| SEC Info | Home | Search | My Interests | Help | Sign In | Please Sign In | ||||||||||||||||||||
As Of Filer Filing As/For/On Docs:Pgs Issuer Agent 11/07/08 Verisign Inc/CA 10-Q 9/30/08 15:212 RR Donnelley/FA
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 848K
2: EX-10.01 Executive Employment Agreement - D. James Bidzos HTML 70K
3: EX-10.02 Amded and Restated Employee Restricted Stock Unit HTML 30K
Agreement - D. James Bidzos
4: EX-10.03 Assgnmt of Invention Nondisclosure and HTML 37K
Nonsolicitation Agreement-D. James
Bidzos
5: EX-10.04 Consulting Agreement - Roger Moore HTML 80K
6: EX-10.05 Assgnmt of Invention Nondisclosure and HTML 36K
Nonsolicitation Agrmt - Roger Moore
7: EX-10.06 Purchase and Termination Agreement HTML 156K
8: EX-10.07 2006 Equity Incentive Plan HTML 81K
9: EX-10.08 Form of 2006 Equity Incentive Plan Stock Option HTML 27K
Agreement
10: EX-10.09 Form of 2006 Equity Incentive Plan Employee HTML 25K
Restricted Stock Unit Agreement
11: EX-10.10 Form of 2006 Equity Incentive Plan Performance HTML 34K
Based Restricted Stock Unit Agmt.
12: EX-31.01 Certification of Peo Pursuant to Exchange Act Rule HTML 12K
13a-14(A)
13: EX-31.02 Certification of Pfo Pursuant to Exchange Act Rule HTML 12K
13a-14(A)
14: EX-32.01 Certification of Peo Pursuant to Rule 13a-14(B) HTML 9K
and Section 1350
15: EX-32.02 Certification of Pfo Pursuant to Rule 13a-14(B) HTML 9K
and Section 1350
|
| Form 10-Q |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2008
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number: 000-23593
VERISIGN, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 94-3221585 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| 487 East Middlefield Road, Mountain View, CA | 94043 | |
| (Address of principal executive offices) | (Zip Code) | |
Registrant’s telephone number, including area code: (650) 961-7500
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 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 ¨ 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
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
| Class |
Shares Outstanding October 31, 2008 | |
| Common stock, $.001 par value | 194,036,155 |
| Page | ||||
| PART I—FINANCIAL INFORMATION | ||||
| Item 1. | Condensed Consolidated Financial Statements (Unaudited) | 3 | ||
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 34 | ||
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 52 | ||
| Item 4. | Controls and Procedures | 53 | ||
| PART II—OTHER INFORMATION | ||||
| Item 1. | Legal Proceedings | 55 | ||
| Item 1A. | Risk Factors | 55 | ||
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 75 | ||
| Item 6. | Exhibits | 76 | ||
| Signatures | 77 | |||
2
| ITEM 1. | CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) |
As required under Item 1—Condensed Consolidated Financial Statements (Unaudited) included in this section are as follows:
| Financial Statement Description |
Page | |
| • Condensed Consolidated Balance Sheets as of September 30, 2008 and December 31, 2007 |
4 | |
| 5 | ||
| 6 | ||
| 7 | ||
3
VERISIGN, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
(Unaudited)
| September 30, 2008 |
December 31, 2007 |
|||||||
| ASSETS | ||||||||
| Current assets: |
||||||||
| Cash and cash equivalents |
$ | 403,525 | $ | 1,376,722 | ||||
| Short-term investments |
248,794 | 1,011 | ||||||
| Accounts receivable, net of allowance for doubtful accounts of $1,931 and $6,329 at September 30, 2008, and December 31, 2007, respectively |
68,189 | 208,799 | ||||||
| Prepaid expenses and other current assets |
94,462 | 163,041 | ||||||
| Assets held for sale |
692,981 | — | ||||||
| Total current assets |
1,507,951 | 1,749,573 | ||||||
| Property and equipment, net |
374,097 | 621,917 | ||||||
| Goodwill |
355,057 | 1,082,420 | ||||||
| Other intangible assets, net |
29,305 | 121,792 | ||||||
| Restricted cash |
2,113 | 46,936 | ||||||
| Other assets |
296,342 | 290,647 | ||||||
| Investments in unconsolidated entities |
125,307 | 109,828 | ||||||
| Total long-term assets |
1,182,221 | 2,273,540 | ||||||
| Total assets |
$ | 2,690,172 | $ | 4,023,113 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities: |
||||||||
| Accounts payable and accrued liabilities |
$ | 264,832 | $ | 398,124 | ||||
| Accrued restructuring costs |
32,942 | 2,878 | ||||||
| Deferred revenues |
591,750 | 552,070 | ||||||
| Other liabilities |
2,758 | 2,632 | ||||||
| Liabilities related to assets held for sale |
76,865 | — | ||||||
| Total current liabilities |
969,147 | 955,704 | ||||||
| Long-term deferred revenues |
206,018 | 186,719 | ||||||
| Long-term accrued restructuring costs |
1,161 | 1,473 | ||||||
| Convertible debentures |
1,263,613 | 1,265,296 | ||||||
| Other long-term liabilities |
25,382 | 41,133 | ||||||
| Total long-term liabilities |
1,496,174 | 1,494,621 | ||||||
| Total liabilities |
2,465,321 | 2,450,325 | ||||||
| Commitments and contingencies |
||||||||
| Minority interest in subsidiaries |
59,950 | 54,485 | ||||||
| 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: 193,946,072 excluding 110,010,950 held in treasury, at September 30, 2008, and 222,849,348 excluding 73,720,953 shares held in treasury, at December 31, 2007 |
303 | 297 | ||||||
| Additional paid-in capital |
21,470,824 | 22,559,045 | ||||||
| Accumulated deficit |
(21,317,195 | ) | (21,043,014 | ) | ||||
| Accumulated other comprehensive income |
10,969 | 1,975 | ||||||
| Total stockholders’ equity |
164,901 | 1,518,303 | ||||||
| Total liabilities and stockholders’ equity |
$ | 2,690,172 | $ | 4,023,113 | ||||
See accompanying Notes to Condensed Consolidated Financial Statements.
4
VERISIGN, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
| Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
| 2008 | 2007 | 2008 | 2007 | |||||||||||||
| Revenues |
$ | 246,052 | $ | 215,744 | $ | 724,992 | $ | 636,457 | ||||||||
| Costs and expenses |
||||||||||||||||
| Cost of revenues |
55,880 | 60,523 | 168,719 | 185,729 | ||||||||||||
| Sales and marketing |
41,298 | 55,407 | 133,349 | 180,832 | ||||||||||||
| Research and development |
22,337 | 25,263 | 72,089 | 78,676 | ||||||||||||
| General and administrative |
49,896 | 59,268 | 154,369 | 178,663 | ||||||||||||
| Restructuring, impairments and other charges (reversals), net |
5,973 | (1,030 | ) | 107,366 | 33,601 | |||||||||||
| Amortization of other intangible assets |
2,865 | 4,478 | 8,623 | 14,641 | ||||||||||||
| Total costs and expenses |
178,249 | 203,909 | 644,515 | 672,142 | ||||||||||||
| Operating income (loss) |
67,803 | 11,835 | 80,477 | (35,685 | ) | |||||||||||
| Other (loss) income, net |
(12,688 | ) | (6,408 | ) | (20,107 | ) | 86,109 | |||||||||
| Income from continuing operations before income taxes, (loss) earnings from unconsolidated entities and minority interest |
55,115 | 5,427 | 60,370 | 50,424 | ||||||||||||
| Income tax (expense) benefit |
(8,071 | ) | 7,964 | (6,642 | ) | (5,241 | ) | |||||||||
| (Loss) earnings from unconsolidated entities, net of tax |
(2,509 | ) | 216 | (3,099 | ) | 2,412 | ||||||||||
| Minority interest, net of tax |
(815 | ) | (2,054 | ) | (2,710 | ) | (2,541 | ) | ||||||||
| Income from continuing operations |
43,720 | 11,553 | 47,919 | 45,054 | ||||||||||||
| Discontinued operations, net of tax |
(243,754 | ) | 3,401 | (322,100 | ) | 26,936 | ||||||||||
| Net (loss) income |
$ | (200,034 | ) | $ | 14,954 | $ | (274,181 | ) | $ | 71,990 | ||||||
| Basic (loss) income per share from: |
||||||||||||||||
| Continuing operations |
$ | 0.23 | $ | 0.05 | $ | 0.24 | $ | 0.19 | ||||||||
| Discontinued operations |
(1.26 | ) | 0.01 | (1.62 | ) | 0.11 | ||||||||||
| Net (loss) income |
$ | (1.03 | ) | $ | 0.06 | $ | (1.38 | ) | $ | 0.30 | ||||||
| Diluted (loss) income per share from: |
||||||||||||||||
| Continuing operations |
$ | 0.22 | $ | 0.05 | $ | 0.24 | $ | 0.18 | ||||||||
| Discontinued operations |
(1.24 | ) | 0.01 | (1.59 | ) | 0.11 | ||||||||||
| Net (loss) income |
$ | (1.02 | ) | $ | 0.06 | $ | (1.35 | ) | $ | 0.29 | ||||||
| Shares used in per share computation: |
||||||||||||||||
| Basic |
193,853 | 240,054 | 198,622 | 242,570 | ||||||||||||
| Diluted |
195,930 | 245,537 | 202,951 | 247,752 | ||||||||||||
See accompanying Notes to Condensed Consolidated Financial Statements.
