Statement Of Financial Position
Statement Of Financial Position Classified (USD $) | ||
In Thousands | 6 Months Ended
Jun. 30, 2009 | 6 Months Ended
Dec. 31, 2008 |
Current assets: | ||
Cash and cash equivalents | $1,308,352 | $789,068 |
Accounts receivable, net of allowance for doubtful accounts of $1,088 at June 30, 2009 and $1,208 at December 31, 2008 | 77,372 | 83,749 |
Prepaid expenses and other current assets | 167,160 | 268,178 |
Assets held for sale | 263,991 | 483,840 |
Total current assets | 1,816,875 | 1,624,835 |
Property and equipment, net | 370,107 | 385,498 |
Goodwill | 289,681 | 283,109 |
Other intangible assets, net | 37,333 | 35,312 |
Other assets | 36,177 | 38,118 |
Total long-term assets | 733,298 | 742,037 |
Total assets | 2,550,173 | 2,366,872 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 238,785 | 263,535 |
Accrued restructuring costs | 6,882 | 28,920 |
Deferred revenues | 655,777 | 629,800 |
Liabilities related to assets held for sale | 49,585 | 49,160 |
Other current liabilities | 5,411 | 5,463 |
Total current liabilities | 956,440 | 976,878 |
Long-term deferred revenues | 222,106 | 215,281 |
Long-term accrued restructuring costs | 3,610 | 3,037 |
Convertible debentures, including contingent interest derivative | 570,707 | 568,712 |
Other long-term liabilities | 76,611 | 84,543 |
Total long-term liabilities | 873,034 | 871,573 |
Total liabilities | 1,829,474 | 1,848,451 |
Commitments and contingencies | - | - |
VeriSign, Inc. and subsidiaries stockholders' equity: | ||
Preferred stock-par value $.001 per share; Authorized shares: 5,000,000; Issued and outstanding shares: none | 0 | 0 |
Common stock-par value $.001 per share; Authorized shares: 1,000,000,000; Issued and outstanding shares: 192,243,161 excluding 113,713,032 held in treasury, at June 30, 2009; and 191,547,795 excluding 112,717,587 held in treasury, at December 31, 2008 | 306 | 304 |
Additional paid-in capital | 22,008,243 | 21,891,891 |
Accumulated deficit | (21,340,094) | (21,439,988) |
Accumulated other comprehensive income | 5,853 | 17,006 |
Total VeriSign, Inc. and subsidiaries stockholders' equity | 674,308 | 469,213 |
Noncontrolling interest in subsidiary | 46,391 | 49,208 |
Total stockholders' equity | 720,699 | 518,421 |
Total liabilities and stockholders' equity | $2,550,173 | $2,366,872 |
1_Statement Of Financial Positi
Statement Of Financial Position Classified (Parenthetical) (USD $) | ||
In Thousands, except Share data | Jun. 30, 2009
| Dec. 31, 2008
|
Accounts receivable, allowance for doubtful accounts | $1,088 | $1,208 |
Preferred stock, par value | 0.001 | 0.001 |
Preferred stock, Authorized shares | 5,000,000 | 5,000,000 |
Preferred stock, Issued shares | 0 | 0 |
Preferred stock, outstanding shares | 0 | 0 |
Common stock, par value | 0.001 | 0.001 |
Common stock, Authorized shares | 1,000,000,000 | 1,000,000,000 |
Common stock, Issued and outstanding shares | 192,243,161 | 191,547,795 |
Common stock, held in treasury | 113,713,032 | 112,717,587 |
Statement Of Income Alternative
Statement Of Income Alternative (USD $) | ||||
In Thousands, except Per Share data | 3 Months Ended
Jun. 30, 2009 | 3 Months Ended
Jun. 30, 2008 | 6 Months Ended
Jun. 30, 2009 | 6 Months Ended
Jun. 30, 2008 |
Revenues | $256,619 | $242,033 | $511,614 | $477,298 |
Costs and expenses: | ||||
Cost of revenues | 57,476 | 55,748 | 117,784 | 115,233 |
Sales and marketing | 45,299 | 43,550 | 83,326 | 92,133 |
Research and development | 23,234 | 23,540 | 48,036 | 48,764 |
General and administrative | 42,939 | 48,574 | 92,087 | 103,065 |
Restructuring and other charges | 470 | 85,123 | 5,245 | 101,384 |
Amortization of other intangible assets | 3,061 | 2,537 | 6,282 | 5,175 |
Total costs and expenses | 172,479 | 259,072 | 352,760 | 465,754 |
Operating income (loss) | 84,140 | (17,039) | 158,854 | 11,544 |
Other loss, net | (10,266) | (5,219) | (14,559) | (8,858) |
Income (loss) from continuing operations before income taxes and income (loss) from unconsolidated entities | 73,874 | (22,258) | 144,295 | 2,686 |
Income tax expense (benefit) | 29,570 | (8,059) | 53,102 | (1,410) |
Income (loss) from unconsolidated entities, net of tax | 0 | 1,171 | 0 | (590) |
Income (loss) from continuing operations, net of tax | 44,304 | (13,028) | 91,193 | 3,506 |
(Loss) income from discontinued operations, net of tax | (8,532) | (55,161) | 10,094 | (78,850) |
Net income (loss) | 35,772 | (68,189) | 101,287 | (75,344) |
Less: Net income attributable to noncontrolling interest in subsidiary | (898) | (989) | (1,393) | (1,895) |
Net income (loss) attributable to VeriSign, Inc. and subsidiaries common stockholders | 34,874 | (69,178) | 99,894 | (77,239) |
Basic income (loss) per share attributable to VeriSign, Inc. and subsidiaries common stockholders from: | ||||
Continuing operations | 0.23 | -0.07 | 0.47 | 0.01 |
Discontinued operations | -0.05 | -0.28 | 0.05 | -0.39 |
Net income (loss) | 0.18 | -0.35 | 0.52 | -0.38 |
Diluted income (loss) per share attributable to VeriSign, Inc. and subsidiaries common stockholders from: | ||||
Continuing operations | 0.22 | -0.07 | 0.47 | 0.01 |
Discontinued operations | -0.04 | -0.28 | 0.05 | -0.38 |
Net income (loss) | 0.18 | -0.35 | 0.52 | -0.37 |
Shares used to compute net income (loss) per share attributable to VeriSign, Inc. and subsidiaries common stockholders: | ||||
