UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 
 
 
FORM 8-K
 
 
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 23, 2015

 
 
 
VERISIGN, INC.
(Exact Name of Registrant as Specified in its Charter)
 
 
 
 
Delaware
(State or Other Jurisdiction of
Incorporation) 

 
 
 
000-23593
 
94-3221585
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
 
 
 
12061 Bluemont Way, Reston, VA
 
20190
(Address of Principal Executive Offices)
 
(Zip Code)
(703) 948-3200
(Registrant’s Telephone Number, Including Area Code)
 
(Former Name or Former Address, if Changed Since Last Report)
 
 
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
c
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
c
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
c
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
c
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 






Item 2.02.
Results of Operations and Financial Condition.
On April 23, 2015, VeriSign, Inc. (“Verisign” or the “Company”) announced its financial results for the fiscal quarter ended March 31, 2015, and certain other information, including information on the fourth quarter 2014 domain name renewal rate. A copy of this press release is attached hereto as Exhibit 99.1.
The information in this Item 2.02 of Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Use of Non-GAAP Financial Information
Verisign provides quarterly and annual financial statements that are prepared in accordance with generally accepted accounting principles (GAAP). Along with this information, we typically disclose and discuss certain non-GAAP financial information in our quarterly earnings releases, on investor conference calls and during investor conferences and related events. This non-GAAP financial information does not include the following types of financial measures that are included in GAAP: stock-based compensation, unrealized gain/loss on contingent interest derivative on subordinated convertible debentures, and non-cash interest expense. Non-GAAP net income is decreased by amounts accrued, if any, during the period for contingent interest payable resulting from upside or downside triggers related to the subordinated convertible debentures and is adjusted for an income tax rate of 26 percent for 2015 and 28 percent for 2014, both of which differ from the GAAP income tax rate.
On a quarterly basis, we disclose our Adjusted EBITDA for the three months ended March 31, 2015 and 2014 and the four quarters ended March 31, 2015. Adjusted EBITDA is a non-GAAP financial measure and is calculated in accordance with the terms of the indentures governing our 4.625% senior notes due 2023 and 5.25% senior notes due 2025. Adjusted EBITDA refers to net income before interest, taxes, depreciation and amortization, stock-based compensation, unrealized loss (gain) on contingent interest derivative on the subordinated convertible debentures and unrealized loss (gain) on hedging agreements.
All non-GAAP figures for each period presented in Exhibit 99.1 have been conformed to exclude the foregoing items under GAAP.
Management believes that this non-GAAP financial data supplements the GAAP financial data by providing investors with additional information that allows them to have a clearer picture of the Company’s operations. The presentation of this additional information is not meant to be considered in isolation nor as a substitute for results prepared in accordance with GAAP. We believe that the non-GAAP information enhances the investors’ overall understanding of our financial performance and the comparability of the Company’s operating results from period to period. In the press release attached hereto as Exhibit 99.1, we have provided a reconciliation of the non-GAAP financial information that we provide each quarter with the comparable financial information reported in accordance with GAAP for the given period as well as a reconciliation of consolidated Adjusted EBITDA to consolidated net income, the most directly comparable GAAP measure.

Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number
 
Description
 
 
99.1
 
Text of press release of VeriSign, Inc. issued on April 23, 2015.





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

 
 
 
 
 
 
 
VERISIGN, INC.
 
 
 
Date: April 23, 2015
 
By:
 
/s/ Thomas C. Indelicarto
 
 
Thomas C. Indelicarto
 
 
Senior Vice President, General Counsel and Secretary





Exhibit Index
 

 
 
 
Exhibit No.
 
Description
Exhibit 99.1
 
Text of press release of VeriSign, Inc. issued on April 23, 2015.








Exhibit 99.1


Verisign Reports First Quarter 2015 Results

RESTON, VA - April 23, 2015 - VeriSign, Inc. (NASDAQ: VRSN), a global leader in domain names and Internet security, today reported financial results for the first quarter of 2015.

First Quarter GAAP Financial Results
VeriSign, Inc. and subsidiaries (“Verisign”) reported revenue of $258 million for the first quarter of 2015, up 3.9 percent from the same quarter in 2014. Verisign reported net income of $88 million and diluted earnings per share of $0.66 for the first quarter of 2015, compared to net income of $94 million and diluted EPS of $0.64 in the same quarter in 2014. The operating margin was 55.8 percent for the first quarter of 2015 compared to 56.1 percent for the same quarter in 2014.

