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  • 10-Q (May 7, 2010)
  • 10-Q (Nov 6, 2009)
  • 10-Q (Aug 7, 2009)
  • 10-Q (May 8, 2009)
  • 10-Q (Nov 10, 2008)
  • 10-Q (Aug 7, 2008)

 
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CyberSource 10-Q 2010

Documents found in this filing:

  1. 10-Q
  2. Ex-31.1
  3. Ex-31.2
  4. Ex-32.1
  5. Ex-32.2
  6. Ex-32.2
Form 10-Q
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 10-Q

 

 

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2010.

or

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             .

Commission File Number: 000-26477

 

 

CYBERSOURCE CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   77-0472961

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

1295 CHARLESTON ROAD

MOUNTAIN VIEW, CALIFORNIA 94043

(Address of Principal Executive Offices)(Zip Code)

(650) 965-6000

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name, Former Address and Former Fiscal Year, If Changes Since Last Report)

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ¨    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” or “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one).

 

Large accelerated filer   x    Accelerated filer   ¨
Non-accelerated filer   ¨  (Do not check if a smaller reporting company)    Smaller reporting company   ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

As of April 23, 2010, there were 70,836,143 shares of common stock, par value $0.001 per share, outstanding.

 

 

 


Table of Contents

CYBERSOURCE CORPORATION

INDEX TO REPORT ON FORM 10-Q

FOR QUARTER ENDED MARCH 31, 2010

 

          Page
   PART I. FINANCIAL INFORMATION   

Item 1.

   Financial Statements (Unaudited):   
  

Condensed Consolidated Balance Sheets as of March 31, 2010 and December 31, 2009

   3
  

Condensed Consolidated Statements of Income for the Three Months Ended March 31, 2010 and 2009

   4
  

Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2010 and 2009

   5
  

Notes to Condensed Consolidated Financial Statements

   6
Item 2.   

Management’s Discussion and Analysis of Financial Condition and Results of Operations

   13
Item 3.   

Quantitative and Qualitative Disclosures About Market Risk

   18
Item 4.   

Controls and Procedures

   18
   PART II. OTHER INFORMATION   

Item 1.

  

Legal Proceedings

   19
Item 1A.   

Risk Factors

   19
Item 2.   

Unregistered Sales of Equity Securities and Use of Proceeds

   26
Item 3.   

Defaults Upon Senior Securities

   26
Item 5.   

Other Information

   26
Item 6.   

Exhibits

   27

Signatures

   28

 

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Table of Contents

PART I. FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

CYBERSOURCE CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

 

     March 31,
2010
    December 31,
2009 (1)
 
     (Unaudited)        

ASSETS

    

Current assets:

    

Cash and cash equivalents

   $ 143,223      $ 128,044   

Accounts receivable, net

     23,220        22,878   

Prepaid expenses and other current assets

     7,870        7,797   

Deferred income taxes

     3,770        3,770   
                

Total current assets

     178,083        162,489   

Property and equipment, net

     20,593        21,022   

Intangible assets, net

     97,968        103,413   

Goodwill

     289,278        289,278   

Non-current deferred income taxes, net

     14,422        16,224   

Other non-current assets

     2,425        2,520   

Restricted cash

     1,516        1,516   
                

Total assets

   $ 604,285      $ 596,462   
                

LIABILITIES AND STOCKHOLDERS’ EQUITY

    

Current liabilities:

    

Accounts payable

   $ 1,295      $ 1,003   

Funds due to merchants

     16,288        14,378   

Other accrued liabilities

     17,451        20,694   

Deferred revenue

     6,128        5,630   

Accrued restructuring

     1,095        1,155   
                

Total current liabilities

     42,257        42,860   

Deferred revenue, less current portion

     1,188        1,154   

Accrued restructuring, less current portion

     690        927   

Other non-current tax liabilities

     1,841        1,814   
                

Total liabilities

     45,976        46,755   
                

Stockholders’ equity:

    

Common stock

     71        70   

Additional paid-in capital

     822,396        816,972   

Accumulated other comprehensive loss

     (2,150     (1,497

Accumulated deficit

     (262,008     (265,838
                

Total stockholders’ equity

     558,309        549,707   
                

Total liabilities and stockholders’ equity

   $ 604,285      $ 596,462   
                

 

(1) Derived from the Company’s audited consolidated financial statements as of December 31, 2009.

See notes to condensed consolidated financial statements.

