share, non-GAAP as adjusted

      $ 0.37        $ 0.32   
                     

(1) As of March 31, 2010, the Company’s business consists of the following reportable segments: (a) 3IS and (b) Other Services. 3IS consists of core operations of Naming Services and Authentication Services. Authentication Services is comprised of Business Authentication Services and User Authentication Services. Other Services consists of the continuing operations of Content Portal Services, the remaining non-core business, and legacy products and services from divested businesses.

(2) Results of non-core businesses in continuing operations during the three months ended March 31, 2010 and 2009 includes stock-based compensation of $67 and $164 respectively.

(3) Non-GAAP tax is calculated as 30% of income from continuing operations, excluding noncontrolling interest in subsidiary, which is presented net of tax on the Statement of Operations.

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 release, 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: discontinued operations, non-core businesses in continuing operations, stock-based compensation, amortization of other intangible assets, impairments of goodwill and other intangible assets, restructuring costs and non-cash interest expense. Non-GAAP financial information is also adjusted for a 30% tax rate which differs from the GAAP tax rate. All non-GAAP figures for each period presented above has been conformed to exclude the foregoing items under GAAP. Prior disclosures of non-GAAP figures may not exclude these same items and as such should not be used for comparison purposes.

Management believes that this non-GAAP financial data supplements our GAAP financial data by providing investors with additional information that 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 nor 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.

SUPPLEMENTAL FINANCIAL INFORMATION

 

     Three months ended
     March 31,
2010
   December 31,
2009
   September 30,
2009
   June 30,
2009
   March 31,
2009

Revenues from core operations (1)

   $ 263,491    $ 261,643    $ 256,908    $ 255,248    $ 252,212