Basic | 192,649 | 195,515 | 192,481 | 201,032 |
Diluted | 193,426 | 195,515 | 193,116 | 206,488 |
Amounts attributable to VeriSign, Inc. and subsidiaries common stockholders: | ||||
Income (loss) from continuing operations, net of tax | 43,406 | (14,017) | 89,800 | 1,611 |
(Loss) income from discontinued operations, net of tax | (8,532) | (55,161) | 10,094 | (78,850) |
Net income (loss) attributable to VeriSign, Inc. and subsidiaries common stockholders | $34,874 | ($69,178) | $99,894 | ($77,239) |
Statement Of Shareholders Equit
Statement Of Shareholders Equity And Other Comprehensive Income (USD $) | |
In Thousands | Total
|
Beginning Balance Adjusted at Dec. 31, 2008 | $518,421 |
Beginning Balance | 50,795 |
Cumulative adjustment to beginning balance upon adoption of FSP APB 14-1 (Note 1) | 418,418 |
Cumulative adjustment to beginning balance upon adoption of SFAS 160 (Note 1) | 49,208 |
Comprehensive income (loss): | |
Net income | 101,287 |
Other comprehensive (loss) income: | |
Foreign currency translation adjustments | (14,859) |
Change in unrealized gain on investments, net of tax | 289 |
Total comprehensive income (loss) | 86,717 |
Issuance of common stock under stock plans | 20,945 |
Stock-based compensation | 29,485 |
Dividend declared to noncontrolling interest in subsidiary | (807) |
Income tax associated with stock options | 88,575 |
Repurchase of common stock | (22,637) |
Ending Balance at Jun. 30, 2009 | $720,699 |
Statement Of Cash Flows Indirec
Statement Of Cash Flows Indirect (USD $) | ||
In Thousands | 6 Months Ended
Jun. 30, 2009 | 6 Months Ended
Jun. 30, 2008 |
Cash flows from operating activities: | ||
Net income (loss) | $101,287 | ($75,344) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Loss (gain) on divestiture of businesses, net of tax | 37,305 | (33,022) |
Depreciation of property and equipment | 35,116 | 61,162 |
Amortization of other intangible assets | 6,282 | 17,452 |
Estimated losses (reversals) on assets held for sale | (21,027) | 71,415 |
Stock-based compensation | 28,096 | 56,331 |
Loss on disposal of property and equipment | 1,366 | 80,418 |
Impairment of goodwill | 0 | 45,793 |
Excess tax benefit associated with stock-based compensation | (94,529) | 0 |
Other, net | (1,749) | 2,630 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | 8,802 | 31,186 |
Prepaid expenses and other assets | (10,216) | (5,542) |
Accounts payable and accrued liabilities | 19,545 | (99,581) |
Accrued restructuring costs | (21,093) | 28,401 |
Deferred revenues | 32,080 | 65,658 |
Net cash provided by operating activities | 121,265 | 246,957 |
Cash flows from investing activities: | ||
Proceeds from maturities and sales of investments | 117,901 | 100 |
Proceeds from sale of property and equipment | 0 | 48,843 |
Purchases of property and equipment | (40,815) | (60,769) |
Proceeds received from divestiture of businesses, net of cash contributed | 235,500 | 60,613 |
Other investing activities | (3,466) | 1,110 |
Net cash provided by investing activities | 309,120 | 49,897 |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock from option exercises and employee stock purchase plan | 20,945 | 92,527 |
Repurchases of common stock | (22,637) | (1,148,380) |
Proceeds from credit facility | 0 | 200,000 |
Repayment of short-term debt related to credit facility | 0 | (200,000) |
Excess tax benefit associated with stock-based compensation | 94,529 | 0 |
Dividend paid to noncontrolling interest in subsidiary | (101) | (723) |
Net cash provided by (used in) financing activities | 92,736 | (1,056,576) |
Effect of exchange rate changes on cash and cash equivalents | (3,837) | 4,017 |
Net increase (decrease) in cash and cash equivalents | 519,284 | (755,705) |
Cash and cash equivalents at beginning of period | 789,068 | 1,376,722 |
Cash and cash equivalents at end of period | 1,308,352 | 621,017 |
Supplemental cash flow disclosures: | ||
Cash paid for interest, net of capitalized interest | 19,521 | 18,218 |
Dividend payable to noncontrolling interest in subsidiary | $706 | $7 |
Notes to Financial Statements
Notes to Financial Statements | |
6 Months Ended
Jun. 30, 2009 USD / shares | |
Notes to Financial Statements [Abstract] | |
Note 1. Basis of Presentation | Note1. 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 Form10-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 of, 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 VeriSigns fiscal 2008 Annual Report on Form10-K (the 2008 Form 10-K) filed with the SEC on March3, 2009. Reclassifications During the first quarter of 2009, the Company disaggregated its Enterprise and Security Services (ESS) disposal group held for sale as of December31, 2008, into the following three businesses: (i)Global Security Consulting (GSC), (ii)iDefense Security Intelligence Services (iDefense) and (iii)Managed Security Services (MSS). The Company decided to retain its iDefense business and, accordingly, reclassified the assets and liabilities related to iDefense as held and used in 2009. The Company also reclassified the historical results of operations of iDefense from discontinued operations to continuing operations as part of Naming Services for all periods presented. The Condensed Consolidated Statements of Operations have been reclassified for all periods presented to reflect current discontinued operations treatment. Unless noted otherwise, discussions in the