5
VERISIGN, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
| Nine Months Ended September 30, |
||||||||
| 2008 | 2007 | |||||||
| Cash flows from operating activities: |
||||||||
| Net (loss) income |
$ | (274,181 | ) | $ | 71,990 | |||
| Adjustments to reconcile net (loss) income to net cash provided by operating activities: |
||||||||
| Gain on divestiture of businesses, net of tax |
(32,853 | ) | (76,356 | ) | ||||
| Unrealized gain on joint venture call options |
— | (7,747 | ) | |||||
| Unrealized (gain) loss on contingent interest derivative on convertible debentures |
(1,664 | ) | 12,589 | |||||
| Depreciation of property and equipment |
85,454 | 85,195 | ||||||
| Amortization of other intangible assets |
22,758 | 90,693 | ||||||
| Impairments and other charges |
354,558 | 13,797 | ||||||
| Provision for doubtful accounts |
1,119 | (116 | ) | |||||
| Stock-based compensation |
75,368 | 66,863 | ||||||
| Loss on sale of property and equipment |
80,487 | — | ||||||
| Net loss on sale and other-than-temporary impairment of investments |
6,571 | 3,429 | ||||||
| Loss (earnings) from unconsolidated entities, net of tax |
3,099 | (2,412 | ) | |||||
| Minority interest, net of tax |
2,710 | 2,541 | ||||||
| Excess tax benefit associated with stock options |
(7,094 | ) | — | |||||
| Deferred income taxes |
(13,380 | ) | 16,442 | |||||
| Changes in operating assets and liabilities: |
||||||||
| Accounts receivable |
30,548 | (113,268 | ) | |||||
| Prepaid expenses and other current assets |
17,044 | 133,053 | ||||||
| Accounts payable and accrued liabilities |
(114,394 | ) | (129,133 | ) | ||||
| Accrued restructuring costs |
29,752 | 2,926 | ||||||
| Deferred revenues |
93,164 | 96,719 | ||||||
| Net cash provided by operating activities |
359,066 | 267,205 | ||||||
| Cash flows from investing activities: |
||||||||
| Proceeds from maturities and sales of investments |
1,440 | 144,849 | ||||||
| Purchases of investments |
— | (311 | ) | |||||
| Reclassification of cash equivalents to short-term investments |
(256,571 | ) | — | |||||
| Proceeds from sale of property and equipment |
48,843 | — | ||||||
| Purchases of property and equipment |
(79,022 | ) | (97,234 | ) | ||||
| Proceeds received from divestiture of businesses, net of cash contributed |
60,613 | 165,422 | ||||||
| Investments in unconsolidated entities |
(15,679 | ) | (17,150 | ) | ||||
| Proceeds from repayment of promissory note by unconsolidated entities |
4,494 | — | ||||||
| Cash received from trust, previously restricted |
45,000 | — | ||||||
| Proceeds from contingent purchase price adjustment |
1,175 | — | ||||||
| Other assets |
3,087 | 3,639 | ||||||
| Net cash (used in) provided by investing activities |
(186,620 | ) | 199,215 | |||||
| Cash flows from financing activities: |
||||||||
| Proceeds from issuance of common stock from option exercises and employee stock purchase plans |
120,469 | 219,994 | ||||||
| Change in net assets of minority interest |
134 | (436 | ) | |||||
| Repurchases of common stock |
(1,276,683 | ) | (1,154,763 | ) | ||||
| Proceeds from credit facility |
200,000 | — | ||||||
| Repayment of short-term debt related to credit facility |
(200,000 | ) | (199,000 | ) | ||||
| Proceeds from issuance of convertible debentures, net of issuance costs |
— | 1,224,600 | ||||||
| Excess tax benefit associated with stock options |
7,094 | — | ||||||
| Dividend paid to minority interest holders in subsidiary |
(741 | ) | — | |||||
| Net cash (used in) provided by financing activities |
(1,149,727 | ) | 90,395 | |||||
| Effect of exchange rate changes on cash and cash equivalents |
4,084 | 2,713 | ||||||
| Net (decrease) increase in cash and cash equivalents |
(973,197 | ) | 559,528 | |||||
| Cash and cash equivalents at beginning of period |
1,376,722 | 501,784 | ||||||
| Cash and cash equivalents at end of period |
$ | 403,525 | $ | 1,061,312 | ||||
| Supplemental cash flow disclosures: |
||||||||
| Cash paid for interest |
$ | 40,755 | $ | 1,945 | ||||
| Amounts payable for purchases of property and equipment |
$ | 5,960 | $ | — | ||||
See accompanying Notes to Condensed Consolidated Financial Statements.
6
VERISIGN, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1. Basis of Presentation
Interim Financial Statements
The accompanying unaudited Condensed Consolidated Financial Statements have been prepared by VeriSign, Inc. and its subsidiaries (collectively, “VeriSign” or the “Company”) in accordance with the instructions to Form 10-Q pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and, therefore, do not include all information and notes normally provided in audited financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals and other adjustments) considered necessary for a fair presentation have been included. The results of operations for any interim period are not necessarily indicative, nor comparable to the results of operations for any other interim period or for a full fiscal year. These unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and related notes contained in VeriSign’s fiscal 2007 Annual Report on Form 10-K (the “2007 Form 10-K”) filed with the SEC on February 29, 2008.
Reclassifications and Adjustments
The Condensed Consolidated Statements of Operations have been reclassified for all periods presented to reflect discontinued operations treatment. Unless noted otherwise, discussions in the Notes to Condensed Consolidated Financial Statements pertain to continuing operations.
As a result of a comprehensive review of its business strategy, VeriSign changed its reportable segments in 2008. Previously, the Company had the following two reportable segments: Internet Services Group (“ISG”) and Communications Services Group (“CSG”). Beginning in fiscal 2008, the Company’s business consists of the following reportable segments: Internet Infrastructure and Identity Services (“3IS”), which consists of Naming Services, Secure Socket Layer (“SSL”) Certificate Services, and Identification and Authentication Services (“IAS”); and Other Services, which represents continuing operations of non-core businesses and legacy products and services. Accordingly, the segment information has been reclassified for all periods presented. See Note 12, “Segment Information,” for further information regarding the Company’s reportable segments.
During the six months ended June 30, 2008, the Company identified that it had not accrued for penalties related to late payment of federal and state payroll taxes for the periods during fiscal 2004 through fiscal 2007 of approximately $9.6 million. The amounts associated with each affected prior period are not material to the consolidated financial statements of such periods. However, as the cumulative amount of unrecorded penalties identified during the first two quarters of 2008 are expected to have a significant impact on the results of operations of fiscal 2008, the Company corrected the prior periods, as presented, by recording the penalties and interest in their respective prior periods, resulting in increased operating expenses and decreased net income (loss) previously reported. As a result, the Company recorded penalties and interest of approximately $4.1 million for the three and nine months ended September 30, 2007.
7
The following table presents the effects of the adjustments to the Company’s Condensed Consolidated Statement of Operations for the three and nine months ended September 30, 2007:
| Three Months Ended September 30, 2007 | Nine Months Ended September 30, 2007 | |||||||||||||||||||||||
| As Reported |
Adjustments | As Adjusted |
As Reported |
Adjustments | As Adjusted |
|||||||||||||||||||
| (In thousands) | (In thousands) | |||||||||||||||||||||||
| Revenues |
$ | 373,587 | $ | — | $ | 373,587 | $ | 1,109,853 | $ | — | $ | 1,109,853 | ||||||||||||
| Costs and expenses |
345,665 | 3,986 | (1) | 349,651 | 1,100,775 | 3,986 | (1) | 1,104,761 | ||||||||||||||||
| Operating income |
27,922 | (3,986 | )(1) | 23,936 | 9,078 | (3,986 | )(1) | 5,092 | ||||||||||||||||
| Income from continuing operations before income taxes |
19,880 | (4,050 | )(1) | 15,830 | 94,981 | (4,050 | )(1) | 90,931 | ||||||||||||||||
| Income tax expense |
(3,501 | ) | (3,501 | ) | (23,871 | ) | (23,871 | ) | ||||||||||||||||
| Discontinued operations, net of tax |
2,625 | 2,625 | 4,930 | 4,930 | ||||||||||||||||||||
| Net income |
$ | 19,004 | $ | (4,050 | ) | $ | 14,954 | $ | 76,040 | $ | (4,050 | ) | $ | 71,990 | ||||||||||
| Basic income per share from: |
||||||||||||||||||||||||
| Continuing operations |
$ | 0.07 | $ | 0.05 | $ | 0.29 | $ | 0.28 | ||||||||||||||||
| Discontinued operations |
0.01 | 0.01 | 0.02 | 0.02 | ||||||||||||||||||||
| Net income |
$ | 0.08 | $ | 0.06 | $ | 0.31 | $ | 0.30 | ||||||||||||||||
| Diluted income per share from: |
||||||||||||||||||||||||
| Continuing operations |
$ | 0.07 | $ | 0.05 | $ | 0.29 | $ | 0.27 | ||||||||||||||||
| Discontinued operations |
0.01 | 0.01 | 0.02 | 0.02 | ||||||||||||||||||||
| Net income |
$ | 0.08 | $ | 0.06 | $ | 0.31 | $ | 0.29 | ||||||||||||||||
| (1) | Correction of previously unrecorded payroll tax penalties and interest for the three and nine months ended September 30, 2007. |
The results of operations for the three and nine months ended September 30, 2007, were further adjusted for classification of disposal groups as discontinued operations, as described in Note 4, “Assets Held for Sale and Discontinued Operations.”
Recent Accounting Pronouncements
In October 2008, the Financial Accounting Standards Board (“FASB”) issued FASB Staff Position (“FSP”) No. Statement of Financial Accounting Standards (“SFAS”) 157-3 (“FSP SFAS 157-3”) “Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active.” FSP SFAS 157-3 applies to financial assets within the scope of accounting pronouncements that require or permit fair value measurements in accordance with SFAS No. 157 (SFAS 157), “Fair Value Measurements,” and clarifies the application of SFAS 157 in a market that is not active. FSP SFAS 157-3 became effective at the time of issuance and applies to prior periods for which financial statements have not been issued. As described more fully in Note 15, “Fair Value of Financial Instruments,” the Company has applied the guidance provided by FSP SFAS 157-3 in determining the fair value of all of its investments in money market funds classified as Short-term investments.
8
In May 2008, the FASB issued FSP No. Accounting Principles Board (“APB”) 14-1 (“FSP APB 14-1”), “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement).” FSP APB 14-1 specifies that issuers of convertible debt instruments should separately account for the liability (debt) and equity (conversion option) components of such instruments in a manner that reflects the issuer’s non-convertible debt borrowing rate. FSP APB 14-1 is effective for fiscal years beginning after December 15, 2008, and will be adopted by the Company in the first quarter of fiscal 2009. FSP APB 14-1 will be applied retrospectively to all periods presented. The Company’s adoption of FSP APB 14-1 will affect its 3.25% junior subordinated convertible debentures due 2037 (“Convertible Debentures”). The Company expects the adoption of FSP APB 14-1 will result in higher interest expense for fiscal 2007 through fiscal 2037, assuming the debentures will be settled upon maturity in 2037, associated with a significant reduction in its Convertible Debentures balance along with a corresponding increase in its stockholders’ equity as of December 31, 2007 and 2008.
