-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QqlWKB7z6u2nDAzCWEYziKg/hi7PmaCds/z50bKib299U9xMiUlFa8pdmVLqy+VZ EZdA/0PIBxdfcGm9T73HpQ== 0000950135-07-004445.txt : 20070725 0000950135-07-004445.hdr.sgml : 20070725 20070725162103 ACCESSION NUMBER: 0000950135-07-004445 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070725 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070725 DATE AS OF CHANGE: 20070725 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Authorize.Net Holdings, Inc. CENTRAL INDEX KEY: 0001017172 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 043065140 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21319 FILM NUMBER: 07999572 BUSINESS ADDRESS: STREET 1: 293 BOSTON POST ROAD WEST CITY: MARLBOROUGH STATE: MA ZIP: 01752 BUSINESS PHONE: 5082293200 MAIL ADDRESS: STREET 1: 293 BOSTON POST ROAD WEST CITY: MARLBOROUGH STATE: MA ZIP: 01752 FORMER COMPANY: FORMER CONFORMED NAME: LIGHTBRIDGE INC DATE OF NAME CHANGE: 19960619 8-K 1 b66265ane8vk.htm FORM 8-K - AUTHORIZE.NET, HOLDINGS, INC. e8vk
 

 
 
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) July 25, 2007
AUTHORIZE.NET HOLDINGS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
         
DELAWARE   000-21319   04-3065140
(STATE OR OTHER JURISDIC-   (COMMISSION   (IRS EMPLOYER
TION OF INCORPORATION)   FILE NUMBER)   IDENTIFICATION NO.)
293 BOSTON POST ROAD WEST, MARLBOROUGH, MASSACHUSETTS 01752
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE (508) 229-3200
NOT APPLICABLE
(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:
þ WRITTEN COMMUNICATIONS PURSUANT TO RULE 425 UNDER THE SECURITIES ACT (17 CFR 230.425)
o SOLICITING MATERIAL PURSUANT TO RULE 14a-12 UNDER THE EXCHANGE ACT (17 CFR 240.14a-12)
o PRE-COMMENCEMENT COMMUNICATIONS PURSUANT TO RULE 14d-2(b) UNDER THE EXCHANGE ACT
(17 CFR 240.14d-2(b))
o 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 July 25, 2007, we issued a press release reporting our second quarter results. A copy of the press release entitled “Authorize.Net Holdings, Inc. Announces Second Quarter 2007 Financial Results” is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
ITEM 8.01. OTHER EVENTS.
On July 25, 2007, we issued a press release announcing our second quarter 2007 results of operations. The press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
On July 25, 2007, our president and chief executive officer, Robert E. Donahue, is participating in a conference call regarding our second quarter 2007 results of operations. The script for such conference call is furnished herewith as Exhibit 99.2 and is incorporated herein by reference.
The foregoing descriptions of the press release and conference call script do not purport to be complete and are qualified in their entirety by reference to the press release and conference call script attached as Exhibits 99.1 and 99.2, respectively, and incorporated herein by reference.
The script and press release contain certain information regarding our pending merger with CyberSource Corporation announced on June 18, 2007.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS.
     99.1 Press Release dated July 25, 2007 entitled “Authorize.Net Holdings, Inc. Announces Second Quarter 2007 Financial Results.”
     99.2 Conference Call Script dated July 25, 2007
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.
         
  AUTHORIZE.NET HOLDINGS, INC.
 
 
  By: /s/ Timothy C. O’Brien    
  Timothy C. O’Brien   
  Vice President, Finance and Administration, Chief Financial Officer and Treasurer   
 
July 25, 2007

 

EX-99.1 2 b66265anexv99w1.htm EX-99.1 - PRESS RELEASE DATED JULY 25, 2007 exv99w1
 