Notes to Condensed Consolidated Financial Statements pertain to continuing operations. Subsequent Events The Company evaluated subsequent events through August6, 2009, the date this Quarterly Report on Form10-Q was filed with the SEC. Adoption of New Accounting Standards Effective January1, 2009, the Company adopted Statement of Financial Accounting Standard (SFAS) No.160 (SFAS 160), Noncontrolling 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 noncontrolling interests be treated as equity. The Company reclassified the noncontrolling interest of $49.2 million as of December31, 2008 in its consolidated VeriSign Japan subsidiary to Stockholders equity. Effective January1, 2009, the Company retroactively adopted the Financial Accounting Standards Board (FASB) Staff Position (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 |
Note 2. Stock-Based Compensation | Note2. 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: ThreeMonthsEnded June30, SixMonthsEnded June30, 2009 2008 2009 2008 (In thousands) Cost of revenues $ 1,799 $ 2,101 $ 3,463 $ 4,510 Sales and marketing 2,742 2,768 5,146 6,219 Research and development 1,486 1,833 3,009 4,304 General and administrative 5,691 10,151 10,968 16,625 Restructuring and other charges 68 1,138 798 4,562 Other loss, net 610 610 Stock-based compensation for continuing operations 11,786 18,601 23,384 36,830 Stock-based compensation for discontinued operations 2,383 10,935 4,712 19,501 Total consolidated stock-based compensation $ 14,169 $ 29,536 $ 28,096 $ 56,331 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 Companys 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: ThreeMonthsEnded June30, SixMonthsEnded June30, 2009 2008 2009 2008 Stock options: Volatility 41 % 33 % 47 % 36 % Risk-free interest rate 1.80 % 2.92 % 1.54 % 2.62 % Expected term 3.33years 3.10years 3.68years 3.11years Dividend yield Zero Zero Zero Zero Employee stock purchase plan awards: Volatility n/a n/a 54 % 31 % Risk-free interest rate n/a n/a 0.47 % 2.69 % Expected term n/a n/a 1.25 years 1.25 years Dividend yield n/a n/a Zero Zero VeriSigns 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 United States (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 h |
Note 3. Assets Held for Sale and Discontinued Operations | Note 3. Assets Held for Sale and Discontinued Operations In 2007, VeriSign announced a change to its business strategy to allow management to focus its attention on its core competencies and to make additional resources available to invest in its core businesses. The strategy calls for the divesture or winding down of the following remaining non-core businesses in the Companys portfolio as of June30, 2009: GSC, MSS (sold in July 2009), Messaging Services, and Pre-Pay billing and payment (Pre-Pay) Services. The Messaging Services business is comprised of Messaging and Mobile Media (MMM) Services and m-Qube Services. The m-Qube Services business is comprised of Content Portal Services (CPS) which was formerly reported as a separate disposal group held for sale as of December31, 2008, and Mobile Delivery Gateway (MDG) Services which was formerly included as part of the MMM disposal group held for sale as of December31, 2008. All of the remaining non-core businesses in the Companys portfolio, except for the Pre-Pay Services business, which the Company is currently in the process of winding down, are classified as disposal groups held for sale as of June30, 2009, and their results of operations have been classified as discontinued operations for all periods presented. During the first quarter of 2009, the Company disaggregated its ESS disposal group held for sale as of December31, 2008, into the following three businesses: (i)GSC, (ii)iDefense and (iii)MSS. The Company decided to retain its iDefense business and, accordingly, reclassified the assets and liabilities related to iDefense as held and used in 2009. The Company also reclassified the historical results of operations of iDefense from discontinued operations to continuing operations as part of Naming Services for all periods presented. Completed Divestitures On May5, 2009, the Company sold its Real-Time Publisher (RTP) Services business which allows organizations to obtain access to and organize large amounts of constantly updated content, and distribute it, in real time, to enterprises, Web-portal developers, application developers and consumers. During the six months ended June30, 2009, the Company recorded a gain on sale of $7.7 million, net of an income tax benefit of $5.8 million, including a reversal of estimated losses on disposal recorded prior to sale. On May1, 2009, the Company sold its Communications Services business which provides Billing and Commerce Services, Connectivity and Interoperability Services, and Intelligent Database Services to Transaction Network Services, Inc. (TNS) for cash consideration of $226.2 million. During the six months ended June30, 2009, the Company recorded a loss on sale of $57.3 million, net of an income tax expense of $55.3 million, including estimated losses on disposal recorded prior to sale. The cash consideration of $226.2 million was determined after certain initial adjustments to reflect the parties then-current estimate of working capital associated with the Communications Services business as of the closing date. This divestiture transaction will be subject to a final adjustment to reflect the final agreed-upon working c |