In April 2008, the FASB issued FSP No. SFAS 142-3 (“FSP SFAS 142-3”), “Determination of the Useful Life of Intangible Assets.” FSP SFAS 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142 (“SFAS 142”), “Goodwill and Other Intangible Assets.” The intent of FSP SFAS 142-3 is to improve the consistency between the useful life of a recognized intangible asset under SFAS 142 and the period of expected cash flows used to measure the fair value of the asset under SFAS No. 141(R) (“SFAS 141R”), “Business Combinations,” and other United States (“U.S.”) generally accepted accounting principles (“GAAP”). FSP FAS 142-3 is effective for fiscal years beginning after December 15, 2008, and will be adopted by the Company in the first quarter of fiscal 2009. The Company is currently evaluating the effect of FSP SFAS 142-3 and the impact it will have on its financial position and results of operations.
In March 2008, the FASB issued SFAS No. 161 (“SFAS 161”), “Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133.” SFAS 161 requires enhanced disclosures about an entity’s derivative instruments and hedging activities. It requires qualitative disclosures about the objectives and strategies for using derivative instruments, quantitative disclosures about the fair value amounts of gains and losses on derivative instruments, and disclosures about how derivative instruments and related hedged items affect a company’s financial position, results of operations and cash flows. SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008 and will be adopted by the Company in the first quarter of fiscal 2009. The Company is currently evaluating the effect of SFAS 161, and the impact it will have on its financial position and results of operations.
In December 2007, the FASB issued SFAS No. 160 (“SFAS 160”), “Non-controlling Interests in Consolidated Financial Statements, an amendment of Accounting Research Bulletin No. 51,” which requires all entities to report minority interests in subsidiaries as equity in the consolidated financial statements, and requires that transactions between entities and non-controlling interests be treated as equity. SFAS 160 is effective for fiscal years beginning on or after December 15, 2008 and will be adopted by the Company in the first quarter of fiscal 2009. The Company is currently evaluating the effect of SFAS 160, and the impact it will have on its financial position and results of operations.
In December 2007, the FASB issued SFAS 141R which will significantly change how business acquisitions are accounted for and will impact financial statements both on the acquisition date and in subsequent periods. SFAS 141R is effective for fiscal years beginning on or after December 15, 2008, and will be adopted by the Company in the first quarter of fiscal 2009 to business acquisition transactions occurring thereafter.
9
Note 2. Stock-Based Compensation
Stock-based compensation is classified in the Condensed Consolidated Statements of Operations in the same expense line items as cash compensation. The following table presents the classification of stock-based compensation:
| Three Months Ended September 30, |
Nine Months Ended September 30, | |||||||||||
| 2008 | 2007 | 2008 | 2007 | |||||||||
| (In thousands) | ||||||||||||
| Stock-based compensation: |
||||||||||||
| Cost of revenues |
$ | 1,694 | $ | 2,428 | $ | 5,988 | $ | 5,042 | ||||
| Sales and marketing |
667 | 4,316 | 6,775 | 11,019 | ||||||||
| Research and development |
1,531 | 2,294 | 5,961 | 5,575 | ||||||||
| General and administrative |
4,568 | 5,913 | 21,193 | 25,974 | ||||||||
| Restructuring, impairments and other charges, net |
3,153 | — | 8,314 | 2,134 | ||||||||
| Stock-based compensation for continuing operations |
11,613 | 14,951 | 48,231 | 49,744 | ||||||||
| Discontinued operations |
7,424 | 7,712 | 27,137 | 17,119 | ||||||||
| Total stock-based compensation |
$ | 19,037 | $ | 22,663 | $ | 75,368 | $ | 66,863 | ||||
VeriSign currently uses the Black-Scholes option pricing model to determine the fair value of stock options and employee stock purchase plan awards. The determination of the fair value of stock-based payment awards using an option-pricing model is affected by the Company’s stock price as well as assumptions regarding a number of complex and subjective variables. The following table sets forth the weighted-average assumptions used to estimate the fair value of the stock options and employee stock purchase plan awards:
| Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||
| 2008 | 2007 | 2008 | 2007 | |||||||||
| Stock options: |
||||||||||||
| Volatility |
35 | % | 37 | % | 35 | % | 37 | % | ||||
| Risk-free interest rate |
2.87 | % | 4.44 | % | 2.77 | % | 4.49 | % | ||||
| Expected term |
3.41 | 3.40 | 3.29 | 3.32 | ||||||||
| Dividend yield |
Zero | Zero | Zero | Zero | ||||||||
| Employee stock purchase plan awards: |
||||||||||||
| Volatility |
36 | % | 27 | % | 36 | % | 33 | % | ||||
| Risk-free interest rate |
2.28 | % | 4.94 | % | 2.31 | % | 5.20 | % | ||||
| Expected term |
1.25 years | 1.25 years | 1.25 years | 1.25 years | ||||||||
| Dividend yield |
Zero | Zero | Zero | Zero | ||||||||
VeriSign’s expected volatility is based on the average of the historical volatility over the period commensurate with the expected term of the options and the mean historical implied volatility of traded options. The risk-free interest rates are derived from the average U.S. Treasury constant maturity rates during the respective periods commensurate with the expected term. The expected terms are based on an analysis of the observed and expected time to post-vesting exercise and/or cancellation of options. The Company does not anticipate paying any cash dividends in the foreseeable future and therefore uses an expected dividend yield of zero. The Company estimates forfeitures at the time of grant and revises those estimates in subsequent periods if actual forfeitures differ from those estimates. The Company uses historical data to estimate pre-vesting option and award forfeitures and records stock-based compensation only for those options and awards that are expected to vest.
10
The following table presents the nature of the Company’s total stock-based compensation, inclusive of amounts for discontinued operations:
| Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
| 2008 | 2007 | 2008 | 2007 | |||||||||||||
| Stock-based compensation: |
||||||||||||||||
| Stock options |
$ | 3,699 | $ | 5,628 | $ | 15,674 | $ | 26,032 | ||||||||
| Employee stock purchase plans |
4,729 | 12,120 | 19,423 | 16,881 | ||||||||||||
| Restricted stock units |
5,565 | 4,418 | 21,396 | 11,046 | ||||||||||||
| Stock options/awards acceleration |
5,808 | 1,170 | 20,783 | 14,428 | ||||||||||||
| Capitalization (1) |
(764 | ) | (673 | ) | (1,908 | ) | (1,524 | ) | ||||||||
| Total stock-based compensation |
$ | 19,037 | $ | 22,663 | $ | 75,368 | $ | 66,863 | ||||||||
| (1) | The capitalized amount is included in Property and equipment, net. |
During the three and nine months ended September 30, 2008, the Company modified certain stock-based awards to accelerate the vesting of twenty-five percent (25%) of unvested “in-the-money” stock options outstanding and 25% of unvested restricted stock units outstanding on the termination dates of employees affected by divestitures and workforce reductions. The Company remeasured the fair value of these modified awards and recorded the charges over the future service periods, if any. The modification charges are included in restructuring for continuing operations as well as for discontinued operations.
In addition, during the nine months ended September 30, 2008, the Company modified certain stock-based awards outstanding for Mr. William A. Roper, Jr., the former chief executive officer. Pursuant to the settlement agreement with Mr. Roper, the Company accelerated the vesting of Mr. Roper’s then unvested shares of sign-on options, unvested shares of sign-on restricted stock unit awards, first-year options outstanding that would otherwise have vested had Mr. Roper remained employed with the Company through August 8, 2008, and one-third of the first-year restricted stock unit awards outstanding. Upon acceleration of vesting of Mr. Roper’s stock-based awards, the Company recognized an additional $4.9 million of stock-based compensation during the nine months ended September 30, 2008.
During the nine months ended September 30, 2007, the Company recorded additional stock-based compensation of $11.0 million related to the acceleration of vesting of certain stock-based awards for Mr. Stratton Sclavos. During the nine months ended September 30, 2007, the Company also recorded $1.2 million related to the acceleration of vesting of certain stock-based awards for Ms. Dana Evan, a former chief financial officer, and another employee.
The Company resumed its employee payroll withholdings for the purchase of its common stock under the 1998 Purchase Plan during July 2007. The Company allowed its employees affected by the earlier suspension of the 1998 Purchase Plan to make catch-up payments to their accounts under the 1998 Purchase Plan for the lost payroll contributions attributable to the period when the Company was not current in its reporting obligations under the Securities Exchange Act of 1934, as amended. The Company also allowed employees to increase their contribution withholding percentages from 15% up to a maximum of 25% of their compensation, subject to applicable U.S. Internal Revenue Service (“IRS”) limits, effective August 1, 2007. The Company accounted for the increases in employee payroll withholdings as modifications. The Company recorded $12.1 million and $16.9 million of stock-based compensation expense for the purchase plans for the three and nine months ended September 30, 2007, respectively.
11
Note 3. Joint Ventures
On January 31, 2007, VeriSign entered into two joint venture agreements with Fox Entertainment (“Fox”), a subsidiary of News Corporation, to provide mobile entertainment to consumers on a global basis. As of September 30, 2008, under the terms of the agreements, Fox owns a 51% interest and VeriSign owns a 49% interest in the joint ventures.
In 2007, the Company provided a working capital loan of $15.0 million under a promissory note to the joint ventures, of which $4.4 million is outstanding as of September 30, 2008, and is included in Other assets.
In connection with the joint ventures, VeriSign and Fox entered into various put and call arrangements related to the Company’s ownership interests in the joint ventures, including VeriSign’s right to sell all of its interests in the joint ventures to Fox for $150 million and $350 million in fiscal 2010 and 2012, respectively (the “put options”), and Fox’s right to purchase all of VeriSign’s interests in the joint ventures for $400 million, the greater of $250 million or fair value, and the greater of $400 million or fair value, in fiscal 2009, 2010 and 2012, respectively (the “call options”). As of September 30, 2008, the Company determined that the call options did not have a material value. The Company has not recorded the value of the put options separately from its investments in the joint ventures.
In July 2008, the Company invested an additional amount of $15.7 million pursuant to capital calls approved by the board of managers of the joint ventures with Fox, and recorded the amount as investments in unconsolidated entities. The purpose of the capital calls was to fund the ongoing business and working capital needs of the joint ventures.