 

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Table of Contents

CYBERSOURCE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(In thousands, except per share amounts)

 

     Three Months Ended
March 31,
 
     2010    2009  

Revenues

   $ 76,589    $ 60,491   

Cost of revenues

     36,733      27,981   
               

Gross profit

     39,856      32,510   

Operating expenses:

     

Product development

     7,739      6,454   

Sales and marketing

     18,354      17,554   

General and administrative

     7,642      6,980   
               

Total operating expenses

     33,735      30,988   
               

Income from operations

     6,121      1,522   

Other income (loss), net

     73      (18

Interest income

     20      133   
               

Income before income taxes

     6,214      1,637   

Income tax provision

     2,384      627   
               

Net income

   $ 3,830    $ 1,010   
               

Basic net income per share

   $ 0.05    $ 0.01   
               

Diluted net income per share

   $ 0.05    $ 0.01   
               

Weighted average number of shares used in computing basic net income per share

     70,591      68,983   
               

Weighted average number of shares used in computing diluted net income per share

     73,398      70,905   
               

See notes to condensed consolidated financial statements.

 

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CYBERSOURCE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

 

     Three Months Ended
March 31,
 
     2010     2009  

CASH FLOWS FROM OPERATING ACTIVITIES:

    

Net income

   $ 3,830      $ 1,010   

Adjustments to reconcile net income to net cash provided by operating activities:

    

Amortization expense

     5,445        6,640   

Depreciation expense

     2,588        1,700   

Income from investment in joint venture

     (100     (110

Stock-based compensation

     2,762        2,260   

Changes in operating assets and liabilities:

    

Accounts receivable

     (342     (207

Prepaid expenses and other current assets

     (73     (1,176

Deferred income taxes

     1,802        (37

Other non-current assets

     195        (52

Accounts payable

     292        284   

Accrued liabilities

     (3,540     (3,055

Funds due to merchants

     1,910        (133

Deferred revenue

     532        528   

Other non-current tax liabilities

     27        29   
                

Net cash provided by operating activities

     15,328        7,681   

CASH FLOWS FROM INVESTING ACTIVITIES:

    

Purchases of property and equipment

     (2,159     (2,451
                

Net cash used in investing activities

     (2,159     (2,451

CASH FLOWS FROM FINANCING ACTIVITIES:

    

Proceeds from issuance of common stock

     2,649        867   

Tax benefit from employee stock options

     14        47   
                

Net cash provided by financing activities

     2,663        914   

Effect of exchange rate changes on cash

     (653     (248
                

Increase in cash and cash equivalents

     15,179        5,896   

Cash and cash equivalents at beginning of period

     128,044        73,292   
                

Cash and cash equivalents at end of period

   $ 143,223      $ 79,188   
                

See notes to condensed consolidated financial statements.

 

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CYBERSOURCE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of CyberSource Corporation and its wholly-owned subsidiaries (collectively, “CyberSource” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. In the opinion of management, all adjustments (consisting primarily of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2010 are not necessarily indicative of the results that may be expected for the year ending December 31, 2010. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s annual report filed on Form 10-K for the year ended December 31, 2009 with the Securities and Exchange Commission (“SEC”) on February 26, 2010, SEC File No. 000-26477.

In June 2009, the Financial Accounting Standards Board (“FASB”) established the Accounting Standards Codification (“ASC”) as the source of authoritative GAAP recognized by the FASB. The ASC supersedes all existing U.S. accounting standards; all other accounting literature not included in the ASC (other than Securities and Exchange Commission guidance for publicly-traded companies) is considered non-authoritative. The ASC was effective for interim and annual reporting periods ending after September 15, 2009. The adoption of the ASC changed the Company’s references to U.S. GAAP but did not have a material impact on the Company’s consolidated financial statements.

Accounting for Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with ASC Topic 718, “Compensation – Stock Compensation.” The Company recognized stock-based compensation expenses before income taxes in the consolidated statements of income as follows (in thousands):

 

     Three Months Ended March 31,
         2010            2009    

Cost of revenues

   $ 419    $ 401

Product development

     577      508

Sales and marketing

     541      473

General and administrative

     1,225      878
             
   $ 2,762    $ 2,260
             

Segment Information

Operating segments are identified as components of an enterprise about which separate discrete financial information is available that is evaluated by the chief operating decision maker or decision-making group to make decisions about how to allocate resources and assess performance. The Company’s chief operating decision maker is the Chief Executive Officer (“CEO”). The Company views its operations as one segment, commerce transaction services, and manages the business based on the revenues of this segment.

Long-Lived Assets

ASC Topic 350, “Intangibles – Goodwill and Other” (“ASC 350”) requires that the Company perform tests for impairment of its goodwill annually and between annual tests in certain circumstances. As of March 31, 2010, the Company’s goodwill, in connection with its acquisition of Authorize.Net in November 2007, had a carrying value of approximately $289.3 million. The Company evaluates the goodwill related to the Authorize.Net acquisition on an annual basis as of July 31 or when indicators of impairment may exist.