Note 4. Restructuring, Impairments and Other Charges | Note4. Restructuring, Impairments and Other Charges A comparison of restructuring, impairments and other charges is presented below: ThreeMonthsEnded June30, SixMonthsEnded June30, 2009 2008 2009 2008 (In thousands) Restructuring charges for continuing operations $ 408 $ 6,054 $ 5,183 $ 22,315 Other charges for continuing operations 62 79,069 62 79,069 Total restructuring and other charges for continuing operations 470 85,123 5,245 101,384 Restructuring charges for discontinued operations 3,317 13,160 2,913 23,364 Impairments for discontinued operations 45,793 45,793 Total restructuring charges and impairments for discontinued operations 3,317 58,953 2,913 69,157 Total consolidated restructuring, impairments and other charges $ 3,787 $ 144,076 $ 8,158 $ 170,541 Restructuring Charges As part of its divestiture strategy, VeriSign initiated a restructuring plan in the first quarter of 2008 (the 2008 Restructuring Plan) which includes workforce reductions, abandonment of excess facilities and other exit costs. The restructuring charges in the table above are substantially related to the 2008 Restructuring Plan. Through June30, 2009, VeriSign recorded a total of $77.7 million in restructuring charges, inclusive of amounts for discontinued operations, under its 2008 Restructuring Plan. The following table presents the nature of the restructuring charges: ThreeMonthsEnded June30, SixMonthsEnded June30, 2009 2008 2009 2008 (In thousands) Continuing operations: Workforce reductionseverance and benefits $ 321 $ 3,745 $ 3,131 $ 15,753 Workforce reductionstock-based compensation 68 1,138 798 4,562 Total workforce reduction 389 4,883 3,929 20,315 Excess facilities 19 274 1,254 288 Other exit costs 897 1,712 Total restructuring charges for continuing operations $ 408 $ 6,054 $ 5,183 $ 22,315 Discontinued operations: Workforce reductionseverance and benefits $ 2,716 $ 9,297 $ 2,183 $ 19,084 Workforce reductionstock-based compensation 389 3,863 591 4,280 Total workforce reduction 3,105 13,160 2,774 23,364 Excess facilities 212 139 Other exit costs Total restructuring charges for discontinued operations $ 3,317 $ 13,160 $ 2,913 $ 23,364 Consolidated: Workforce reductionseverance and benefits $ 3,037 $ 13,042 $ 5,314 $ 34,837 Workforce reductionstock based compensation 457 5,001 1,389 8,842 Total workforce re |
Note 5. Goodwill | Note5. Goodwill The following table summarizes the changes in the carrying amount of goodwill allocated to the Companys Internet Infrastructure and Identity Services (3IS) segment during the six months ended June30, 2009. There is no goodwill allocated to the Companys Other Services segment. For a description of our segments, see Note 10, Segment Information. 3IS (Inthousands) Balance at December31, 2008 $ 283,109 Reclassification from assets held for sale 7,000 Other adjustments (1) (428 ) Balance at June30, 2009 $ 289,681 (1) Other adjustments consist of foreign exchange fluctuations. During the six months ended June30, 2009, the Company disaggregated its ESS disposal group held for sale as of December31, 2008, into the following three businesses: (i)GSC, (ii)iDefense, and (iii)MSS. The Company decided to retain its iDefense business and, accordingly, reclassified goodwill of $7.0 million allocated to iDefense as held and used in 2009. During the second quarter of 2009, the Company performed an annual impairment review of its Naming Services, Authentication Services and VeriSign Japan reporting units related to its core businesses, as well as for an indefinite-lived intangible asset related to the Companys .name generic top-level domain. The estimated fair value of each reporting unit was computed using a combination of the income approach and the market valuation approach. 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. Each of the reporting units reviewed for impairment had a fair value in excess of its carrying value and no further analysis was required. The estimated fair value of the indefinite-lived intangible asset related to the Companys .name generic top-level domain was computed using the income approach. There were no impairment charges for goodwill and other indefinite-lived intangible assets during the second quarter of 2009. Any changes to the Companys business strategy, growth assumptions and/or discounted cash flow projections could result in an impairment of its indefinite-lived intangible asset in future periods. The indefinite-lived intangible asset has a carrying amount of $11.7 million as of June30, 2009, and is included in Other intangible assets, net. During the second quarter of 2008, the Company recorded a goodwill impairment charge of $45.8 million in discontinued operations relating to its divested Post-Pay reporting unit. |