On October 6, 2008, the Company sold its aggregate remaining 49% interest in the joint ventures to Fox for approximately $200 million. Pursuant to the sale agreement, certain outstanding debts and accrued but unpaid interest owed among the Company and the joint ventures have been repaid, and the parties have agreed to the settlement and discharge of all other payments among them as of the date of the agreement.
Note 4. Assets Held for Sale and Discontinued Operations
During the fourth quarter of 2007, VeriSign announced a change to its business strategy to be more aligned with its core competencies, which are to provide highly scaleable, reliable and secure Internet infrastructure and identity services to customers around the world. The strategy calls for the divesture or winding down of a number of non-core businesses in the Company’s portfolio, such as communications, billing and commerce, content delivery, messaging and enterprise security services as well as other smaller businesses. By divesting or winding down these non-core businesses, additional resources should be available to invest in the core businesses that will remain: Naming Services, SSL Certificate Services, and IAS.
Assets classified as held for sale are recorded at the lower of their carrying amount or fair value less costs to sell and are not depreciated or amortized. Classification of the Company’s disposal groups as held for sale occurs when sufficient authority to sell the disposal group has been obtained, the disposal group is available for immediate sale, an active program to sell the disposal group has been initiated and its sale is probable within one year. If at any time these criteria are no longer met, the disposal group would be reclassified as held and used. The Company evaluates the held for sale classifications during each reporting period.
The results of operations of disposal groups held for sale or disposed of are presented as discontinued operations when the underlying operations and cash flows of the disposal group will be or have been eliminated from the Company’s continuing operations and the Company no longer has the ability to influence the operating and/or financial policies of the disposal group. This assessment is made at the time the disposal group is classified as held for sale and for a one-year period after the sale of the disposal group.
12
Completed Divestitures
On April 30, 2008, the Company sold its Digital Brand Management Services (“DBMS”) business, which offered a range of corporate domain name and brand protection services that help enterprises, legal professionals, information technology professionals and brand marketers monitor, protect and build digital brand equity, for net cash proceeds of $50.4 million and recorded a gain on sale of $30.6 million. The net cash proceeds include $5.0 million that was placed in an escrow account to cover any contingent claims made by the buyer against VeriSign through April 30, 2009. If no claims are made, the amount in escrow will be released to VeriSign during the second quarter of fiscal 2009. The DBMS business was part of the former ISG segment. The historical results of operations of the DBMS business have been classified as discontinued operations for all periods presented.
On April 30, 2008, the Company sold its Content Delivery Network (“CDN”) business, which offered broadband content services that enable the delivery of high-quality video and other rich media securely and efficiently at a very large scale, for net cash proceeds of $1.0 million and recorded a gain on sale of $2.0 million. The Company has retained an equity ownership in the CDN business and has accounted for its investment in the CDN business on an equity method basis. As a result of the Company’s continuing involvement in the CDN business, the historical results of operations of the CDN business have not been classified as discontinued operations. The CDN business was part of the former CSG segment.
On March 31, 2008, the Company sold its Self-Care and Analytics (“SC&A”) business, which provided on-line analysis applications for mobile communications customers and on-line customer self-service with a single view of billing across multiple systems, for net cash proceeds of $14.2 million and recorded a gain on sale of $1.0 million. The SC&A business was part of the former CSG segment. The historical results of operations of the SC&A business have been classified as discontinued operations for all periods presented.
On September 1, 2007, the Company sold its wholly-owned Jamba Service GmbH subsidiary (“Jamba Service”), which marketed insurance and extended service warranties to consumers for mobile electronic equipment and products, for net cash proceeds of $12.8 million and recorded a gain on sale of $1.8 million. Jamba Service was part of the former CSG segment. The historical results of operations of Jamba Service have been classified as discontinued operations for all periods presented.
Assets Held for Sale
The Company did not have any assets held for sale as of December 31, 2007. The following table presents the carrying amounts of major classes of assets and liabilities related to assets held for sale as of September 30, 2008. During the three and nine months ended September 30, 2008, the Company recorded losses on disposals, including estimated losses on disposal of $237.4 million and $308.8 million, respectively, which are included in discontinued operations. Gains on disposal are recorded on the date the sale of the disposal group is consummated.
| September 30, 2008 | |||
| (In thousands) | |||
| Assets: |
|||
| Accounts receivable |
$ | 104,173 | |
| Other current assets |
53,329 | ||
| Goodwill |
379,986 | ||
| Other long-lived assets |
155,493 | ||
| Total assets held for sale |
$ | 692,981 | |
| Liabilities: |
|||
| Accounts payable and accrued liabilities |
$ | 54,136 | |
| Deferred revenues |
22,729 | ||
| Total liabilities related to assets held for sale |
$ | 76,865 | |
13
As of September 30, 2008, businesses classified as held for sale and presented as discontinued operations are the following:
Messaging Services
Messaging and Mobile Media
The Company’s Messaging and Mobile Media (“MMM”) business is an industry leading global provider of short-messaging, multimedia messaging, and mobile content application services. MMM enables messages and multimedia content to be sent globally across any wireless operator and mobile device. MMM offers the global connectivity, network reliability, and scalability necessary to capitalize on the fast growing global messaging and media content markets.
Content Portal Services
The Company’s Content Portal Services (“CPS”) business enables a seamless end-to-end solutions business focused on providing best-in-class digital content storefront services. CPS can be used as a content delivery platform for games, ringtones, and other content services. CPS provides its services to mobile carriers and media companies primarily located in Canada.
EMEA Mobile Media
The Company’s EMEA Mobile Media (“EMM”) business offers mobile application services which includes interactive messaging applications, content portal services, and messaging gateway services. EMM provides its services to mobile carriers and media companies primarily located in Europe.
Post-pay
The Company’s Post-pay business enables advanced billing and customer care services to wireless telecommunications carriers.
Communications Services
The Company’s Communications Services business provides communications services, such as connectivity and interoperability services, intelligent database services and clearing and settlement services. The Company’s Connectivity and interoperability services primarily include its Signaling System 7 (“SS7”) Connectivity and Voice and Data Roaming services. The Company’s intelligent database services primarily include its Number Portability, Caller Name Identification, Toll-free Database and TeleBlock Do Not Call Services. The Company’s clearing and settlement services primarily include its Clearinghouse services which serve as a distribution and collection point for billing information and payment collection for services provided by one carrier to customers billed by another.
Communications Consulting
The Company’s Communications Consulting business offers a full range of strategy and technology consulting, business planning, sourcing, and implementation services to help telecommunications operators and equipment manufacturers drive profitable new business and technology strategies.
14
Enterprise Security Services
The Company’s Enterprise Security Services business includes the Managed Security Services (“MSS”) business, the iDefense Security Intelligence services business, and the Security Consulting business. The Company’s MSS business enables enterprises to effectively monitor and manage their network security infrastructure 24 hours per day, 365 days per year while reducing the associated time, expense, and personnel commitments by relying on VeriSign’s security platform and experienced security staff. The Company’s iDefense Security Intelligence services business delivers comprehensive, actionable intelligence to help companies decide how to respond to threats and manage risk on networks. The Security Consulting business provides services that assist companies in understanding corporate security requirements, navigating the maze of diverse regulations, identifying security vulnerabilities, defending against and responding to attacks, reducing risk, and meeting the security compliance requirements of their business and industry.
International Clearing
The Company’s International Clearing business enables financial settlement and call data settlement for wireless and wireline carriers.
The current and historical operations, gains and losses upon disposition, including estimated losses upon disposition, of these disposal groups are presented as discontinued operations for all periods presented in the Company’s Condensed Consolidated Statements of Operations. The amounts presented represent direct operating costs of the disposal groups. The Company has determined direct costs consistent with the manner in which the disposal groups were structured and managed during the respective periods. Allocations of indirect costs such as corporate overheads have not been made.
For a period of time, the Company will continue to generate cash flows and will report income statement activity in continuing operations that are associated with these disposal groups and certain of the completed divestitures. The activities that will give rise to these impacts are transitional in nature and generally result from agreements that ensure and facilitate the orderly transfer of business operations. The nature, magnitude and duration of the agreements will vary depending on the specific circumstances of the service, location and/or business need. The agreements can include the following: logistics, customer service, support of financial processes, procurement, human resources, facilities management, data collection and information services. Existing agreements extend for periods less than 12 months.
The following table presents the revenues and the components of discontinued operations, net of tax:
| Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
| 2008 | 2007 | 2008 | 2007 | |||||||||||||
| (In thousands) | ||||||||||||||||
| Revenues |
$ | 143,075 | $ | 160,908 | $ | 451,885 | $ | 485,265 | ||||||||
| Income (loss) before income taxes |
$ | 11,862 | $ | 14,314 | $ | (37,526 | ) | $ | 46,483 | |||||||
| Income tax expense |
(18,097 | ) | (12,270 | ) | (10,999 | ) | (20,904 | ) | ||||||||
| (Loss) income from discontinued operations |
(6,235 | ) | 2,044 | (48,525 | ) | 25,579 | ||||||||||
| (Loss) gain on sale of discontinued operations and assets held for sale, before income taxes |
(237,519 | ) | 1,357 | (276,539 | ) | 1,357 | ||||||||||
| Income tax benefit |
— | — | 2,964 | — | ||||||||||||
| (Loss) gain on sale of discontinued operations and assets held for sale |
(237,519 | ) | 1,357 | (273,575 | ) | 1,357 | ||||||||||
| Total discontinued operations, net of tax |
$ | (243,754 | ) | $ | 3,401 | $ | (322,100 | ) | $ | 26,936 | ||||||
15
Note 5. Restructuring, Impairments and Other Charges (Reversals), Net
A comparison of restructuring, impairments and other charges (reversals), net, is presented below:
| Three Months Ended September 30, |
Nine Months Ended September 30, | ||||||||||||
| 2008 | 2007 | 2008 | 2007 | ||||||||||
| (In thousands) | |||||||||||||
| 2008 restructuring plan charges |
$ | 5,959 | $ | — | $ | 27,854 | $ | — | |||||
| 2007 restructuring plan (reversals) charges |
— | (1,329 | ) | 369 | 20,573 | ||||||||
| 2003 and 2002 restructuring plan (reversals) charges |
— | (51 | ) | 60 | 91 | ||||||||
| Total restructuring charges (reversals) for continuing operations |
5,959 | (1,380 | ) | 28,283 | 20,664 | ||||||||
| Impairments and other charges for continuing operations |
14 | 350 | 79,083 | 12,937 | |||||||||
| Total restructuring, impairments and other charges (reversals), net, for continuing operations |
5,973 | (1,030 | ) | 107,366 | 33,601 | ||||||||
| 2008 restructuring plan charges for discontinued operations |
6,996 | — | 30,350 | — | |||||||||
| 2007 restructuring plan charges for discontinued operations |
— | 2,906 | — | 9,736 | |||||||||
| Impairments and other charges for discontinued operations |
237,350 | 130 | 354,558 | 860 | |||||||||
| Total restructuring, impairments and other charges, net, for discontinued operations |
244,346 | 3,036 | 384,908 | 10,596 | |||||||||
| Total restructuring, impairments and other charges, net |
$ | 250,319 | $ | 2,006 | $ | 492,274 | $ | 44,197 | |||||
2008 Restructuring Plan
In the fourth quarter of 2007, VeriSign announced a change in its business strategy to be more aligned with its core competencies, which are providing highly scaleable, reliable and secure Internet infrastructure and identity services to customers around the world. The strategy calls for divestiture or winding down of a number of non-core businesses in its portfolio. As part of this divestiture strategy, the Company initiated a restructuring plan in the first quarter of 2008, which includes workforce reductions, excess facilities and other exit costs primarily related to the consulting and professional fees incurred for initiating and executing the divestiture strategy. As of September 30, 2008, VeriSign recorded a total of $58.2 million in restructuring charges, inclusive of amounts for discontinued operations, under its 2008 restructuring plan.