Exhibit 99.1
Authorize.Net Announces Second Quarter 2007 Financial Results
Revenue Grows 24% Year over Year
Net Merchant Adds of 10,196, up 27% Year over Year
Achieves Record Level in Transaction Volume and Dollars Processed
Marlborough, MA July 25, 2007Authorize.Net Holdings, Inc. (NASDAQ: ANET), a leading e-commerce company, today reported financial results for the quarter ended June 30, 2007.
Revenue from continuing operations for the second quarter of 2007 was a record $17.2 million compared to $13.9 million for the second quarter of 2006. This represents an increase of 24% compared to the prior year.
Income from continuing operations was $2.0 million, or $0.07 per fully diluted share, for the second quarter of 2007, versus $457,000, or $0.02 per fully diluted share, reported for the second quarter of 2006.
Second quarter 2007 results included share-based compensation expense of $588,000, restructuring charges of $93,000 due to a reduction of general and administrative staff related to the Company’s sale of its Telecom Decisioning Services (TDS) business and acquisition costs of approximately $908,000 related to the pending merger with CyberSource Corporation announced on June 18, 2007. Second quarter 2006 results included share-based compensation expense of approximately $1.0 million and a patent litigation settlement expense of $1.5 million.
For the second quarter of 2007, income from continuing operations before share-based compensation expense, restructuring charges and acquisition costs (a non-GAAP financial measure) was $3.6 million, or $0.12 per fully diluted share. A detailed reconciliation of the GAAP and non-GAAP measures is included at the end of this release.
Total revenue from continuing operations for the first six months of 2007 was $33.5 million compared to $27.4 million for the first six months of 2006.
Income from continuing operations for the first six months of 2007 was $4.1 million, or $0.14 per fully diluted share, versus income from continuing operations of $1.0 million, or $0.04 per fully diluted share, for the first six months of 2006. The six months ended June 30, 2007 results include share-based compensation expense of $1.1 million, restructuring charges of $241,000 and the above-mentioned acquisition costs of $908,000. Included in the first six months of 2006 was share-based compensation expense of approximately $2.4 million, restructuring charges of $114,000, and a patent litigation settlement expense of $1.5 million.

 


 

Authorize.Net Announces Second Quarter 2007 Financial Results—Page 2
For the first six months of 2007, income from continuing operations before share-based compensation expense, restructuring and acquisition costs (a non-GAAP financial measure) was $6.3 million, or $0.22 per fully diluted share. A detailed reconciliation of the GAAP and non-GAAP measures is included at the end of this release.
Net income, including discontinued operations, was $3.9 million, or $0.14 per fully diluted share, for the first six months of 2007 versus net income, including discontinued operations, of $2.5 million, or $0.09 per fully diluted share, for the comparable period of 2006. Included in net income for the first six months of 2007 is a gain of $1.4 million related to the sale of the TDS business.
“During the second quarter Authorize.Net reached record levels in revenues, gross and net merchant adds, transaction volumes, and dollars processed.” said Robert Donahue, president and CEO.
“We remain confident that Authorize.Net will continue to enjoy attractive growth in revenues and profits driven by the growth in e-commerce.”
Donahue added, “Looking forward, we are very optimistic about the opportunity offered by the pending merger with CyberSource.”
Key Business Metrics
  Gross merchant adds in the second quarter of 2007 were a record 20,740 with net merchant adds at a record 10,196, up 18% and 27%, respectively, compared to the same period in 2006.
 
  Active merchants as of June 30, 2007 were at a record 185,635, up 24% over the prior year.
 
  Processed a record $9.4 billion of merchant transactions in the second quarter, up 27% compared to the same period in 2006.
 
  Processed a record 90.6 million transactions in the second quarter, a 24% increase over the comparable quarter last year.
Cash and Short-Term Investments
At June 30, 2007, Authorize.Net’s cash and short-term investment position was $130.9 million, compared to $116.2 million at December 31, 2006. This includes funds held for merchants of $9.9 million compared to $8.8 million at December 31, 2006.

 


 

Authorize.Net Announces Second Quarter 2007 Financial Results—Page 3
Company Performance versus Previous Guidance — Second Quarter 2007
Authorize.Net’s revenue of $17.2 million was at the upper end of the Company’s second quarter guidance issued on April 25, 2007 of $16.6 million to $17.4 million.
Authorize.Net’s previously issued guidance for earnings per fully diluted share of $0.05 to $0.11 excluded the acquisition costs of $908,000 or $0.03 per fully diluted share related to the pending merger with CyberSource. Fully diluted earnings per share were $0.07 for the second quarter of 2007, which, if adjusted for the acquisition costs above, were at $0.10.
Earnings per fully diluted share before share-based compensation expense, restructuring, and acquisition costs (a non-GAAP financial measure) were $0.12, at the upper end of the guided range of $0.07 to $0.13 for the second quarter of 2007.
Pending Merger with CyberSource Corporation
On June 18, 2007, Authorize.Net announced that it had signed a definitive agreement to merge with CyberSource Corporation. For information regarding this transaction, see Authorize.Net’s Form 8-K filed on June 18, 2007.
Business Outlook
Guidance is only current as of today, July 25, 2007. The Company undertakes no obligation to update its estimates. In light of the Company’s pending merger with CyberSource, it is only providing revenue guidance.
  The Company anticipates revenue for the third quarter of 2007 to be in the range of $17.6 to $18.4 million.
Non-GAAP Measures
In addition to reporting financial results in accordance with generally accepted accounting principles, (GAAP), the Company has provided non-GAAP financial measures, which it believes are useful to help investors better understand its financial performance, competitive position and prospects for the future. Such measures exclude share-based compensation expense, restructuring charges, and acquisition costs. Management believes these non-GAAP financial measures assist in providing a more complete