Note 6. Other Balance Sheet Items | Note6. Other Balance Sheet Items Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following: June30, 2009 December31, 2008 (In thousands) Prepaid expenses $ 23,175 $ 22,775 Deferred tax assets 65,529 64,482 Non-trade receivables 12,326 13,054 Receivables from buyers 29,597 14,899 Funds held by the Reserve 32,445 150,346 Other 4,088 2,622 Total prepaid expenses and other current assets $ 167,160 $ 268,178 As of June30, 2009, the Company had an aggregate of $32.4 million held by The Reserves Primary Fund (the Primary Fund) and The Reserve International Liquidity Fund, Ltd. (the International Fund), classified as Prepaid expenses and other current assets due to the lack of an active market. During the six months ended June30, 2009, the Company received distributions of $13.9 million and $104.0 million from the Primary Fund and the International Fund, respectively. As of June30, 2009, Receivables from buyers consists of receivables related to sale consideration of $10.5 million and receivables for payments made on behalf of buyers under transition services agreements of $19.1 million for certain divested businesses. Property and Equipment, Net The following table presents the detail of Property and equipment, net: June30, 2009 December31, 2008 (In thousands) Land $ 133,746 $ 133,746 Buildings 129,757 135,242 Computer equipment and software 326,919 342,470 Capital work in progress 10,589 16,595 Office equipment, furniture and fixtures 14,790 15,491 Leasehold improvements 52,590 52,690 Total cost 668,391 696,234 Less: accumulated depreciation and amortization (298,284 ) (310,736 ) Total property and equipment, net $ 370,107 $ 385,498 Other Assets Other assets consist of the following: June30, 2009 December31, 2008 (In thousands) Long-term deferred tax assets $ 4,727 $ 2,562 Long-term investments 6,745 5,996 Debt issuance costs 12,775 13,233 Long-term restricted cash 2,061 1,858 Security deposits and other 9,869 14,469 Total other assets $ 36,177 $ 38,118 Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities consist of the following: June30, 2009 December31, 2008 (In thousands) Accounts payable $ 27,630 $ 30,690 Accrued employee compensation 72,760 109,958 Customer deposits, net 26,738 30,432 Taxes payable and other tax liabilities 39,250 18,173 Other accrued liabilities 72,407 74,282 Total accounts payable and accrued liabilities $ 238,785 $ 263,535 Other Long-term Liabilities Other long-term liabilities consist of the following: June30, |
Note 7. Stockholders' Equity | Note7. Stockholders' Equity Comprehensive Income (Loss) Comprehensive income (loss) consists of Net income (loss) adjusted for unrealized gains and losses on marketable securities classified as available-for-sale and foreign currency translation adjustments. The following table presents the components of Comprehensive income (loss): Three Months Ended June30, Six Months Ended June30, 2009 2008 2009 2008 (In thousands) Net income (loss) $ 35,772 $ (68,189 ) $ 101,287 $ (75,344 ) Foreign currency translation adjustments (4,905 ) (7,365 ) (14,859 ) 9,117 Change in unrealized gain (loss) on investments, net of tax 131 (513 ) 289 (316 ) Comprehensive income (loss) 30,998 (76,067 ) 86,717 (66,543 ) Less: Comprehensive income (loss) attributable to noncontrolling interest in subsidiary 2,090 (3,369 ) (2,024 ) 5,158 Comprehensive income (loss) attributable to VeriSign Inc. common stockholders $ 28,908 $ (72,698 ) $ 88,741 $ (71,701 ) Repurchase of Common Stock In 2006, the Board of Directors authorized a stock repurchase program (the 2006 Stock Repurchase Program) with no expiration date to repurchase up to $1.0 billion of its common stock. During the three and six months ended June30, 2009, VeriSign repurchased approximately 0.9million shares of its common stock at an average stock price of $23.15 per share for an aggregate of $20.0 million under the 2006 Stock Repurchase Program. As of June30, 2009, approximately $250.0 million is available under the 2006 Stock Repurchase Program. In 2008, the Board of Directors authorized the 2008 Stock Repurchase Program (the 2008 Stock Repurchase Program) having an aggregate purchase price of up to $1.28 billion of its common stock. As of June30, 2009, $680.0 million remained available for further repurchase under the 2008 Stock Repurchase Program. |
Note 8. Calculation of Net Income (Loss) Per Share Attributable to VeriSign Common Stockholders | Note8. Calculation of Net Income (Loss) Per Share Attributable to VeriSign Common Stockholders The Company computes basic net income (loss) per share attributable to VeriSign common stockholders by dividing net income (loss) attributable to VeriSign common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net income per share attributable to VeriSign common stockholders gives effect to dilutive potential common equivalent shares, including unvested stock options, unvested restricted stock units, employee stock purchases 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 income (loss) per share attributable to VeriSign common stockholders: Three Months Ended June30, Six Months Ended June30, 2009 2008 2009 2008 (In thousands, except per share data) Income (loss) attributable to VeriSign common stockholders: Income (loss) from continuing operations, net of tax $ 43,406 $ (14,017 ) $ 89,800 $ 1,611 (Loss) income from discontinued operations, net of tax (8,532 ) (55,161 ) 10,094 (78,850 ) Net income (loss) attributable to VeriSign common stockholders $ 34,874 $ (69,178 ) $ 99,894 $ (77,239 ) Weighted-average shares: Weighted-average shares of common stock outstanding 192,649 195,515 192,481 201,032 Weighted-average potential shares of common stock outstanding: Stock options 306 271 2,131 Unvested restricted stock awards 471 364 1,205 Conversion spread related to Convertible Debentures 1,655 Employee stock purchase