2007 Restructuring Plan
In January 2007, VeriSign initiated a restructuring plan to execute a company-wide reorganization replacing the previous business unit structure with a combined worldwide sales and services team, and an integrated development and products organization. The restructuring plan included workforce reductions, abandonment of excess facilities, and other exit costs.
2003 and 2002 Restructuring Plans
In November 2003, VeriSign announced a restructuring initiative related to the sale of its Network Solutions business and the realignment of other business units. The restructuring plan resulted in reductions in workforce, abandonment of excess facilities, disposals of property and equipment and other charges.
In April 2002, VeriSign announced plans to restructure its operations to rationalize, integrate and align resources. This restructuring plan included workforce reductions, abandonment of excess facilities, write-off of abandoned property and equipment and other charges.
16
The following table presents the consolidated restructuring charges, inclusive of amounts for discontinued operations, associated with all the restructuring plans:
| Three Months Ended September 30, |
Nine Months Ended September 30, | |||||||||||||
| 2008 | 2007 | 2008 | 2007 | |||||||||||
| (In thousands) | ||||||||||||||
| Workforce reduction |
$ | 12,228 | $ | (2,274 | ) | $ | 55,907 | $ | 21,023 | |||||
| Excess facilities |
980 | 2,656 | 1,267 | 5,283 | ||||||||||
| Other exit costs |
(253 | ) | 1,144 | 1,459 | 4,094 | |||||||||
| Total restructuring charges |
$ | 12,955 | $ | 1,526 | $ | 58,633 | $ | 30,400 | ||||||
Of the total consolidated restructuring charges, $7.0 million and $30.4 million relate to workforce reduction for discontinued operations for the three and nine months ended September 30, 2008, respectively. Of the total consolidated restructuring charges, $0.1 million and $4.9 million relate to workforce reduction for discontinued operations for the three and nine months ended September 30, 2007, respectively.
For the three and nine months ended September 30, 2008, $7.2 million and $16.0 million, respectively, of the consolidated workforce reduction charges relate to stock-based compensation for certain severed employees, of which $3.4 million and $7.7 million, respectively, are recorded in discontinued operations. For the nine months ended September 30, 2007, $2.3 million of the consolidated workforce reduction charges relate to stock-based compensation for certain severed employees, of which $0.2 million is recorded in discontinued operations. For the three months ended September 30, 2007, there were no workforce reduction charges related to stock-based compensation for severed employees.
As of September 30, 2008, the consolidated accrued restructuring costs associated with all restructuring plans are $34.1 million and consist of the following:
| Accrued Restructuring Costs at December 31, 2007 |
Restructuring Charges |
Cash Payments |
Non-cash Charges |
Accrued Restructuring Costs at September 30, 2008 | |||||||||||||
| (In thousands) | |||||||||||||||||
| Workforce reduction |
$ | 493 | $ | 55,907 | $ | (9,470 | ) | $ | (16,244 | ) | $ | 30,686 | |||||
| Excess facilities |
3,702 | 1,267 | (2,019 | ) | 35 | 2,985 | |||||||||||
| Other exit costs |
156 | 1,459 | (1,171 | ) | (12 | ) | 432 | ||||||||||
| Total accrued restructuring costs |
$ | 4,351 | $ | 58,633 | $ | (12,660 | ) | $ | (16,221 | ) | $ | 34,103 | |||||
| Included in current portion of accrued restructuring costs |
$ | 32,942 | |||||||||||||||
| Included in long-term portion of accrued restructuring costs |
$ | 1,161 | |||||||||||||||
17
Cash payments totaling approximately $7.4 million related to the abandonment of excess facilities under all restructuring plans will be paid over the respective lease terms, the longest of which extends through 2016. The present value of future cash payments related to lease terminations due to the abandonment of excess facilities is expected to be as follows:
| Contractual Lease Payments |
Anticipated Sublease Income |
Net | ||||||||
| (In thousands) | ||||||||||
| 2008 (remaining 3 months) |
$ | 471 | $ | — | $ | 471 | ||||
| 2009 |
1,872 | (398 | ) | 1,474 | ||||||
| 2010 |
1,564 | (988 | ) | 576 | ||||||
| 2011 |
1,275 | (811 | ) | 464 | ||||||
| 2012 |
394 | (394 | ) | — | ||||||
| Thereafter |
1,272 | (1,272 | ) | — | ||||||
| $ | 6,848 | $ | (3,863 | ) | $ | 2,985 | ||||
Impairments and Other Charges
The following table presents the consolidated impairments and other charges, inclusive of amounts for discontinued operations:
| Three Months Ended September 30, |
Nine Months Ended September 30, | |||||||||||
| 2008 | 2007 | 2008 | 2007 | |||||||||
| (In thousands) | ||||||||||||
| Estimated losses on assets held for sale |
$ | 237,350 | $ | — | $ | 308,765 | $ | — | ||||
| Impairment of goodwill and other intangible assets |
— | — | 45,793 | 4,849 | ||||||||
| Other charges |
14 | 480 | 79,083 | 8,948 | ||||||||
| Total impairments and other charges |
$ | 237,364 | $ | 480 | $ | 433,641 | $ | 13,797 | ||||
Estimated losses on assets held for sale
During the three and nine months ended September 30, 2008, the Company recorded a charge of $237.4 million and $308.8 million, respectively, for estimated losses on assets held for sale, all of which is classified as discontinued operations.
Impairment of goodwill and other intangible assets
During the nine months ended September 30, 2008, the Company recorded a charge of $45.8 million for an impairment of goodwill related to its Post-pay business, which is classified as discontinued operations. See Note 6, “Goodwill and Other Intangible Assets,” for further information regarding the impairment of goodwill related to the Post-pay business. During the nine months ended September 30, 2007, the Company wrote off approximately $4.8 million of other intangible assets specifically related to abandoned technology acquired for a specific customer, all of which relates to continuing operations.
18
Other charges
During the nine months ended September 30, 2008, the Company recorded a loss of $79.1 million in continuing operations as a result of the sale of a portion of its Mountain View facilities, as described in Note 7, “Other Balance Sheet Items.” The sale of Mountain View facilities was consummated during the second quarter of 2008 as a result of the 2008 restructuring plan to divest or wind down the non-core businesses. During the three and nine months ended September 30, 2007, the Company recorded a charge of $0.5 million and $8.9 million, respectively, for excess and obsolete property and equipment. Of the total consolidated other charges, $0.1 million and $0.9 million relates to discontinued operations for the three and nine months ended September 30, 2007, respectively.
Note 6. Goodwill and Other Intangible Assets
The following table summarizes the changes in the carrying amount of goodwill as allocated to the Company’s reportable segments during the nine months ended September 30, 2008:
| Internet Infrastructure and Identity Services |
Other Services |
Total | |||||||||
| (In thousands) | |||||||||||
| Balance at December 31, 2007 |
$ | 352,833 | $ | 729,587 | $ | 1,082,420 | |||||
| Divestiture of businesses |
— | (19,726 | ) | (19,726 | ) | ||||||
| Impairment |
— | (45,793 | ) | (45,793 | ) | ||||||
| Reclassification to assets held for sale |
— | (664,068 | ) | (664,068 | ) | ||||||
| Other adjustments (1) |
2,224 | — | 2,224 | ||||||||
| Balance at September 30, 2008 |
$ | 355,057 | $ | — | $ | 355,057 | |||||
| (1) | Other adjustments consist of foreign exchange fluctuations. |
VeriSign performed its annual impairment tests during the second quarter of 2008 and 2007. The fair value of VeriSign’s reporting units is determined using either the income or the market valuation approach or a combination thereof. Under the income approach, the fair value of the reporting unit is based on the present value of estimated future cash flows the reporting unit is expected to generate over its remaining life. Under the market approach, the value of the reporting unit is based on an analysis that compares the value of the reporting unit to values of publicly traded companies in similar lines of business. In the application of the income and market valuation approaches, VeriSign is required to make estimates of future operating trends and judgments on discount rates and other variables. Actual future results related to assumed variables could differ from these estimates. The Company did not record any impairment for goodwill from the annual impairment test conducted during the second quarter of 2007.
During the second quarter of 2008, the Company performed an impairment review of its Naming Services, SSL Certificate Services, IAS and VeriSign Japan reporting units related to its core businesses; and the Post-pay and Messaging Services reporting units related to its non-core businesses. In accordance with SFAS 142, the Company tested goodwill for each of these reporting units for impairment by comparing the fair value of the reporting unit to its carrying value. The comparison of fair value to carrying value represents Step 1 of the two-step approach required by SFAS 142. The estimated fair value of each reporting unit was computed using the combination of the income and market valuation approach. Each of the reporting units reviewed for impairment, except for the Post-pay reporting unit, had a fair value in excess of its carrying value and no further analysis was required. The Post-pay reporting unit had a fair value less than its carrying value and the Company concluded that the goodwill in its Post-pay reporting unit was impaired and that further analysis was required to determine the amount by which the carrying value of the goodwill of this reporting unit exceeded its implied fair value.