 


 

Authorize.Net Announces Second Quarter 2007 Financial Results—Page 4
understanding of the Company’s underlying operational results and trends. Management uses these measures along with their corresponding GAAP financial measures to help manage the Company’s business and to help evaluate its performance compared to the marketplace. However, the presentation of non-GAAP financial measures is not meant to be considered in isolation or as superior to or as a substitute for financial information provided in accordance with GAAP. The non-GAAP financial measures used by the Company may be calculated differently from, and, therefore, may not be comparable to, similarly titled measures used by other companies. Investors are encouraged to review the reconciliations of these non-GAAP financial measures to the comparable GAAP results, contained in the attached exhibits and found on the Company’s website at: www.authorize.net.
Conference Call Information
Authorize.Net will conduct a conference call today, July 25, at 4:30 pm (EDT) to discuss the information contained in this news release. Investors wishing to listen to a webcast of the conference call should link to the “Investor Relations” section of www.authorize.net or www.lightbridge.com at least 15 minutes prior to the broadcast and follow the instructions provided to assure the necessary audio applications are downloaded and installed. The call will be available online at the Company’s website for one week. The call can also be accessed live over the phone by dialing 1-888-603-6873. The replay will be available approximately three hours after the call and can be accessed by dialing 877-519-4471. The passcode number is 9004955. The replay will be available until Wednesday, August 8, 2007.
Due to the pending merger with CyberSource Corporation, there will be no live question and answer session during the call.
About Authorize.Net Holdings, Inc. (NASDAQ:ANET)
Authorize.Net provides secure, reliable, Internet Protocol (IP) based payment gateway solutions that enable merchants to authorize, settle and manage electronic transactions anytime, anywhere, via Web sites, retail stores, mail order/telephone order (MOTO) call centers and wireless devices. In addition to its payment solutions, Authorize.Net offers extensive value-adding products designed to help merchants manage their business, fight fraud, and improve profitability. Authorize.Net is sold through an extensive network of partners that offer its IP-based payment services to their merchant customers. For more information, please visit Authorize.Net’s web site at www.authorize.net.
###
Contact:
Timothy O’Brien
Chief Financial Officer
(508) 229-3215

 


 

Authorize.Net Announces Second Quarter 2007 Financial Results—Page 5
Note to Editors: AUTHORIZE.NET and the Authorize.Net logo are registered trademarks of Authorize.Net Holdings, Inc. All other trademarks and registered trademarks are the properties of their respective owners.
Forward-looking Statements
Certain statements in this news release that are not historical facts, including, without limitation, those relating to the Company’s strategic vision, goals, products, services, markets, and growth prospects including, without limitation, its confidence that it will continue to enjoy attractive growth in revenues and profits driven by the growth in e-commerce, its optimism about the opportunity offered by the pending merger with CyberSource Corporation, its guidance for the third quarter of 2007 and its belief that its presentation of non-GAAP financial measures is useful to investors are forward-looking statements that involve risks and uncertainties. Such statements are based upon the current beliefs and expectations of the management of the company. Actual results may vary materially from those contained in forward-looking statements based on a number of factors including, without limitation, (i) the Company’s revenue concentration in the payment processing business, (ii) continuing rapid change in the payment processing industry and other markets in which the Company does business that may affect both the Company and its customers, (iii) the impact of competitive products, services and pricing on both the Company and its products and services, (iv) market acceptance of the Company’s new or enhanced products, services, and technologies, (v) current and future economic conditions generally and particularly in the payment processing industry, (vi) uncertainties about the Company’s ability to execute on, and about the impact on the Company’s business and operations of, its objectives, plans or strategies as a result of potential technological, market or competitive factors, (vii) the impact of compensation expense, acquisition related expenses, restructuring, asset impairment and other charges on the Company’s business and operations, (viii) recognition of cost, revenue and other synergies, and integration, employee retention, channel conflict, and other risks associated with acquisitions, including the pending merger with CyberSource Corporation (ix) the industry risks associated with Authorize.Net’s business and operations including, without limitation, illegal or improper uses of Authorize.Net’s payment system, unauthorized intrusions and attacks on Authorize.Net’s payment system that may impair the operation of its payment systems, changes in or failures to comply with credit card association rules and governmental regulations, changes in the application of existing laws and the impact of new laws, and dependence on relationships with resellers, certain financial institutions and third party payment processors, and (x) the factors disclosed in the Company’s filings with the U.S. Securities and Exchange Commission including, without limitation, its Annual Report on Form 10-K for the year ended December 31, 2006, its quarterly report on Form 10-Q for the quarter ended March 31, 2007, and other public filings. The Company undertakes no obligation to update any forward-looking statements.
Additional Information and Where to Find It
CyberSource and Authorize.Net will file a joint proxy statement/prospectus with the SEC in connection with the proposed merger. Investors and security holders are urged to read the joint proxy statement/prospectus when it becomes available and any other relevant documents filed with the SEC because they will contain important information. Investors and security holders will be able to obtain these documents free of charge at the website maintained by the SEC at www.sec.gov . In addition, documents filed with the SEC by CyberSource are available free of charge by contacting Investor Relations, CyberSource Corporation, 1295 Charleston Road, Mountain View, California 94043-1307, (650) 965-6000, and documents filed with the SEC by Authorize.Net are available free of charge by contacting Investor Relations, Authorize.Net Holdings, Inc., 293 Boston Post Road, West #220, Marlborough, MA 01752, (866) 916-7380.
Participants in Solicitation
CyberSource and Authorize.Net, and their respective directors, executive officers and other possible employees and advisors, may be deemed to be participants in the solicitation of proxies from the stockholders of CyberSource and Authorize.Net in connection with the merger and related items. Information regarding the directors and executive officers of CyberSource and their ownership of CyberSource shares is set forth in the proxy statement for CyberSource’s 2007 annual meeting of stockholders, which was filed with the SEC on April 9, 2007. Information regarding the directors and executive officers of Authorize.Net and their ownership of Authorize.Net stock is set forth in the proxy statement for Authorize.Net’s 2007 annual meeting of stockholders, which was filed with the SEC on April 30, 2007. Investors may obtain additional information regarding the interests of those participants by reading the proxy statement/prospectus when it becomes available.