plans 465 Shares used to compute diluted net income (loss) per share attributable to VeriSign common stockholders 193,426 195,515 193,116 206,488 Income (loss) per share attributable to VeriSign common stockholders: Basic: Continuing operations $ 0.23 $ (0.07 ) $ 0.47 $ 0.01 Discontinued operations (0.05 ) (0.28 ) 0.05 (0.39 ) Net income (loss) $ 0.18 $ (0.35 ) $ 0.52 $ (0.38 ) Diluted: Continuing operations $ 0.22 $ (0.07 ) $ 0.47 $ 0.01 Discontinued operations (0.04 ) (0.28 ) 0.05 (0.38 ) Net income (loss) $ 0.18 $ (0.35 ) $ 0.52 $ (0.37 ) Weighted-average potential shares of common stock do not include stock options with an exercise price that exceeded the average fair market value of VeriSigns common stock for the periods presented. The following table sets forth the weighted-average potential share |
Note 9. Junior Subordinated Convertible Debentures | Note 9.Junior Subordinated Convertible Debentures In 2007, the Company issued $1.25 billion principal amount of 3.25% convertible debentures due August15, 2037, to an initial purchaser in a private offering. The Convertible Debentures are subordinated in right of payment to the Companys existing and future senior debt and to the other liabilities of the Companys subsidiaries. The Convertible Debentures are initially convertible, subject to certain conditions, into shares of the Company common stock at a conversion rate of 29.0968 shares of common stock per $1,000 principal amount of Convertible Debentures, representing an initial effective conversion price of approximately $34.37 per share of common stock. The conversion rate will be subject to adjustment for certain events as outlined in the Indenture governing the Convertible Debentures but will not be adjusted for accrued interest. As of June30, 2009, the if-converted value of the Convertible Debentures does not exceed its principal amount. Effective January1, 2009, the Company retroactively adopted 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 borrowing rate for a similar non-convertible debt. The Company calculated the carrying value of the liability component at issuance as the present value of its cash flows using a discount rate of 8.5% (borrowing rate for similar non-convertible debt with no contingent payment options), adjusted for the fair value of the contingent interest feature, yielding an effective interest rate of 8.39%. The carrying value of the liability component was determined to be $550.5 million. The excess of the principal amount of the debt over the carrying value of the liability component is also called debt discount or equity component of the Convertible Debentures. The equity component of the Convertible Debentures on the date of issuance was $700.7 million. The debt discount will be amortized using the Companys effective interest rate of 8.39% over the term of the Convertible Debentures as a non-cash charge to interest expense included in Other loss, net. As of June30, 2009, the remaining term of the Convertible Debentures is 28.2 years. The table below presents the carrying amounts of the liability and equity components: June30, 2009 December31, 2008 (In thousands) Carrying amount of equity component (net of issuance costs of $14,449) $ 686,221 $ 686,221 Principal amount of Convertible Debentures $ 1,250,000 $ 1,250,000 Unamortized discount of liability component (688,793 ) (691,837 ) Carrying amount of liability component 561,207 558,163 Contingent interest derivative 9,500 10,549 Convertible debentures, including contingent interest derivative $ 570,707 $ 568,712 The tab |
Note 10. Segment Information | Note10. Segment Information Description of segments The Company has the following two reportable segments: (1)3IS, which consists of Naming Services and Authentication Services. Authentication Services is comprised of Business Authentication Services, formerly known as Secure Socket Layer (SSL) Certificate Services; and User Authentication Services, formerly known as Identity and Authentication Services; and (2)Other Services, which consists of the continuing operations of non-core businesses and legacy products and services from divested businesses. Naming Services is the authoritative directory provider of all .com, .net, .cc, .tv, .name and .jobs domain names. Business Authentication Services enable enterprises and Internet merchants to implement and operate secure networks and websites that utilize SSL protocol. Business Authentication 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. User Authentication Services include identity protection services, fraud detection services, managed public key infrastructure (PKI) services, and unified authentication services. User Authentication Services are intended to help enterprises secure intranets, extranets and other applications and devices, and provide authentication credentials. The Other Services segment consists of the continuing operations of the Companys non-core Pre-Pay billing and payment (Pre-Pay) Services business, as well as legacy products and services from the divested Content Delivery Network business. The Company is in the process of winding down the operations of the Pre-Pay Services business. The segments were determined based on how the chief operating decision maker (CODM) views and evaluates VeriSigns operations. VeriSigns Chief Executive Officer on an interim basis 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 tables present the results of VeriSigns reportable segments: 3IS Other Services Total Segments (In thousands) Three months ended June30, 2009: Revenues: Naming Services $ 153,418 $ $ 153,418 Authentication Services 101,830 101,830 Other Services 1,371 1,371 Total revenues 255,248 1,371 256,619 Cost of revenues 46,173 946 47,119 $ 209,075 $ 425 $ 209,500 3IS Other Services Total Segments (In thousands) Three months ended June30, 2008: Revenues: Naming Services $ 133,981 $ $ 133,981 Authentication Services 100,467 100,467 Other Services 7,585 7,585 Total revenues 234,448 7,585 242,033 Cost of revenues 38,393 3,020 41,413 $ 196,055 $ 4,565 $ 200,620 |