19
A Step 2 analysis required the Company to allocate the fair value of the Post-pay reporting unit to all of the assets and liabilities of that unit (including any unrecognized intangible assets) as if the reporting unit had been acquired in a current business combination and the fair value of the reporting unit was the price paid to acquire it. Prior to this allocation of the assets to the reporting unit, the Company assessed the long-lived assets, other than goodwill, of that unit for impairment, and determined they were not impaired. Based on this allocation, the excess of the fair value of a reporting unit over the amounts assigned to its assets and liabilities resulted in a goodwill impairment of $45.8 million relating to the Post-pay reporting unit, which is classified as a discontinued operation for the nine months ended September 30, 2008.
VeriSign’s other intangible assets are comprised of:
| September 30, 2008 | ||||||||||
| Gross Carrying Value |
Accumulated Amortization |
Net Carrying Value | ||||||||
| (In thousands) | ||||||||||
| Customer relationships |
$ | 29,294 | $ | (13,185 | ) | $ | 16,109 | |||
| Technology in place |
18,605 | (10,560 | ) | 8,045 | ||||||
| Non-compete agreements |
3,383 | (2,435 | ) | 948 | ||||||
| Trade name |
5,800 | (2,014 | ) | 3,786 | ||||||
| Other |
1,000 | (583 | ) | 417 | ||||||
| Total other intangible assets |
$ | 58,082 | $ | (28,777 | ) | $ | 29,305 | |||
| December 31, 2007 | ||||||||||
| Gross Carrying Value |
Accumulated Amortization |
Net Carrying Value | ||||||||
| (In thousands) | ||||||||||
| Customer relationships |
$ | 212,978 | $ | (152,844 | ) | $ | 60,134 | |||
| Technology in place |
212,377 | (179,144 | ) | 33,233 | ||||||
| Carrier relationships |
36,300 | (26,864 | ) | 9,436 | ||||||
| Non-compete agreements |
30,154 | (19,089 | ) | 11,065 | ||||||
| Trade names |
12,968 | (7,425 | ) | 5,543 | ||||||
| Other |
9,000 | (6,619 | ) | 2,381 | ||||||
| Total other intangible assets |
$ | 513,777 | $ | (391,985 | ) | $ | 121,792 | |||
Fully amortized other intangible assets are not included in the above tables. At September 30, 2008, the net carrying value of other intangible assets included in the 3IS segment totaled $25.5 million. At December 31, 2007, the net carrying value of other intangible assets which relate to businesses that have been divested or classified as disposal groups held for sale as of September 30, 2008, totaled $84.3 million. Estimated future amortization expense related to other intangible assets at September 30, 2008, is as follows:
| (In thousands) | |||
| 2008 (remaining 3 months) |
$ | 2,848 | |
| 2009 |
10,524 | ||
| 2010 |
7,567 | ||
| 2011 |
4,409 | ||
| 2012 |
2,262 | ||
| Thereafter |
1,695 | ||
| $ | 29,305 | ||
20
Note 7. Other Balance Sheet Items
Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consist of the following:
| September 30, 2008 |
December 31, 2007 | |||||
| (In thousands) | ||||||
| Prepaid expenses |
$ | 29,135 | $ | 25,344 | ||
| Deferred tax assets |
43,324 | 46,080 | ||||
| Non-trade receivables |
20,700 | 19,763 | ||||
| Other |
1,303 | 71,854 | ||||
| Total prepaid expenses and other current assets |
$ | 94,462 | $ | 163,041 | ||
Non-trade receivables primarily consist of income tax receivables and value added tax receivables. Other, at December 31, 2007, primarily consists of pass-through receivables, which are amounts that the Company collects from its customers that are due to third-party vendors as part of a revenue sharing agreement. As of September 30, 2008, pass-through receivables are included in assets held for sale.
Property and Equipment, Net
The following table presents the detail of Property and equipment, net:
| September 30, 2008 |
December 31, 2007 |
|||||||
| (In thousands) | ||||||||
| Land |
$ | 133,746 | $ | 222,750 | ||||
| Buildings |
127,866 | 118,220 | ||||||
| Computer equipment and software |
286,953 | 738,549 | ||||||
| Capital work in progress |
19,430 | 69,298 | ||||||
| Office equipment, furniture and fixtures |
14,923 | 33,408 | ||||||
| Leasehold improvements |
47,190 | 47,510 | ||||||
| Total cost |
630,108 | 1,229,735 | ||||||
| Less: accumulated depreciation and amortization |
(256,011 | ) | (607,818 | ) | ||||
| Total property and equipment, net |
$ | 374,097 | $ | 621,917 | ||||
During the second quarter of 2008, the Company sold certain property and equipment in its Mountain View, California, location for net cash proceeds of $47.6 million. The sale primarily included land with a total cost of $88.1 million and buildings with a total cost of $50.1 million. The accumulated depreciation of the Mountain View property which was sold was $12.5 million.
Restricted Cash
In September 2008, the trust established during 2004 for the Company’s director and officer liability self-insurance coverage was terminated, and as a result $45.0 million was released from the trust. As of September 30, 2008, the amount is recorded as Cash and cash equivalents as the Company’s ability to use it is no longer restricted.
As of September 30, 2008, the Company has $2.1 million classified as restricted cash, of which $0.5 million is pledged as collateral for standby letters of credit that guarantee certain of its contractual obligations relating to its real estate lease agreements, and $1.6 million represents employee payroll withholdings, net of claims, paid related to the short-term disability program under the State of California Employment Development Department’s Voluntary Plan Fund guidelines.
21
Other Assets
Other assets consist of the following:
| September 30, 2008 |
December 31, 2007 | |||||
| (In thousands) | ||||||
| Long-term deferred tax assets |
$ | 245,768 | $ | 230,695 | ||
| Long-term note receivable |
4,363 | 15,000 | ||||
| Long-term investments |
5,994 | 6,385 | ||||
| Debt issuance costs |
27,428 | 28,411 | ||||
| Security deposits and other |
12,789 | 10,156 | ||||
| Total other assets |
$ | 296,342 | $ | 290,647 | ||
Long-term note receivable as of September 30, 2008, included a working capital loan provided under a promissory note to the joint ventures described in Note 3, “Joint Ventures.” The promissory note bears an interest rate of 6% per annum and is receivable in December 2011. The promissory note may be optionally repaid by the borrower at any time before maturity. In October 2008, the Company sold its remaining 49% interest in the joint ventures to Fox, and the outstanding balance of the promissory note was settled pursuant to the sale agreement with Fox. Debt issuance costs represent costs incurred upon the issuance of the Convertible Debentures and credit facility which are being amortized over their respective terms.
Accounts Payable and Accrued Liabilities
Accounts payable and accrued liabilities consist of the following:
| September 30, 2008 |
December 31, 2007 | |||||
| (In thousands) | ||||||
| Accounts payable |
$ | 12,062 | $ | 9,075 | ||
| Accrued employee compensation |
100,645 | 136,891 | ||||
| Customer deposits |
21,923 | 115,014 | ||||
| Taxes payable and other tax liabilities |
51,383 | 25,847 | ||||
| Other accrued liabilities |
78,819 | 111,297 | ||||
| Total accounts payable and accrued liabilities |
$ | 264,832 | $ | 398,124 | ||
Customer deposits, at December 31, 2007, primarily consist of payables related to pass-through receivables as part of a revenue sharing agreement. As of September 30, 2008, customer deposits relating to the pass-through receivables are included in assets held for sale.
Note 8. Comprehensive (Loss) Income
Comprehensive (loss) income consists of net (loss) income adjusted for unrealized gains and losses on marketable securities classified as available-for-sale and foreign currency translation adjustments.
| Three Months Ended September 30, |
Nine Months Ended September 30, | ||||||||||||||
| 2008 | 2007 | 2008 | 2007 | ||||||||||||
| (In thousands) | |||||||||||||||
| Net (loss) income |
$ | (200,034 | ) | $ | 14,954 | $ | (274,181 | ) | $ | 71,990 | |||||
| Change in unrealized (loss) gain on investments, net of tax |
(91 | ) | (493 | ) | (406 | ) | 2,389 | ||||||||
| Foreign currency translation adjustments |
284 | 7,210 | 9,400 | 5,739 | |||||||||||
| Comprehensive (loss) income |
$ | (199,841 | ) | $ | 21,671 | $ | (265,187 | ) | $ | 80,118 | |||||
22
Note 9. Credit Facility
VeriSign has a credit agreement (the “Credit Agreement”) with a syndicate of banks and other financial institutions related to a $500.0 million senior unsecured revolving credit facility (the “Facility”), under which VeriSign, or certain designated subsidiaries may be borrowers. The Facility is available for cash borrowings up to $500.0 million and for the issuance of letters of credit up to a maximum limit of $50.0 million. During the first quarter of 2008, the Company borrowed $200.0 million and repaid $60.0 million under the Facility. During the second quarter of 2008, the Company repaid the previously outstanding loan balance of $140.0 million under the Facility. As of September 30, 2008, the Company did not have any outstanding borrowings under the Facility and the Company had utilized $1.4 million for outstanding letters of credit. The Company’s Credit Agreement contains negative covenants that limit its ability to sell assets and freely deploy the proceeds it receives from such sales, subject to exceptions based on the size and timing of the sales. As of September 30, 2008, the Company was in compliance with all covenants under the Facility.
Note 10. Calculation of Net (Loss) Income Per Share
The Company computes basic net (loss) income per share by dividing net (loss) income available to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net income per share gives effect to dilutive potential common equivalent shares, including unvested stock options, unvested restricted stock units, employee stock purchases, warrants and the conversion spread relating to the Convertible Debentures using the treasury stock method.