First Quarter Non-GAAP Financial Results
Verisign reported, on a non-GAAP basis, net income of $99 million and diluted EPS of $0.74 for the first quarter of 2015, compared to net income of $95 million and diluted EPS of $0.64 for the same quarter in 2014. The non-GAAP operating margin was 59.7 percent for the first quarter of 2015 compared to 60.1 percent for the same quarter in 2014. A table reconciling the GAAP to the non-GAAP results (which excludes items described below) is appended to this release.

“Adherence to our strategy and disciplined execution have produced another solid quarter,” commented Jim Bidzos, executive chairman, president and chief executive officer.
“We are pleased with the successful completion of our $500 million senior unsecured notes offering,” stated George E. Kilguss, III, senior vice president and chief financial officer.

Financial Highlights
On March 27, 2015, Verisign issued $500 million of 5.25% Senior Notes due April 1, 2025. Verisign intends to use the proceeds for general corporate purposes, including, but not limited to, the repurchase of shares under its share repurchase program.
On March 31, 2015, Verisign entered into a new, five-year, $200 million unsecured revolving credit facility that takes the place of the prior unsecured revolving credit facility.
Verisign ended the first quarter with cash, cash equivalents and marketable securities of $1.9 billion, an increase of $447 million as compared with year-end 2014.
Cash flow from operations was $133 million for the first quarter of 2015, compared with $142 million for the same quarter in 2014.
Deferred revenues on March 31, 2015, totaled $925 million, an increase of $35 million from year-end 2014.
Capital expenditures were $13 million in the first quarter of 2015.
During the first quarter, Verisign repurchased 2.7 million shares of its common stock for $160 million. At March 31, 2015, $917 million remained available and authorized under the current share repurchase program which has no expiration.
For purposes of calculating diluted EPS, the fourth quarter diluted share count included 15.8 million shares related to subordinated convertible debentures, compared with 14.3 million shares in the same quarter in 2014. These represent diluted shares and not shares that have been issued.

Business Highlights
The company has appointed Todd B. Strubbe to the position of executive vice president, chief operating officer effective April 20, 2015. Strubbe reports directly to Jim Bidzos.
Verisign Registry Services added 1.51 million net new names during the first quarter, ending with 133.0 million .com and .net domain names in the domain name base, which represents a 3.1 percent increase over the base at the end of the first quarter in 2014, as calculated including domain names on hold for both periods.





In the first quarter, Verisign processed 8.7 million new domain name registrations for .com and .net, as compared to 8.6 million for the same period in 2014.
The final .com and .net renewal rate for the fourth quarter of 2014 was 72.5 percent compared with 72.2 percent for the same quarter in 2014. Renewal rates are not fully measurable until 45 days after the end of the quarter.

Non-GAAP Items
Non-GAAP financial results exclude the following items that are included under GAAP: stock-based compensation, unrealized gain/loss on contingent interest derivative on subordinated convertible debentures, and non-cash interest expense. Non-GAAP net income is decreased by amounts accrued, if any, during the period for contingent interest payable resulting from upside or downside triggers related to the subordinated convertible debentures and is adjusted for an income tax rate of 26 percent for 2015 and 28 percent for 2014, both of which differ from the GAAP income tax rate. A table reconciling the GAAP to non-GAAP operating income and net income is appended to this release.

Today’s Conference Call
Verisign will host a live conference call today at 4:30 p.m. (EDT) to review the first quarter 2015 results. The call will be accessible by direct dial at (888) 676-VRSN (U.S.) or (913) 312-1277 (international), conference ID: Verisign. A listen-only live web cast of the conference call and accompanying slide presentation will also be available at http://investor.verisign.com. An audio archive of the call will be available at https://investor.verisign.com/events.cfm. This news release and the financial information discussed on today’s conference call are available at http://investor.verisign.com.

About Verisign
Verisign, a global leader in domain names and Internet security, enables Internet navigation for many of the world’s most recognized domain names and provides protection for websites and enterprises around the world. Verisign ensures the security, stability and resiliency of key Internet infrastructure and services, including the .com and .net domains and two of the Internet’s root servers, as well as performs the root-zone maintainer functions for the core of the Internet’s Domain Name System (DNS). Verisign’s Network Intelligence and Availability services include intelligence-driven Distributed Denial of Service Protection, iDefense Security Intelligence and Managed DNS. To learn more about what it means to be Powered by Verisign, please visit VerisignInc.com.