Note 11. Other Loss, Net | Note11. Other Loss, Net The following table presents the components of Other loss, net: Three MonthsEnded June30, Six MonthsEnded June30, 2009 2008 2009 2008 (In thousands) Interest income $ 1,126 $ 2,728 $ 2,569 $ 11,023 Interest expense (11,805 ) (10,824 ) (23,610 ) (21,745 ) Net gain on divestiture of businesses 2,127 909 954 Unrealized (loss) gain on contingent interest derivative on convertible debentures (125 ) 246 1,049 2,084 Income from transition services agreements 1,056 1,366 1,838 1,366 Other, net (518 ) (862 ) 2,686 (2,540 ) Total other loss, net $ (10,266 ) $ (5,219 ) $ (14,559 ) $ (8,858 ) Interest income is earned principally from the investment of VeriSigns surplus cash balances. Interest expense is derived principally from interest on VeriSigns Convertible Debentures. During the six months ended June30, 2009, Other, net, primarily consists of $3.3 million received from Certicom Corporation (Certicom) due to the termination of the acquisition agreement entered into with Certicom during the three months ended March31, 2009, and foreign exchange rate gains and losses. During the six months ended June30, 2008, Other, net primarily consists of net foreign exchange rate losses. |
Note 12. Income Taxes | Note12. Income Taxes During the three and six months ended June30, 2009, the Company recorded income tax expense for continuing operations of $29.6 million and $53.1 million, respectively. During the three and six months ended June30, 2008, the Company recorded income tax benefit for continuing operations of $8.1 million and $1.4 million, respectively. On February20, 2009, the State of California enacted changes in tax laws that are expected to have a beneficial impact on the Companys effective tax rate beginning in 2011. As a result, the Company revalued certain state deferred tax assets and liabilities that are expected to reverse after the effective date of the change, and recognized a discrete income tax benefit adjustment of $4.1 million during the sixmonths endedJune 30, 2009. 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 and net operating losses related to certain foreign operations. As of June30, 2009, and December31, 2008, the Company had gross unrecognized tax benefits for income taxes associated with uncertain tax positions of $33.5 million and $31.9 million, respectively. As of June30, 2009 and December31, 2008, $33.5 million and $31.7 million, respectively, of unrecognized tax benefit, including penalties and interest could affect the Companys tax provision and effective tax rate. During the three and six months ended June30, 2009, the Company recorded an increase in unrecognized tax benefits associated with uncertain tax positions of $0.6 million and $1.6 million, respectively. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as a component of Income tax expense. During the three months ended June30, 2009, and June30, 2008, the Company expensed $0.3 million and $0.7 million, respectively, for interest and penalties related to income tax liabilities through Income tax expense. The Company is not currently under examination by the Internal Revenue Service or the Virginia Department of Revenue. The Company is currently under examination by the California Franchise Tax Board for the years ended December 31, 2004 and December 31, 2005. Because the Company uses historic net operating loss carryforwards and other tax attributes to offset its taxable income in current and future years income tax returns for U.S. Federal, California and Virginia, such attributes can be adjusted by these taxing authorities until the statute closes on the year in which such attribute was utilized. The Company is not currently under examination by the Japan National Tax Agency. The years which remain subject to examination by the Japan National Tax Agency are those ended on December 31, 2007 and December31, 2008. The balance of the gross unrecognized tax benefits is not expected to materially change in the next 12 months. |