The following table presents the computation of basic and diluted net (loss) income per share:
| Three Months Ended September 30, |
Nine Months Ended September 30, | |||||||||||||
| 2008 | 2007 | 2008 | 2007 | |||||||||||
| (In thousands, except per share data) | ||||||||||||||
| Income: |
||||||||||||||
| Income from continuing operations |
$ | 43,720 | $ | 11,553 | $ | 47,919 | $ | 45,054 | ||||||
| Discontinued operations, net of tax |
(243,754 | ) | 3,401 | (322,100 | ) | 26,936 | ||||||||
| Net (loss) income |
$ | (200,034 | ) | $ | 14,954 | $ | (274,181 | ) | $ | 71,990 | ||||
| Weighted-average shares: |
||||||||||||||
| Weighted-average common shares outstanding |
193,853 | 240,054 | 198,622 | 242,570 | ||||||||||
| Weighted-average potential common shares outstanding: |
||||||||||||||
| Stock options |
1,154 | 4,533 | 1,805 | 4,425 | ||||||||||
| Unvested restricted stock awards |
923 | 739 | 1,111 | 586 | ||||||||||
| Conversion spread related to convertible debentures |
— | — | 1,103 | — | ||||||||||
| Employee stock purchase plans |
— | 211 | 310 | 171 | ||||||||||
| Shares used to compute diluted net income per share |
195,930 | 245,537 | 202,951 | 247,752 | ||||||||||
| Income per share: |
||||||||||||||
| Basic: |
||||||||||||||
| Continuing operations |
$ | 0.23 | $ | 0.05 | $ | 0.24 | $ | 0.19 | ||||||
| Discontinued operations |
(1.26 | ) | 0.01 | (1.62 | ) | 0.11 | ||||||||
| Net (loss) income |
$ | (1.03 | ) | $ | 0.06 | $ | (1.38 | ) | $ | 0.30 | ||||
| Diluted: |
||||||||||||||
| Continuing operations |
$ | 0.22 | $ | 0.05 | $ | 0.24 | $ | 0.18 | ||||||
| Discontinued operations |
(1.24 | ) | 0.01 | (1.59 | ) | 0.11 | ||||||||
| Net (loss) income |
$ | (1.02 | ) | $ | 0.06 | $ | (1.35 | ) | $ | 0.29 | ||||
23
Weighted-average potential common shares do not include stock options with an exercise price that exceeded the average fair market value of VeriSign’s common stock for the periods presented. The following table sets forth the weighted-average potential common shares that were excluded from the above calculation because their effect was anti-dilutive, and the respective weighted-average exercise prices of the weighted-average stock options outstanding:
| Three Months Ended September 30, |
Nine Months Ended September 30, | |||||||||||
| 2008 | 2007 | 2008 | 2007 | |||||||||
| (In thousands, except per share data) | ||||||||||||
| Weighted-average stock options outstanding |
4,353 | 5,842 | 4,100 | 8,022 | ||||||||
| Weighted-average exercise price |
$ | 33.09 | $ | 46.27 | $ | 32.87 | $ | 53.68 | ||||
| Weighted-average restricted stock awards outstanding |
657 | 75 | 38 | 573 | ||||||||
| Employee stock purchase plans |
346 | — | — | — | ||||||||
Note 11. Repurchase of Common Stock
On January 31, 2008, the Board of Directors of VeriSign authorized a stock repurchase program (“2008 Stock Repurchase Program”) having an aggregate purchase price of up to $600.0 million of its common stock. On February 8, 2008, the Company entered into an Accelerated Share Repurchase (“ASR”) agreement to repurchase $600.0 million of its common stock under the 2008 Stock Repurchase Program. The Company paid $600.0 million to a financial institution in exchange for an initial purchase of 15.1 million shares. The ASR agreement was completed on July 10, 2008, when the Company received an additional 1.4 million shares for an aggregate of 16.5 million shares under the terms of the ASR agreement. The average price per share paid by the Company on the ASR agreement was $36.33. On August 5, 2008, the Company’s Board of Directors authorized additional stock repurchases under its 2008 Stock Repurchase Program having an aggregate purchase price of up to $680.0 million of the Company’s common stock. As of September 30, 2008, $680.0 million remained available for further repurchases under the 2008 Stock Repurchase Program.
In 2006, the Board of Directors authorized a stock repurchase program (“2006 Stock Repurchase Program”) with no expiration date to repurchase up to $1.0 billion of its common stock. In July 2008, the Company repurchased approximately 3.5 million shares of its common stock at an average stock price of $34.38 per share for an aggregate cost of $120.0 million under the 2006 Stock Repurchase Program. During the first quarter of 2008, the Company repurchased approximately 15.9 million shares of its common stock at an average stock price of $33.85 per share for an aggregate cost of $544.7 million under the 2006 Stock Repurchase Program. Since inception of the 2006 Stock Repurchase Program, the Company has repurchased approximately 20.1 million shares at an average stock price of $33.79 per share for an aggregate cost of $680.0 million. As of September 30, 2008, $320.0 million remained available for further repurchases under the 2006 Stock Repurchase Program.
In aggregate, as of November 7, 2008, $1.0 billion is available for repurchase of the Company’s common stock under the Company’s stock repurchase programs.
24
Note 12. Segment Information
Description of segments
As a result of a comprehensive review of its business strategy, VeriSign changed its reportable segments in 2008. Previously, the Company had the following two reportable segments: ISG and CSG. As of September 30, 2008, the Company’s business consists of the following reportable segments: 3IS, and Other Services. The 3IS segment is comprised of Naming Services, SSL Certificate Services, IAS and VeriSign Japan. The Naming Services business is the authoritative directory provider of all .com, .net, .cc, and .tv domain names. SSL Certificate Services enable enterprises and Internet merchants to implement and operate secure networks and websites that utilize SSL protocol. These services provide customers the means to authenticate themselves to their end users and website visitors and to encrypt communications between client browsers and web servers. IAS includes managed public key infrastructure (“PKI”) services, unified authentication services, and identity protection services. VeriSign Japan is a majority-owned subsidiary and its operations primarily consist of resale of SSL Certificate Services and IAS.
The Other Services segment consists of the continuing operations of non-core businesses as well as legacy products and services. The non-core businesses that the Company plans to divest or wind down primarily include its pre-pay billing and payment services and real-time publishing services.
The segments were determined based on how the chief operating decision maker (“CODM”) views and evaluates VeriSign’s operations. VeriSign’s Chief Executive Officer has been identified as the CODM. Other factors, including customer base, homogeneity of products, technology and delivery channels, were also considered in determining the reportable segments.
The following table presents the results of VeriSign’s reportable segments:
| Internet Infrastructure and Identity Services |
Other Services |
Total Segments | |||||||
| (In thousands) | |||||||||
| Three months ended September 30, 2008: |
|||||||||
| Revenues |
$ | 239,728 | $ | 6,324 | $ | 246,052 | |||
| Cost of revenues |
39,785 | 2,353 | 42,138 | ||||||
| $ | 199,943 | $ | 3,971 | $ | 203,914 | ||||
| Internet Infrastructure and Identity Services |
Other Services |
Total Segments | |||||||
| (In thousands) | |||||||||
| Three months ended September 30, 2007: |
|||||||||
| Revenues |
$ | 202,916 | $ | 12,828 | $ | 215,744 | |||
| Cost of revenues |
31,142 | 6,269 | 37,411 | ||||||
| $ | 171,774 | $ | 6,559 | $ | 178,333 | ||||
| Internet Infrastructure and Identity Services |
Other Services |
Total Segments | |||||||
| (In thousands) | |||||||||
| Nine months ended September 30, 2008: |
|||||||||
| Revenues |
$ | 695,776 | $ | 29,216 | $ | 724,992 | |||
| Cost of revenues |
114,320 | 10,238 | 124,558 | ||||||
| $ | 581,456 | $ | 18,978 | $ | 600,434 | ||||
| Internet Infrastructure and Identity Services |
Other Services |
Total Segments | |||||||
| (In thousands) | |||||||||
| Nine months ended September 30, 2007: |
|||||||||
| Revenues |
$ | 577,079 | $ | 59,378 | $ | 636,457 | |||
| Cost of revenues |
84,397 | 33,540 | 117,937 | ||||||
| $ | 492,682 | $ | 25,838 | $ | 518,520 | ||||
25
A reconciliation of the totals reported for the reportable segments to the applicable line items in the Condensed Consolidated Statements of Operations is as follows:
| Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
| 2008 | 2007 | 2008 | 2007 | |||||||||||||
| (In thousands) | ||||||||||||||||
| Total revenues from reportable segments |
$ | 246,052 | $ | 215,744 | $ | 724,992 | $ | 636,457 | ||||||||
| Total cost of revenues from reportable segments |
42,138 | 37,411 | 124,558 | 117,937 | ||||||||||||
| Unallocated operating expenses (1) |
136,111 | 166,498 | 519,957 | 554,205 | ||||||||||||
| Operating income (loss) |
67,803 | 11,835 | 80,477 | (35,685 | ) | |||||||||||
| Other (loss) income, net |
(12,688 | ) | (6,408 | ) | (20,107 | ) | 86,109 | |||||||||
| Income from continuing operations before income taxes, (loss) earnings from unconsolidated entities and minority interest |
$ | 55,115 | $ | 5,427 | $ | 60,370 | $ | 50,424 | ||||||||
| (1) | Unallocated operating expenses include unallocated cost of revenues, sales and marketing, research and development, general and administrative, restructuring, impairments and other charges (reversals), net, and amortization of other intangible assets. |
Geographic Revenues
The following table presents a comparison of the Company’s geographic revenues:
| Three Months Ended September 30, |
Nine Months Ended September 30, | |||||||||||
| 2008 | 2007 | 2008 | 2007 | |||||||||
| (In thousands) | ||||||||||||
| United States |
$ | 163,689 | $ | 156,592 | $ | 489,341 | $ | 482,352 | ||||
| Switzerland |
58,145 | 34,215 | 155,948 | 63,315 | ||||||||
| Japan |
18,322 | 17,450 | 57,893 | 51,691 | ||||||||
| Other |
5,896 | 7,487 | 21,810 | 39,099 | ||||||||
| Total revenues |
$ | 246,052 | $ | 215,744 | $ | 724,992 | $ | 636,457 | ||||
VeriSign operates in North America, Europe, Australia, Latin America, South Africa, Japan and certain other countries in the Asia Pacific region. Revenues are generally attributed to the respective countries in which the VeriSign contracting entities are located, which does not necessarily reflect the location of the Company’s customers.