VRSNF

Statements in this announcement other than historical data and information constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 as amended and Section 21E of the Securities Exchange Act of 1934 as amended. These statements involve risks and uncertainties that could cause our actual results to differ materially from those stated or implied by such forward-looking statements. The potential risks and uncertainties include, among others, the uncertainty of the impact of the U.S. government’s transition of key Internet domain name functions (the Internet Assigned Numbers Authority (“IANA”) function) and related root zone management functions, whether the U.S. Department of Commerce will approve any exercise by us of our right to increase the price per .com domain name, under certain circumstances, the uncertainty of whether we will be able to demonstrate to the U.S. Department of Commerce that market conditions warrant removal of the pricing restrictions on .com domain names and the uncertainty of whether we will experience other negative changes to our pricing terms; the failure to renew key agreements on similar terms, or at all; the uncertainty of future revenue and profitability and potential fluctuations in quarterly operating results due to such factors as restrictions on increasing prices under the .com Registry Agreement, changes in marketing and advertising practices, including those of third-party registrars, increasing competition, and pricing pressure from competing services offered at prices below our prices; changes in search engine algorithms and advertising payment practices; the uncertainty of whether we will successfully develop and market new products and services, the uncertainty of whether our new products and services, if any, will achieve market acceptance or result in any revenues; challenging global economic conditions; challenges of ongoing changes to Internet governance and administration; the outcome of legal or other challenges resulting from our activities or the activities of registrars or registrants, or litigation generally; the uncertainty regarding what the ultimate outcome or amount of benefit we receive, if any, from the worthless stock deduction will be; new or existing governmental laws and regulations; changes in customer behavior, Internet platforms and web-browsing patterns; system interruptions; security breaches; attacks on the Internet by hackers, viruses, or intentional acts of vandalism; whether we will be able to continue to expand our infrastructure to meet demand; the uncertainty of the expense and timing of requests for indemnification, if any, relating to completed divestitures; and the impact of the introduction of new gTLDs, any delays in their introduction, the impact of ICANN’s Registry Agreement for new gTLDs, and whether our new gTLDs or the new gTLDs for which we have contracted to provide back-end registry services will be successful; and the uncertainty regarding the impact, if any, of the delegation into the root zone of over 1,300 new gTLDs. More information about potential factors that could affect our business and financial results is included in our filings with the SEC, including in our Annual Report on Form 10-K for the year ended Dec. 31, 2014, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Verisign undertakes no obligation to update any of the forward-looking statements after the date of this announcement.

Contacts
Investor Relations: David Atchley, datchley@verisign.com, 703-948-4643
Media Relations: Deana Alvy, dalvy@verisign.com, 703-948-4179

©2015 VeriSign, Inc. All rights reserved. VERISIGN, the VERISIGN logo, and other trademarks, service marks, and designs are registered or unregistered trademarks of VeriSign, Inc. and its subsidiaries in the United States and in foreign countries. All other trademarks are property of their respective owners.









VERISIGN, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except par value)
(Unaudited)
 
March 31,
2015
 
December 31,
2014
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
705,879

 
$
191,608

Marketable securities
1,165,443

 
1,233,076

Accounts receivable, net
14,656

 
13,448

Other current assets
54,006

 
52,475

Total current assets
1,939,984

 
1,490,607

Property and equipment, net
311,870

 
319,028

Goodwill
52,527

 
52,527

Long-term deferred tax assets
266,508

 
266,954

Other long-term assets
36,821

 
25,743

Total long-term assets
667,726

 
664,252

Total assets
$
2,607,710

 
$
2,154,859

LIABILITIES AND STOCKHOLDERS’ DEFICIT
 
 
 
Current liabilities:
 
 
 
Accounts payable and accrued liabilities
$
150,482

 
$
190,278

Deferred revenues
648,439

 
621,307

Subordinated convertible debentures, including contingent interest derivative
635,453

 
631,190

Deferred tax liabilities
487,817

 
477,781

Total current liabilities
1,922,191

 
1,920,556

Long-term deferred revenues
276,497

 
269,047

Senior notes
1,250,000

 
750,000

Other long-term tax liabilities
106,899

 
98,722

Total long-term liabilities
1,633,396

 
1,117,769

Total liabilities
3,555,587

 
3,038,325

Commitments and contingencies
 
 
 
Stockholders’ deficit:
 
 
 
Preferred stock—par value $.001 per share; Authorized shares: 5,000; Issued and outstanding shares: none

 

Common stock—par value $.001 per share; Authorized shares: 1,000,000; Issued shares: 322,707 at March 31, 2015 and 321,699 at December 31, 2014; Outstanding shares: 116,429 at March 31, 2015 and 118,452 at December 31, 2014
323