ASC Section 360-10-35, “Impairment or Disposal of Long-Lived Assets” (“ASC 360-10-35”) requires that the Company perform tests for impairment of its intangible assets subject to amortization annually and more frequently whenever events or circumstances suggest that its intangible assets may be impaired. As of March 31, 2010, the Company had recorded intangible assets in connection with its acquisition of Authorize.Net with a carrying value of approximately $98.0 million. The Company evaluates the intangible assets on an annual basis as of July 31 or when indicators of impairment may exist.

 

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CYBERSOURCE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

 

To evaluate potential impairment, ASC 350 and ASC 360-10-35 require the Company to assess whether the estimated fair value of its goodwill and intangible assets are greater than their respective carrying value at the time of the test. Accordingly, there could be significant judgment in determining the fair values attributable to goodwill and intangible assets, including the determination of reporting units, estimating future cash flows, determining appropriate discount rates and other assumptions. The Company did not recognize any goodwill or intangible asset impairment charges during the three months ended March 31, 2010.

Income Taxes

Income taxes are calculated under the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under ASC 740, the liability method is used in accounting for income taxes, which includes the effects of temporary differences between financial and taxable amounts of assets and liabilities as well as the effects of net operating loss and credit carryforwards to determine deferred tax assets and liabilities. Valuation allowances are established and adjusted when necessary to reduce deferred tax assets to the amounts expected to be realized on a more likely than not basis. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements.

Recent Pronouncements

In October 2009, the FASB issued Accounting Standards Update 2010-13, “Revenue Recognition (Topic 605)” (“ASU 2010-13”) which addresses arrangements with multiple-deliverable revenue arrangements under ASC Subtopic 605-25. It provides guidance on whether multiple deliverables exist, how the arrangement should be separated, and the consideration allocated. It (1) requires an entity to allocate revenue in an arrangement using estimated selling price of deliverables if a vendor does not have vendor-specific objective evidence or third-party evidence of selling price and (2) eliminates the use of the residual method and requires an entity to allocate revenue using the relative selling price method. The Company will apply ASU 2010-13 on a prospective basis for revenue arrangements entered into or materially modified beginning on or after January 1, 2011. Earlier application is permitted. The Company has not yet determined the effect on the Company’s consolidated financial statements, if any, upon the adoption of ASU 2010-13.

2. COMPREHENSIVE INCOME

The components of comprehensive income are as follows (in thousands):

 

     Three Months Ended
March 31,
 
         2010             2009      

Net income

   $ 3,830      $ 1,010   

Change in cumulative translation adjustment

     (653     (248
                

Comprehensive income

   $ 3,177      $ 762   
                

3. FUNDS DUE TO MERCHANTS

As of March 31, 2010, the Company was holding funds in the amount of approximately $16.3 million due to merchants. The funds are included in cash and cash equivalents and funds due to merchants on the Company’s consolidated balance sheet. The Company typically holds certain funds related to certain electronic check transactions based on the contractual terms with the merchant, generally seven business days. The Company also holds certain funds related to certain credit card and automated clearing house transactions based on the contractual terms with the financial institution which processes the transactions, generally two to four business days. The Company’s agreements with its customers do not contain any terms or conditions that legally restrict the use of cash amounts classified on the balance sheet as funds due to merchants.

4. INTANGIBLE ASSETS, NET

The components of intangible assets, net as of March 31, 2010 are as follows (in thousands):

 

     Gross    Accumulated
Amortization
   Net

Partner contracts and related relationships

   $ 86,100    $ 10,736    $ 75,364

Merchant contracts and related relationships

     49,300      36,423      12,877

Existing technology

     21,900      12,793      9,107

Trade name

     3,900      3,900      —  

Processor relationships

     1,200      580      620
                    

Total

   $ 162,400    $ 64,432    $ 97,968
                    

The amortization expense for the three months ended March 31, 2010 and 2009 was approximately $5.4 million and $6.6 million, respectively.

 

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Table of Contents

CYBERSOURCE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

 

Estimated future amortization expense for the intangible assets recorded on the Company’s March 31, 2010 balance sheet is as follows (in thousands):

 

     Amount

Remainder of 2010

   $ 16,332

2011

     18,743

2012

     12,903

2013

     10,038

2014

     10,234

Thereafter

     29,718
      

Total

   $ 97,968
      

5. RESTRUCTURING CHARGES

As a result of the Company’s acquisition of Authorize.Net in November 2007, the Company acquired certain restructuring accruals related to certain facilities that Authorize.Net had exited. There were no restructuring charges for the three months ended March 31, 2010.