 


 

Authorize.Net Holdings, Inc. and Subsidiaries
Unaudited, Condensed, Consolidated Income Statement
Restated for discontinued operations
(in thousands, except per share data)
                         
    Three Months Ended  
    June 30, 2007     March 31, 2007     June 30, 2006  
Revenues
  $ 17,227     $ 16,314     $ 13,917  
 
                       
Cost of revenues
    4,113       3,890       2,893  
 
                 
 
                       
Gross profit
    13,114       12,424       11,024  
 
                 
 
                       
Operating expenses:
                       
Engineering and development
    1,606       1,414       1,280  
Sales and marketing
    5,236       5,076       4,614  
General and administrative
    4,424       4,187       5,700  
Restructuring charges
    93       148        
 
                 
Total operating expenses
    11,359       10,825       11,594  
 
                       
Income (loss) from operations
    1,755       1,599       (570 )
 
                 
 
                       
Other income, net
    1,670       1,705       1,099  
 
                 
 
                       
Income from continuing operations before provision for income taxes
    3,425       3,304       529  
 
                       
Provision for income taxes
    1,419       1,218       72  
 
                 
 
                       
Income from continuing operations
    2,006       2,086       457  
 
                 
 
                       
Discontinued operations, net of income taxes:
                       
Gain on sale of TDS assets, net of income taxes
          1,436        
Income (loss) from discontinued operations, net of income taxes
          (1,581 )     397  
 
                 
Total discontinued operations, net of income taxes
          (145 )     397  
 
                       
Net income
  $ 2,006     $ 1,941     $ 854  
 
                 
 
                       
Net income (loss) per common share (basic):
                       
From continuing operations
  $ 0.07     $ 0.08     $ 0.02  
From discontinued operations
  $     $ (0.01 )     0.01  
 
                 
Net income per common share (basic):
  $ 0.07     $ 0.07     $ 0.03  
 
                 
 
                       
Net income per common share (diluted):
                       
From continuing operations
  $ 0.07     $ 0.07     $ 0.02  
From discontinued operations
                0.01  
 
                 
Net income per common share (diluted):
  $ 0.07     $ 0.07     $ 0.03  
 
                 
 
                       
Basic weighted average shares
    28,166       27,694       27,243  
 
                 
 
                       
Diluted weighted average shares
    29,205       28,993       28,331  
 
                 
 
                       
Share-based compensation expense is included in the above expense categories:
                       
 
                       
Cost of revenues
  $ 27     $ 11     $ 14  
Engineering and development
    91       61       45  
Sales and marketing
    32       20       20  
General and administrative
    438       396       964  
 
                 
 