The following table presents a comparison of property and equipment, net of accumulated depreciation, by geographic region:
| September 30, 2008 |
December 31, 2007 | |||||
| (In thousands) | ||||||
| Americas: |
||||||
| United States |
$ | 347,619 | $ | 592,554 | ||
| CALA (1) |
33 | 1,130 | ||||
| Total Americas |
347,652 | 593,684 | ||||
| EMEA (2) |
7,898 | 10,005 | ||||
| APAC (3) |
18,547 | 18,228 | ||||
| Total property and equipment, net |
$ | 374,097 | $ | 621,917 | ||
26
| (1) | Canada and Latin America (“CALA”) |
| (2) | Europe, the Middle East and Africa (“EMEA”) |
| (3) | Australia, Japan and Asia Pacific (“APAC”) |
Note 13. Other (Loss) Income, Net
The following table presents the components of other (loss) income, net:
| Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
| 2008 | 2007 | 2008 | 2007 | |||||||||||||
| (In thousands) | ||||||||||||||||
| Interest income |
$ | 3,981 | $ | 11,308 | $ | 15,004 | $ | 28,039 | ||||||||
| Interest expense |
(10,278 | ) | (5,061 | ) | (30,578 | ) | (7,644 | ) | ||||||||
| Net loss on sale and impairment of investments |
(6,829 | ) | (4,314 | ) | (6,571 | ) | (3,429 | ) | ||||||||
| Net gain on divestiture of businesses |
— | — | 1,611 | 74,999 | ||||||||||||
| Unrealized gain on joint venture call options |
— | 3,992 | — | 7,747 | ||||||||||||
| Unrealized (loss) gain on contingent interest derivative on convertible debentures |
(420 | ) | (12,589 | ) | 1,664 | (12,589 | ) | |||||||||
| Income from transition services agreements |
1,224 | — | 2,590 | — | ||||||||||||
| Other, net |
(366 | ) | 256 | (3,827 | ) | (1,014 | ) | |||||||||
| Total other (loss) income, net |
$ | (12,688 | ) | $ | (6,408 | ) | $ | (20,107 | ) | $ | 86,109 | |||||
Interest income is earned principally from the investment of VeriSign’s surplus cash balances. Interest expense is derived principally from interest on VeriSign’s Convertible Debentures. Income from transition services agreements includes income generated from services provided to the purchasers of the divested businesses for a certain period of time to ensure and facilitate the transfer of business operations for those businesses. Other, net, primarily consists of foreign exchange rate gains and losses.
Note 14. Income Taxes
For the three and nine months ended September 30, 2008, the Company recorded income tax expense for continuing operations of $8.1 million and $6.6 million, respectively. For the three and nine months ended September 30, 2007, the Company recorded income tax benefit for continuing operations of $8.0 million and income tax expense of $5.2 million, respectively. The increase in income tax expense for continuing operations was primarily attributable to the increase in income from continuing operations before income taxes.
The Company applies a valuation allowance to certain deferred tax assets when management does not believe that it is more likely than not that they will be realized. These deferred tax assets consist primarily of investments with differing book and tax bases, capital loss carryforwards, and net operating losses related to certain foreign operations.
27
As of September 30, 2008, the Company had an unrecognized tax benefit for income taxes associated with uncertain tax positions of $25.4 million. If the liabilities associated with these uncertain tax positions are recognized in the future, the entire amount of unrecognized tax benefits would affect the effective tax rate. During the three and nine months ended September 30, 2008, the Company recorded a decrease in unrecognized tax benefits associated with uncertain tax positions of $16.0 million and $15.9 million, respectively, as a result of a lapse of a statute of limitation. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as a component of income tax expense. At September 30, 2008, the Company had $11.4 million of accrued interest and penalties relating to uncertain tax positions. For the three and nine months ended September 30, 2008, the Company expensed $0.4 million and $1.3 million, respectively, for interest and penalties related to income tax liabilities through income tax expense. For the three and nine months ended September 30, 2007, the Company expensed $0.7 million and $2.5 million, respectively, for interest and penalties related to income tax liabilities through income tax expense.
The Company is currently under examination by the Internal Revenue Service (“IRS”) and the California Franchise Tax Board for the years ended December 31, 2004, and December 31, 2005. The Company is also under examination by numerous state taxing jurisdictions. Because the Company may utilize net operating losses and other tax attributes to offset its taxable income in years subsequent to their origination, such attributes can be adjusted by the IRS and other taxing authorities until the statute closes on the year in which such attribute was utilized. The Company is not currently under examination by significant international taxing jurisdictions. The statutes of limitations for these jurisdictions are generally 5 years.
Note 15. Fair Value of Financial Instruments
In February 2007, the FASB issued SFAS No. 159 (“SFAS 159”), “The Fair Value Option for Financial Assets or Financial Liabilities,” which provides companies with an option to report selected financial assets and liabilities at fair value. SFAS 159 establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities. The Company has not elected to report its financial instruments at fair value, other than those already recognized and reported at fair value.
In September 2006, the FASB issued SFAS No. 157 (“SFAS 157”), “Fair Value Measurements,” which defines fair value, establishes guidelines for measuring fair value and expands disclosures regarding fair value measurements. SFAS 157 does not require any new fair value measurements but rather eliminates inconsistencies in guidance found in various prior accounting pronouncements. On February 12, 2008, the FASB issued FSP SFAS 157-2, “Effective Date of FASB Statement No. 157,” which defers the effective date for adoption of fair value measurements for nonfinancial assets and liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually), to fiscal years beginning after November 15, 2008. These nonfinancial items include assets and liabilities such as reporting units measured at fair value in a goodwill impairment test and nonfinancial assets acquired and liabilities assumed in a business combination.
The Company adopted SFAS 157 effective January 1, 2008, for all of its financial assets and liabilities that are recognized or disclosed at fair value on a recurring basis (at least annually). To increase consistency and comparability in fair value measurements, SFAS 157 establishes a fair value hierarchy based on the inputs used in valuation techniques. There are three levels to the fair value hierarchy of inputs to fair value, as follows:
| • | Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. |
| • | Level 2: Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. |
28
| • | Level 3: Unobservable inputs reflecting the Company’s own assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. |
The Company measures and reports certain financial assets and liabilities at fair value on a recurring basis, including its investments in money market funds, foreign currency forward contracts, equity investments in other public companies and a contingent interest derivative associated with its Convertible Debentures.
The following table summarizes the Company’s financial assets and liabilities measured at fair value on a recurring basis, by level within the fair value hierarchy:
| September 30, 2008 | ||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||
| (In thousands) | ||||||||||||
| Assets: |
||||||||||||
| Investments in money market funds |
$ | 228,662 | $ | — | $ | 248,403 | $ | 477,065 | ||||
| Equity investments |
391 | — | — | 391 | ||||||||
| Total |
$ | 229,053 | $ | — | $ | 248,403 | $ | 477,456 | ||||
| Liabilities: |
||||||||||||
| Foreign currency forward contracts |
$ | — | $ | 1,675 | $ | — | $ | 1,675 | ||||
| Contingent interest derivative on convertible debentures |
— | — | 12,500 | 12,500 | ||||||||
| Total |
$ | — | $ | 1,675 | $ | 12,500 | $ | 14,175 | ||||
The fair value of the Company’s investments in certain money market funds approximates their face value. Such instruments are classified as Level 1 and are included in Cash and cash equivalents. In September 2008, there was a major disruption in the global credit markets due to the rising concerns about possible financial institution defaults, the bankruptcy filing of Lehman Brothers Holdings Inc. and the potential for a deep economic recession. Following these disruptions, certain money market funds managed by The Reserve made various announcements that their underlying portfolios had experienced a loss of principal, the redemption rights of all holders were suspended indefinitely and the funds would be liquidated. As of September 30, 2008, the Company had $256.6 million invested in The Reserve’s Primary Fund (“Primary Fund”) and The Reserve International Liquidity Fund, Ltd. (“International Fund”) which it had previously classified as Cash and cash equivalents and has now classified as Short-term investments. Due to the lack of an active market for most corporate and bank debt securities, the Company assessed the fair value of the underlying securities within the Primary Fund and the International Fund based on a review of investment ratings of the underlying securities within the money-market funds coupled with an evaluation of the expected maturity value and the current performance of the securities within the funds in meeting scheduled payments of principal and interest. The Company based its estimates on historical experience and various other assumptions that it believes to be reasonable, the results of which form the basis for making judgments about the carrying values of its investments in the Primary Fund and the International Fund. The Company believes its investments in the Primary Fund and the International Fund have experienced a decline in fair value that is other-than-temporary and has, therefore, recognized an impairment loss of $8.2 million in Other (loss) income, net. This impairment is primarily related to the underlying securities of Lehman Brothers Holdings Inc. held in the Primary Fund and the International Fund. As there is a lack of an active market and as the Company has utilized its own assumptions to assess the fair value of its investments in the Primary Fund and the International Fund, the overall fair value measurement of such investments has been transferred from Level 1 into Level 3.
29
The fair value of the Company’s foreign currency forward contracts is based on foreign currency rates quoted by banks or foreign currency dealers and other public data sources. Such instruments are included in Accounts payable and accrued liabilities. The Company recorded unrealized losses related to changes in the fair value of its foreign currency forward contracts in Other (loss) income, net. The Company recorded unrealized losses of $0.3 million and $1.7 million for the three and nine months ended September 30, 2008, respectively, and unrealized losses of $0.1 million and $0.8 million for the three and nine months ended September 30, 2007, respectively, related to changes in the fair value of its foreign currency forward contracts.
Equity investments relate to the Company’s investments in the securities of other public companies. The fair value of these investments is based on the quoted market prices of the underlying shares. Such investments are included in Short-term investments.
The Company’s Convertible Debentures have contingent interest payments that are considered to be an embedded derivative. The Company accounts for the embedded derivative separately from the Convertible Debentures at fair value, with gains and losses reported in Other (loss) income, net. The Company has utilized a valuation model based on simulations of stock prices, interest rates, credit ratings and bond prices to estimate the value of the embedded derivative. The inputs to the model include risk adjusted interest rates, volatility and average yield curve observations and stock price. As several significant inputs are not observable, the overall fair value measurement of the embedded derivative is classified as Level 3.
The following table summarizes the changes in the fair value of the Company’s Level 3 assets and liabilities:
| Nine Months Ended September 30, 2008 | ||||||||
| Investments in money market funds |
Contingent interest derivative on convertible debentures |
|||||||
| (In thousands) | ||||||||
| Balance at December 31, 2007 |
$ | — | $ | 14,164 | ||||
| Transfers in from Level 1 |
256,571 | — | ||||||
| Realized loss on other-than-temporary impairment of investment (1) |
(8,168 | ) | — | |||||
| Unrealized gain on contingent interest derivative on convertible debentures (1) |
— | (1,664 | ) | |||||
| Balance at September 30, 2008 |
$ | 248,403 | $ | 12,500 | ||||
| (1) | Included in Other (loss) income, net. |
Note 16. Commitments and Contingencies
Lease Commitments