Note 13. Fair Value of Financial Instruments | Note13. Fair Value of Financial Instruments Assets and Liabilities Measured at Fair Value on a Recurring Basis The following table summarizes the Companys financial assets and liabilities measured at fair value on a recurring basis as of June30, 2009: TotalFairValue as of June30, 2009 Fair Value Measurement Using QuotedPricesin Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) (Inthousands) Assets: Investments in money market funds and time deposits $ 1,199,611 $ 1,199,611 $ $ Equity investments 457 457 Total $ 1,200,068 $ 1,200,068 $ $ Liabilities: Foreign currency forward contracts $ 460 $ $ 460 $ Contingent interest derivative on Convertible Debentures 9,500 9,500 Total $ 9,960 $ $ 460 $ 9,500 The fair value of the Companys investments in certain money market funds and time deposits approximates their face value. Such instruments are classified as Level 1 and are included in Cash and cash equivalents. The fair value of the Companys foreign currency forward contracts is based on foreign currency rates quoted by banks or foreign currency dealers and other public data sources. The Company recorded unrealized gains and losses related to changes in the fair value of its foreign currency forward contracts in Other loss, net. The Company recorded an unrealized gain of $1.6 million and an unrealizedloss of $1.4 million during thethree months ended June30, 2009 and 2008, respectively, related to changes in the fair value of its foreign currency forward contracts. The Company recorded an unrealized gain of $0.7 million and an unrealized loss of $1.4 million during the six months ended June30, 2009 and 2008, respectively, related to changes in the fair value of its foreign currency forward contracts. Equity investments relate to the Companys 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 Prepaid expenses and other current assets. The Companys 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, 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 change in the fair value of the Companys Lev |
Note 14. Contingencies | Note 14. Contingencies Legal Proceedings On September7, 2001, NetMoneyIN, an Arizona corporation, filed a complaint alleging patent infringement against VeriSign and several other previously-named defendants in the U.S. District Court for the District of Arizona asserting infringement of certain patents. The complaint alleged that VeriSigns Payflow payment products and services directly infringe certain claims of NetMoneyINs three patents and requested the Court to enter judgment in favor of NetMoneyIN, a permanent injunction against the defendants alleged infringing activities, an order requiring defendants to provide an accounting for NetMoneyINs damages, to pay NetMoneyIN such damages and three times that amount for any willful infringers, and an order awarding NetMoneyIN attorney fees and costs. NetMoneyIN has withdrawn its allegations of infringement of one of the patents and the Court has dismissed with prejudice all claims of infringement of such patent. In its ruling on the claim construction issues, the Court found some of the claims asserted against VeriSign to be valid. NetMoneyIN may file an appeal after a final judgment seeking to overturn this ruling. Only one claim remains in the case. On July13, 2007, the Court issued an order granting summary judgment in favor of VeriSign based on the Courts finding that such claim is invalid, and denying all other pending dispositive motions. On August29, 2007, plaintiff filed a Notice of Appeal. On September19, 2007, the U.S. Court of Appeals for the Federal Circuit docketed the appeal. On October20, 2008, the appellate court issued a decision that affirmed in part and reversed in part the summary judgment order and remanded the case for further proceedings in the trial court. VeriSign and NetMoney entered into a settlement agreement in July 2009. The case against VeriSign has been dismissed. On July6, 2006, a stockholder derivative complaint(Parnes v. Bidzos, et al., and VeriSign) was filed against VeriSign in the U.S. District Court for the Northern District of California, as a nominal defendant,and certain of its current and former directors and executive officersrelated tocertain historical stock option grants.The complaint seeks unspecified damages on behalf of VeriSign, constructive trust and other equitable relief. Two other derivative actions were filed, one in the U.S. District Court for the Northern District of California (Port Authority v. Bidzos, et al., and VeriSign), and one in the Superior Court of the State of California, Santa Clara County (Port Authority v. Bidzos, et al., and VeriSign) on August14, 2006. The state court derivative action is stayed pending resolution of the federal actions. The current directors and officers named in this state action are D. James Bidzos, William L. Chenevich, Roger H. Moore and Louis A. Simpson. The Company is named as a nominal defendant in these actions.The federal actions have been consolidated and plaintiffs filed a consolidated complaint on November20, 2006. The current directors and officers named in this consolidated federal action are D. James Bidzos, William L. Chenevich, Roger H. Moore, Louis A. Simpson and Timothy T |
Note 15. Subsequent Events | Note15. Subsequent Events On July6, 2009, the Company sold its MSS business for a net consideration of $42.9 million. |
Document Information
Document Information | |
6 Months Ended
Jun. 30, 2009 USD / shares | |
Document Information [Text Block] | |
Document Type | 10-Q |
Amendment Flag | false |
Amendment Description | N.A. |
Document Period End Date | 2009-06-30 |
Entity Information
Entity Information (USD $) | |||
6 Months Ended
Jun. 30, 2009 | Jul. 31, 2009
| Jun. 30, 2008
| |
Entity [Text Block] | |||
Trading Symbol | VRSN | ||
Entity Registrant Name | VERISIGN INC/CA | ||
Entity Central Index Key | 0001014473 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 192,868,550 | ||
Entity Public Float | $4,081,193,953 |