 
  $ 588     $ 488     $ 1,043  
 
                 

 


 

Authorize.Net Holdings, Inc. and Subsidiaries
Unaudited, Condensed, Consolidated Income Statement
Restated for discontinued operations
(in thousands, except per share data)
                 
    Six Months Ended  
    June 30, 2007     June 30, 2006  
Revenues
  $ 33,541     $ 27,370  
 
               
Cost of revenues
    8,003       5,781  
 
           
 
               
Gross profit
    25,538       21,589  
 
           
 
               
Operating expenses:
               
Engineering and development
    3,020       2,667  
Sales and marketing
    10,312       9,078  
General and administrative
    8,611       10,365  
Restructuring charges
    241       114  
 
           
Total operating expenses
    22,184       22,224  
 
               
Income (loss) from operations
    3,354       (635 )
 
           
 
               
Other income, net
    3,375       2,109  
 
           
 
               
Income from continuing operations before provision for income taxes
    6,729       1,474  
 
               
Provision for income taxes
    2,637       520  
 
           
 
               
Income from continuing operations
    4,092       954  
 
           
 
               
Discontinued operations, net of income taxes:
               
Gain on sale of TDS assets, net of income taxes
    1,436        
Income (loss) from discontinued operations, net of income taxes
    (1,581 )     1,532  
 
           
Total discontinued operations, net of income taxes
    (145 )     1,532  
 
               
Net income
  $ 3,947     $ 2,486  
 
           
 
               
Net income (loss) per common share (basic):
               
From continuing operations
  $ 0.15     $ 0.04  
From discontinued operations
  $ (0.01 )     0.05  
 
           
Net income per common share (basic):
  $ 0.14     $ 0.09  
 
           
 
               
Net income per common share (diluted):
               
From continuing operations
  $ 0.14     $ 0.04  
From discontinued operations
          0.05  
 
           
Net income per common share (diluted):
  $ 0.14     $ 0.09  
 
           
 
               
Basic weighted average shares
    27,932       27,134  
 
           
 
               
Diluted weighted average shares
    29,112       28,059  
 
           
 
               
Share-based compensation expense is included in the above expense categories:
               
 
               
Cost of revenues
  $ 38     $ 33  
Engineering and development
    152       113  
Sales and marketing
    52       43  
General and administrative
    834       2,258  
 
           
 
 
  $ 1,076     $ 2,447  
 
           

 


 

Authorize.Net Holdings, Inc. and Subsidiaries
Unaudited, Condensed, Consolidated Balance Sheets
Restated for discontinued operations
(in thousands)
                 
    June 30, 2007     December 31, 2006  
Assets
               
Current assets:
               
Cash and cash equivalents
  $ 130,915     $ 116,172  
Accounts receivable, net
    2,827       2,894  
Deferred Tax Asset
    4,690       4,690  
Other current assets
    1,199       1,250  
Current assets of discontinued operations
    82       2,737  
 
           
Total current assets
    139,713       127,743  
 
               
Property and equipment, net
    5,427       4,385  
Other assets, net
    401       418  
Restricted cash
    500       500  
Goodwill
    57,628       57,628  
Intangible assets, net
    14,166       15,582  
Deferred tax asset
    16,123       15,655  
Non-current assets of discontinued operations
          563  
 
           
 
               
Total assets
  $ 233,958     $ 222,474  
 
           
Liabilities and Stockholders’ Equity
               
 
               
Current liabilities:
               
Accounts payable and accrued liabilities
  $ 7,637     $ 8,862  
Deferred rent obligation
    162       606  
Deferred revenues
    2,518       2,218  
Funds due to merchants
    9,920       8,751  
Reserve for restructuring
    1,163       804  
Current liabilities of discontinued operations
    549       2,536  
 
           
Total current liabilities
    21,949       23,777  
Deferred rent, less current portion
    411       1,957  
Deferred tax liability
    7,065       4,754  
Reserve for restructuring, less current portion
    971        
Other long-term tax liabilities
    2,187        
Deferred revenue, less current portion
    965       971  
Long-term liabilities
    700       700  
 
           
Total liabilities
    34,248       32,159  
 
           
 
               
Commitments and contingencies
               
 
               
Stockholders’ equity:
               
Common stock
    317       309  
Additional paid-in capital
    184,318       178,196  
Accumulated other comprehensive gain
    186       171  
Retained earnings
    35,700       32,437  
 
           
Total
    220,521       211,113  
Less: treasury stock, at cost
    (20,811 )     (20,798 )
 
           
Total stockholders’ equity
    199,710       190,315  
 
           
 
               
Total liabilities and stockholders’ equity
  $ 233,958     $ 222,474  
 
           