 
322

Additional paid-in capital
17,967,312

 
18,120,045

Accumulated deficit
(18,912,597
)
 
(19,000,835
)
Accumulated other comprehensive loss
(2,915
)
 
(2,998
)
Total stockholders’ deficit
(947,877
)
 
(883,466
)
Total liabilities and stockholders’ deficit
$
2,607,710

 
$
2,154,859












VERISIGN, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands, except per share data)
(Unaudited)

  
Three Months Ended March 31,
 
2015
 
2014
Revenues
$
258,422

 
$
248,796

Costs and expenses:
 
 
 
Cost of revenues
48,353

 
48,026

Sales and marketing
22,382

 
20,289

Research and development
17,152

 
18,439

General and administrative
26,298

 
22,457

Total costs and expenses
114,185

 
109,211

Operating income
144,237

 
139,585

Interest expense
(22,017
)
 
(21,385
)
Non-operating (loss) income, net
(5,555
)
 
6,516

Income before income taxes
116,665

 
124,716

Income tax expense
(28,427
)
 
(30,293
)
Net income
88,238

 
94,423

Unrealized gain on investments
87

 
8

Realized (gain) loss on investments, included in net income
(4
)
 
5

Other comprehensive income
83

 
13

Comprehensive income
$
88,321

 
$
94,436

 
 
 
 
Income per share:
 
 
 
Basic
$
0.75

 
$
0.71

Diluted
$
0.66

 
$
0.64

Shares used to compute net income per share
 
 
 
Basic
117,139

 
133,417

Diluted
133,850

 
148,600







VERISIGN, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited) 
 
Three Months Ended March 31,
 
2015
 
2014
Cash flows from operating activities:
 
 
 
Net income
$
88,238

 
$
94,423

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation of property and equipment
15,747

 
16,008

Stock-based compensation
10,128

 
9,993

Excess tax benefit associated with stock-based compensation
(5,993
)
 

Unrealized loss (gain) on contingent interest derivative on Subordinated Convertible Debentures
7,019

 
(5,269
)
Payment of contingent interest
(5,225
)
 

Other, net
2,701

 
1,004

Changes in operating assets and liabilities
 
 
 
Accounts receivable
(1,282
)
 
(1,806
)
Prepaid expenses and other assets
(3,084
)
 
7,925

Accounts payable and accrued liabilities
(28,816
)
 
(34,579
)
Deferred revenues
34,582

 
30,384

Net deferred income taxes and other long-term tax liabilities
18,654

 
23,546

Net cash provided by operating activities
132,669

 
141,629

Cash flows from investing activities:
 
 
 
Proceeds from maturities and sales of marketable securities
325,399

 
718,177

Purchases of marketable securities
(257,415
)
 
(784,090
)
Purchases of property and equipment
(13,042
)
 
(11,262
)
Other investing activities
(3,787
)
 
34

Net cash provided by (used in) investing activities
51,155

 
(77,141
)
Cash flows from financing activities:
 
 
 
Proceeds from issuance of common stock from option exercises and employee stock purchase plans
8,776

 
8,668

Repurchases of common stock
(178,330
)
 
(145,556
)
Proceeds from borrowings, net of issuance costs
493,824

 

Excess tax benefit associated with stock-based compensation
5,993

 

Net cash provided by (used in) financing activities
330,263

 
(136,888
)
Effect of exchange rate changes on cash and cash equivalents
184

 
230

Net increase (decrease) in cash and cash equivalents
514,271

 
(72,170
)
Cash and cash equivalents at beginning of period
191,608

 
339,223

Cash and cash equivalents at end of period
$
705,879

 
$
267,053

Supplemental cash flow disclosures:
 
 
 
Cash paid for interest, net of capitalized interest
$
25,494

 
$
20,209

Cash paid for income taxes, net of refunds received
$
12,970

 
$
7,651








VERISIGN, INC.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(In thousands, except per share data)
(Unaudited)
 
Three Months Ended March 31,
 
2015
 
2014
 
Operating Income
 
Net Income
 
Operating Income
 
Net Income
GAAP as reported
$
144,237

 
$
88,238

 
$
139,585

 
$
94,423

Adjustments:
 
 
 
 
 
 
 
Stock-based compensation
10,128

 
10,128

 
9,993

 
9,993

Unrealized loss on contingent interest derivative on the subordinated convertible debentures
 
 
7,019

 
 
