Exhibit 99.1
VERISIGN, INC. AND SUBSIDIARIES
PRO FORMA FINANCIAL STATEMENT INFORMATION
(Unaudited)
On March 2, 2009, VeriSign, Inc. (the “Company”) entered into an asset purchase agreement (the “Agreement”) with Transaction Network Services, Inc., a Delaware corporation (the “Purchaser”) for the sale of its Communications Services (“Communications”) business for cash consideration of $230.0 million, subject to certain adjustments to reflect normal fluctuations in working capital. On May 1, 2009, the divestiture transaction was completed for cash proceeds of $226.2 million after certain initial adjustments to reflect the parties’ current estimate of working capital associated with the Communications Services business as of the closing date. The divestiture transaction will be subject to a final adjustment to reflect the actual working capital balances as of the closing date.
The unaudited Pro Forma Condensed Consolidated Balance Sheet Information as of December 31, 2008 set forth below has been presented after giving effect to the Communications business divestiture transaction as if it had occurred on December 31, 2008. The Company has not presented the unaudited Pro Forma Condensed Consolidated Statement of Operations information because the Communications business was reported as discontinued operations in the Company’s fiscal 2008 Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 3, 2009.
The unaudited pro forma financial statement information presented herein has been derived primarily from the historical audited consolidated financial statements of the Company included in its fiscal 2008 Annual Report on Form 10-K.
The unaudited pro forma financial statement information presented herein has been provided for informational purposes and should not be considered indicative of the financial condition or results of operations that would have been achieved had the divestiture occurred as of the periods presented. In addition, the unaudited pro forma financial statement information presented herein does not purport to indicate balance sheet data or results of operations as of any future date or for any future period. The unaudited pro forma financial statement information presented herein, including the notes thereto, should be read in conjunction with the historical financial statements of the Company included in its fiscal 2008 Annual Report on Form 10-K.
VERISIGN, INC. AND SUBSIDIARIES
PROFORMA CONDENSED CONSOLIDATED BALANCE SHEET
(In thousands, except share data)
(Unaudited)
| | | | | | | | | | | | |
| | December 31, 2008 | |
| As Reported (1) | | | Communications Services Divestiture | | | Pro Forma | |
ASSETS | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 789,068 | | | $ | 226,196 | (2) | | $ | 1,015,264 | |
Accounts receivable, net of allowance for doubtful accounts of $1,208 at December 31, 2008 | | | 83,749 | | | | — | | | | 83,749 | |
Prepaid expenses and other current assets | | | 268,178 | | | | (1,238 | ) | | | 266,940 | |
Assets held for sale | | | 483,840 | | | | (236,199 | ) | | | 247,641 | |
| | | | | | | | | | | | |
Total current assets | | | 1,624,835 | | | | (11,241 | ) | | | 1,613,594 | |
| | | | | | | | | | | | |
Property and equipment, net | | | 382,241 | | | | — | | | | 382,241 | |
Goodwill | | | 283,109 | | | | — | | | | 283,109 | |
Other intangible assets, net | | | 35,312 | | | | — | | | | 35,312 | |
Restricted cash | | | 1,858 | | | | — | | | | 1,858 | |
Other assets | | | 245,877 | | | | (65 | ) | | | 245,812 | |
| | | | | | | | | | | | |
Total long-term assets | | | 948,397 | | | | (65 | ) | | | 948,332 | |
| | | | | | | | | | | | |
Total assets | | $ | 2,573,232 | | | $ | (11,306 | ) | | $ | 2,561,926 | |
| | | | | | | | | | | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | |
Accounts payable and accrued liabilities | | $ | 263,535 | | | $ | (8,193 | ) | | $ | 255,342 | |
Accrued restructuring costs | | | 28,920 | | | | — | | | | 28,920 | |
Deferred revenues | | | 629,800 | | | | — | | | | 629,800 | |
Deferred tax liabilities | | | 5,463 | | | | — | | | | 5,463 | |
Liabilities related to assets held for sale | | | 49,160 | | | | (12,182 | ) | | | 36,978 | |
| | | | | | | | | | | | |
Total current liabilities | | | 976,878 | | | | (20,375 | ) | | | 956,503 | |
| | | | | | | | | | | | |
Long-term deferred revenues | | | 215,281 | | | | — | | | | 215,281 | |
Long-term accrued restructuring costs | | | 3,037 | | | | — | | | | 3,037 | |
Convertible debentures | | | 1,261,655 | | | | — | | | | 1,261,655 | |
Long-term tax liability | | | 16,378 | | | | — | | | | 16,378 | |
| | | | | | | | | | | | |
Total long-term liabilities | | | 1,496,351 | | | | — | | | | 1,496,351 | |
| | | | | | | | | | | | |
Total liabilities | | | 2,473,229 | | | | (20,375 | ) | | | 2,452,854 | |
| | | | | | | | | | | | |
Commitments and contingencies | | | | | | | | | | | | |
Minority interest in subsidiaries | | | 49,208 | | | | — | | | | 49,208 | |
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: 191,547,795 excluding 112,717,587 held in treasury, at December 31, 2008 | | | 304 | | | | — | | | | 304 | |
Additional paid-in capital | | | 21,472,895 | | | | — | | | | 21,472,895 | |
Accumulated deficit | | | (21,439,410 | ) | | | 9,069 | | | | (21,430,341 | ) |
Accumulated other comprehensive income | | | 17,006 | | | | — | | | | 17,006 | |
| | | | | | | | | | | | |
Total stockholders’ equity | | | 50,795 | | | | 9,069 | | | | 59,864 | |
| | | | | | | | | | | | |
Total liabilities and stockholders’ equity | | $ | 2,573,232 | | | $ | (11,306 | ) | | $ | 2,561,926 | |
| | | | | | | | | | | | |
(1) | As reported in the Company’s fiscal 2008 Annual Report on Form 10-K. |
(2) | Represents cash proceeds received, less estimated transaction costs incurred in connection with the divestiture. |