 


 

Authorize.Net Holdings, Inc. and Subsidiaries
Unaudited, Condensed, Consolidated Income Statement
GAAP to Non-GAAP Reconciliation
Restated for discontinued operations
(in thousands, except per share data)
                         
    Three Months Ended  
            Non-GAAP        
    June 30, 2007     Adjustments     June 30, 2007  
Revenues
  $ 17,227     $     $ 17,227  
 
                       
Cost of revenues
    4,113       (27)  (a)     4,086  
 
                 
 
                       
Gross profit
    13,114       27       13,141  
 
                 
 
                       
Operating expenses:
                       
Engineering and development
    1,606       (91)  (a)     1,515  
Sales and marketing
    5,236       (32)  (a)     5,204  
General and administrative
    4,424       (1,346)  (b)     3,078  
Restructuring charges
    93       (93 )      
 
                 
Total operating expenses
    11,359       (1,562 )     9,797  
 
                       
Income from operations
    1,755       1,589       3,344  
 
                 
 
                       
Other income, net
    1,670             1,670  
 
                 
 
                       
Income from continuing operations before provision for income taxes
    3,425       1,589       5,014  
 
                       
Provision for income taxes
    1,419             1,419  
 
                 
 
            .          
 
                       
Income from continuing operations
    2,006       1,589       3,595  
 
                 
 
                       
Discontinued operations, net of income taxes:
                       
Gain on sale of TDS assets, net of income taxes
                 
Income (loss) from discontinued operations, net of income taxes
                 
 
                 
Total discontinued operations, net of income taxes
                 
 
                       
Net income
  $ 2,006     $ 1,589     $ 3,595  
 
                 
 
                       
Net income (loss) per common share (basic):
                       
From continuing operations
  $ 0.07     $ 0.06     $ 0.13  
From discontinued operations
                 
 
                 
Net income per common share (basic):
  $ 0.07     $ 0.06     $ 0.13  
 
                 
 
                       
Net income per common share (diluted):
                       
From continuing operations
  $ 0.07     $ 0.05     $ 0.12  
From discontinued operations
                 
 
                 
Net income per common share (diluted):
  $ 0.07     $ 0.05     $ 0.12  
 
                 
 
                       
Basic weighted average shares
    28,166       28,166       28,166  
 
                 
 
                       
Diluted weighted average shares
    29,205       29,205       29,205  
 
                 
 
(a):   Represents share-based compensation expense.
 
(b):   Represents $908 for costs associated with pending merger with CyberSource and share-based compensation expense of $438.

 


 

Authorize.Net Holdings, Inc. and Subsidiaries
Unaudited, Condensed, Consolidated Income Statement
GAAP to Non-GAAP Reconciliation
Restated for discontinued operations
(in thousands, except per share data)
                         
    Six Months Ended  
            Non-GAAP        
    June 30, 2007     Adjustments     June 30, 2007  
Revenues
  $ 33,541     $     $ 33,541  
 
                     
 
                       
Cost of revenues
    8,003       (38)  (a)     7,965  
 
                 
 
                       
Gross profit
    25,538       38       25,576  
 
                 
 
                       
Operating expenses:
                       
Engineering and development
    3,020       (152)  (a)     2,868  
Sales and marketing
    10,312       (52)  (a)     10,260  
General and administrative
    8,611       (1,742)  (b)     6,869  
Restructuring charges
    241       (241 )      
 
                 
Total operating expenses
    22,184       (2,187 )     19,997  
 
                       
Income from operations
    3,354       2,225       5,579  
 
                 
 
                       
Other income, net
    3,375             3,375  
 
                 
 
                       
Income from continuing operations before provision for income taxes
    6,729       2,225       8,954  
 
                       
Provision for income taxes
    2,637             2,637  
 
                 
 
            .          
 
                       
Income from continuing operations
    4,092       2,225       6,317  
 
                 
 
                       
Discontinued operations, net of income taxes:
                       
Gain on sale of TDS assets, net of income taxes
    1,436             1,436  
Income (loss) from discontinued operations, net of income taxes
    (1,581 )     71  (a)     (1,510 )
 
                 
Total discontinued operations, net of income taxes
    (145 )     71       (74 )
 
                       
Net income
  $ 3,947     $ 2,296     $ 6,243  
 
                 
 
                       
Net income (loss) per common share (basic):
                       
From continuing operations
  $ 0.15     $ 0.08     $ 0.23  
From discontinued operations
    (0.01 )           (0.01 )
 
                 
Net income per common share (basic):
  $ 0.14     $ 0.08     $ 0.22  
 
                 
 
                       
Net income per common share (diluted):
                       
From continuing operations
  $ 0.14     $ 0.08     $ 0.22  
From discontinued operations
                 
 
                 
Net income per common share (diluted):
  $ 0.14     $ 0.08     $ 0.22  
 
                 
 
                       
Basic weighted average shares
    27,932       27,932       27,932  
 
                 
 
                       
Diluted weighted average shares
    29,112       29,112       29,112  
 
                 
 
(a):   Represents share-based compensation expense.
 