 
(5,269
)
Non-cash interest expense
 
 
2,706

 
 
 
2,443

Contingent interest payable on subordinated convertible debentures
 
 
(2,690
)
 
 
 

Tax adjustment
 
 
(6,369
)
 
 
 
(6,634
)
Non-GAAP
$
154,365

 
$
99,032

 
$
149,578

 
$
94,956

 
 
 
 
 
 
 
 
Revenues
$
258,422

 
 
 
$
248,796

 
 
Non-GAAP operating margin
59.7
%
 
 
 
60.1
%
 
 
Diluted shares
 
 
133,850

 
 
 
148,600

Per diluted share, non-GAAP
 
 
$
0.74

 
 
 
$
0.64



Verisign provides quarterly and annual financial statements that are prepared in accordance with generally accepted accounting principles (GAAP). Along with this information, we typically disclose and discuss certain non-GAAP financial information in our quarterly earnings release, on investor conference calls and during investor conferences and related events. This non-GAAP financial information does not include the following types of financial measures that are included in GAAP: stock-based compensation, unrealized gain/loss on contingent interest derivative on subordinated convertible debentures, and non-cash interest expense. Non-GAAP net income is decreased by amounts accrued, if any, during the period for contingent interest payable resulting from upside or downside triggers related to the subordinated convertible debentures and is adjusted for an income tax rate of 26 percent for 2015 and 28 percent for 2014, both of which differ from the GAAP income tax rate.
Management believes that this non-GAAP financial data supplements the GAAP financial data by providing investors with additional information that allows them to have a clearer picture of our operations. The presentation of this additional information is not meant to be considered in isolation nor as a substitute for results prepared in accordance with GAAP. We believe that the non-GAAP information enhances investors’ overall understanding of our financial performance and the comparability of our operating results from period to period. Above, we have provided a reconciliation of the non-GAAP financial information that we provide each quarter with the comparable financial information reported in accordance with GAAP for the given period.

SUPPLEMENTAL FINANCIAL INFORMATION
The following table presents the classification of stock-based compensation:
 
Three Months Ended March 31,
 
2015
 
2014
     Cost of revenues
$
1,739

 
$
1,598

     Sales and marketing
1,299

 
1,848

     Research and development
1,721

 
1,872

     General and administrative
5,369

 
4,675

Total stock-based compensation expense
$
10,128

 
$
9,993












VERISIGN, INC.
SUPPLEMENTAL FINANCIAL INFORMATION
(Unaudited)

On a quarterly basis we disclose our Adjusted EBITDA. Adjusted EBITDA is a non-GAAP financial measure and is calculated in accordance with the terms of the indentures governing our 4.625% senior notes due 2023 and our 5.25% senior notes due 2025. Adjusted EBITDA refers to net income before interest, taxes, depreciation and amortization, stock-based compensation, unrealized loss (gain) on contingent interest derivative on the subordinated convertible debentures and unrealized loss (gain) on hedging agreements.
The following table reconciles GAAP net income to Adjusted EBITDA for the periods shown below (in thousands):
 
Three Months Ended
March 31,
 
2015
 
2014
Net Income
$
88,238

 
$
94,423

Interest expense
22,017

 
21,385

Income tax expense
28,427

 
30,293

Depreciation and amortization
15,747

 
16,008

Stock-based compensation
10,128

 
9,993

Unrealized loss on contingent interest derivative on the subordinated convertible debentures
7,019

 
(5,269
)
Unrealized (gain) loss on hedging agreements
(456
)
 
135

Adjusted EBITDA
$
171,120

 
$
166,968

 
Four Quarters Ended
March 31, 2015
Net income
349,076

Interest expense
86,626

Income tax benefit
126,185

Depreciation and amortization
63,430

Stock-based compensation
44,112

Unrealized gain on contingent interest derivative on the subordinated convertible debentures
10,039

Unrealized gain on hedging agreements
(743
)
Adjusted EBITDA
$
678,725

Verisign’s management believes that presenting Adjusted EBITDA enhances investors’ overall understanding of our financial performance and the comparability of our operating results from period to period. However, Adjusted EBITDA has important limitations as an analytical tool. These limitations include, but are not limited to, the following:
Adjusted EBITDA does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;
Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;
Adjusted EBITDA does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debt;
although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements;
non-cash compensation is and will remain a key element of our overall long-term incentive compensation package, although we exclude it as an expense when evaluating its ongoing operating performance for a particular period; and
other companies in our industry may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure.
Because of these limitations, Adjusted EBITDA should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP.



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