(b):   Represents $908 for costs associated with pending merger with CyberSource and share-based compensation expense of $834.

 

EX-99.2 3 b66265anexv99w2.htm EX-99.1 - CONFERENCE CALL SCRIPT DATED JULY 25, 2007 exv99w2
 

Exhibit 99.2
Authorize.Net Holdings, Inc.
Q207 Earnings Script
Robert Donahue — President & CEO
July 25, 2007
THANK YOU TIM.
GOOD AFTERNOON EVERYONE AND THANK YOU FOR JOINING US FOR OUR SECOND QUARTER 2007 EARNINGS CALL.
WE WILL FOLLOW OUR USUAL FORMAT TODAY. I WILL DISCUSS THE BUSINESS AND TIM O’BRIEN WILL REVIEW OUR FINANCIAL PERFORMANCE FOR THE QUARTER. I WILL THEN FOLLOW TIM WITH SOME BRIEF WRAP UP COMMENTS.
OF COURSE, THE BIGGEST ANNOUNCEMENT FOR Q-2 2007 WAS THE AGREEMENT THAT WAS REACHED FOR THE MERGER OF CYBERSOURCE AND AUTHORIZE.NET. HOWEVER, WE WANT TO MAKE SURE THAT WE SPEND QUALITY TIME DISCUSSING WHAT WAS AN EXCELLENT Q-2 FINANCIAL PERFORMANCE BY AUTHORIZE.NET.
A FEW HIGHLIGHTS FROM Q-2:
    GROSS REVENUES WERE $17.2 MILLION, VERSUS THE GUIDANCE RANGE OF $16.6 TO $17.4 MILLION. THIS IS AN INCREASE OF 24%YEAR OVER YEAR IN COMPARISON TO Q-2 2006 AND A SEQUENTIAL INCREASE OF 6% OVER Q1-2007.

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    EARNINGS PER SHARE WERE $0.07. ON A NON-GAAP BASIS, EXCLUDING STOCK BASED COMPENSATION EXPENSE, MERGER RELATED ACQUISITION COSTS AND RESTRUCTURING CHARGES, WE ACHIEVED EPS OF $0.12, AND OUR GUIDANCE RANGE WAS $0.07 TO $0.13.
AUTHORIZE.NET ALSO ENJOYED ANOTHER STRONG QUARTER ACROSS ALL KEY PERFORMANCE METRICS.
    ONCE AGAIN, WE EXCEEDED PRIOR QUARTER RECORDS WITH BOTH GROSS MERCHANT ADDS AND NET MERCHANT ADDS, OF 20,740 AND 10,196, RESPECTIVELY. NET MERCHANT ADDS WERE UP 27% YEAR OVER YEAR AND A STRONG 11% SEQUENTIALLY.
 
    OUR TOTAL ACTIVE MERCHANT COUNT NOW STANDS AT A VERY IMPRESSIVE 185,685.
AS YOU ALL KNOW, ON JUNE 18TH, WE ANNOUNCED A DEFINITIVE AGREEMENT TO MERGE WITH CYBERSOURCE. WHILE I CANNOT SPEAK TO ANY SPECIFICS WHILE THE DEAL IS STILL PENDING, I CAN STATE THAT WE HAVE RECEIVED POSITIVE RESPONSES ON THE ANNOUNCEMENT BY OUR CUSTOMERS, PARTNERS AND EMPLOYEES. I BELIEVE THAT PEOPLE RECOGNIZE THE SYNERGIES AVAILABLE TO THE COMBINED ORGANIZATION AND THE STRATEGIC POSITION THE COMPANY WILL BE IN TO FURTHER CAPITALIZE ON THE TREMENDOUS OPPORTUNITIES IN THE HIGH GROWTH WORLD OF E-

2


 

COMMERCE. WE EXPECT THE DEAL TO CLOSE EARLY IN THE FOURTH QUARTER OF 2007.
AS A RESULT OF THE PENDING MERGER WITH CYBERSOURCE, WE ALSO ANNOUNCED THE TERMINATION OF OUR NON-BINDING OFFER TO ACQUIRE PAYMENT SERVICES INTERACTIVE GATEWAY CORP (PSIGATE).
SOME ADDITIONAL HIGHLIGHTS FROM THE SECOND QUARTER INCLUDE THE FOLLOWING:
    WE COMPLETED OUR NAME CHANGE FROM LIGHTBRIDGE TO AUTHORIZE.NET HOLDINGS.
 
    WE PARTICIPATED AT THE ELECTRONIC TRANSACTIONS ASSOCIATION ANNUAL CONVENTION AND EXPO WHERE WE ANNOUNCED SEVERAL PRODUCT RELEASES, INCLUDING AN APPLICATION PROGRAMMING INTERFACE FOR OUR AUTOMATED RECURRING BILLING PROGRAM; ENHANCEMENTS TO OUR HOSTED PAYMENT FORM; AND A MERCHANT PRE-APPROVAL PROGRAM FOR OUR ELECTRONIC CHECK SOLUTION, ECHECK.NET.
 
    WE ALSO PARTICIPATED AT THE INTERNET RETAILER CONFERENCE AND EXHIBITION, THE LARGEST E-COMMERCE CONVENTION IN THE U.S.
 
    WE ENJOYED CONTINUED GROWTH OF THE AUTHORIZE.NET VERIFIED MERCHANT SEAL TO NOW OVER 20,000 MERCHANTS.

3


 

    WE WERE INCLUDED ON THE BOSTON 100, THE BOSTON GLOBE’S ANNUAL LISTING OF MASSACHUSETTS’ TOP PUBLICLY TRADED COMPANIES.
 
    AND WE WERE INCLUDED IN THE STANDARD AND POOR’S S&P SMALLCAP 600.
I WILL NOW TURN THE CALL OVER TO TIM .
Bob Donahue: Closing Comments
THANKS TIM. TO CONCLUDE, I’D LIKE TO TAKE A MOMENT TO THANK THE ENTIRE AUTHORIZE.NET TEAM FOR THEIR TREMENDOUS WORK, DEDICATION AND PROFESSIONALISM. I AM PROUD OF THE OUTSTANDING RESULTS THE TEAM HAS CONTINUED TO DELIVER AND I AM APPRECIATIVE OF THEIR COMMITMENT TO OUR SHAREHOLDERS.
AS WE HEAD INTO THE SECOND HALF OF THE YEAR, AND PRESS TOWARD THE CLOSING OF THE MERGER WITH CYBERSOURCE, WE WILL REMAIN FOCUSED ON DELIVERING RESULTS THAT CONTINUE TO BUILD SHAREHOLDER VALUE, MEET OUR CUSTOMER NEEDS AND MAKE OUR PARTNERS SUCCESSFUL.
THIS CONCLUDES OUR REMARKS FOR TODAY’S CONFERENCE CALL. ONCE AGAIN, BECAUSE OF THE PENDING MERGER OF AUTHORIZE.NET WITH CYBERSOURCE, INC., THERE WILL BE NO LIVE QUESTIONS. THANK YOU AND GOOD AFTERNOON.

4


 

Additional Information and Where to Find It
CyberSource and Authorize.Net will file a joint proxy statement/prospectus with the SEC in connection with the proposed merger. Investors and security holders are urged to read the joint proxy statement/prospectus when it becomes available and any other relevant documents filed with the SEC because they will contain important information. Investors and security holders will be able to obtain these documents free of charge at the website maintained by the SEC at www.sec.gov. In addition, documents filed with the SEC by CyberSource are available free of charge by contacting Investor Relations, CyberSource Corporation, 1295 Charleston Road, Mountain View, California 94043-1307, (650) 965-6000, and documents filed with the SEC by Authorize.Net are available free of charge by contacting Investor Relations, Authorize.Net Holdings, Inc., 293 Boston Post Road, West #220, Marlborough, MA 01752, (866) 916-7380.
Participants in Solicitation
CyberSource and Authorize.Net, and their respective directors, executive officers and other possible employees and advisors, may be deemed to be participants in the solicitation of proxies from the stockholders of CyberSource and Authorize.Net in connection with the merger and related items. Information regarding the directors and executive officers of CyberSource and their ownership of CyberSource shares is set forth in the proxy statement for CyberSource’s 2007 annual meeting of stockholders, which was filed with the SEC on April 9, 2007. Information regarding the directors and executive officers of Authorize.Net and their ownership of Authorize.Net stock is set forth in the proxy statement for Authorize.Net’s 2007 annual meeting of stockholders, which was filed with the SEC on April 30, 2007. Investors may obtain additional information regarding the interests of those participants by reading the proxy statement/prospectus when it becomes available.

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