The following table summarizes the activity in the restructuring accrual for the three months ended March 31, 2010 (in thousands):

 

     Balance at
December 31,
2009
   Adjustment to
Restructuring
Charge
   Cash
Payments
    Balance at
March 31,
2010

Facilities related charges

   $ 2,082    —      (297   $ 1,785

The Company has lease obligations related to its exited facilities which extend through the year 2012.

6. RESTRICTED CASH

As of March 31, 2010, the Company has an unsecured letter of credit in the amount of $1.0 million per the terms of the operating lease related to the Burlington, Massachusetts office facility it acquired through the acquisition of Authorize.Net. The Company also has approximately $1.0 million on deposit with the financial institution that issued the letter of credit to the Company. This amount is classified as restricted cash in the Company’s balance sheet.

In addition, the Company has $0.5 million on deposit with a financial institution to cover any deficit account balance that could occur if the amount of transactions returned or charged back exceeds the balance on deposit with the financial institution. This amount is classified as restricted cash in the Company’s balance sheet. To date, the deposit has not been applied to offset any deficit balance. The deposit will be held continuously for as long as the Company utilizes certain processing services of the financial institution, and the amount of the deposit may increase as processing volume increases.

7. LEGAL MATTERS

In July and August 2001, various class action lawsuits were filed in the United States District Court, Southern District of New York, against the Company, its Chairman and CEO, a former officer, and four brokerage firms that served as underwriters in its initial public offering. The actions were filed on behalf of persons who purchased the Company’s stock issued pursuant to or traceable to the initial public offering. The action alleges that the Company’s underwriters charged secret excessive commissions to certain of their customers in return for allocations of the Company’s stock in the offering. The lawsuit filed against the Company was one of several hundred lawsuits filed against other companies based on substantially similar claims. On April 2, 2009, the underwriters, issuers, insurance companies, individual defendants, and plaintiffs filed with the court for approval a finalized settlement agreement that was accepted by most parties to the litigation. On June 10, 2009, the court issued a preliminary approval of the settlement. On October 9, 2009, the court issued a final order approving the settlement. Pursuant to the terms of the proposed settlement, the Company’s insurer will cover any and all legal fees and damages payments on behalf of the Company and will waive the retention portion of the coverage amount. Accordingly, the Company will incur no costs or expenses related to this litigation. On October 23, 2009, three individuals that opted out of the plaintiffs’ class, filed a petition in the United States Court of Appeals for the Second Circuit, seeking permission to appeal the class certification. Due to the inherent uncertainties of litigation, the Company cannot accurately predict the ultimate outcome of the matter.

 

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Table of Contents

CYBERSOURCE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

 

On July 19, 2002, an action entitled Brian E. Wilgus and Robert C. Varner, Jr. v. CyberSource Corp., Civil Action No. 02-L-995, was filed by plaintiffs on behalf of themselves and, purportedly, a class of all other similarly situated persons in the Circuit Court for the Third Judicial District, Madison County, IL. Plaintiffs became employees of CyberSource upon the closing of the acquisition by CyberSource of PaylinX Corporation (the “PaylinX Merger”). The plaintiffs’ employment with CyberSource were terminated in 2002 pursuant to a reduction in force. The action alleges that CyberSource breached contractual obligations by not providing the plaintiffs with the ability to exercise stock options on a timely basis upon closing of the PaylinX Merger. Plaintiffs seek unspecified damages and attorneys’ fees. On August 30, 2004, the court granted certification of the plaintiff class, excluding roughly 25 former employees and officers that signed lock-up agreements and/or releases. The members of the class have been notified of the action, and, to the best of the Company’s knowledge, two employees have opted out of the litigation. Discovery has completed but a trial date has not yet been set. On September 5, 2006, the Company filed a motion for summary judgment. On October 2, 2006, Plaintiffs filed an opposition to the Company’s motion for summary judgment. On October 13, 2006, the Company filed a response to the Plaintiff’s opposition. A hearing was held on December 7, 2006 on the motion for summary judgment. On January 22, 2008, the court granted the Company’s motion for summary judgment. On January 31, 2008, Plaintiff filed a notice of appeal. On June 9, 2008, Plaintiff filed its appeal brief. On August 19, 2008, the Company filed a response brief. On January 7, 2009, a hearing was held by the court. On August 27, 2009, the district appellate court issued a decision reversing the summary judgment granted by the trial court. On September 25, 2009, the Company filed a Petition for Leave with the Supreme Court of the State of Illinois. On November 4, 2009, Plaintiffs filed an answer to the Company’s petition. On November 25, 2009, the Supreme Court of the State of Illinois denied the Company’s petition for appeal and the case was returned to the trial court. By mutual agreement of the parties, a status conference that was scheduled for February 16, 2010 was continued. A new date has not yet been set. Due to the inherent uncertainties of litigation, the Company cannot accurately predict the ultimate outcome of the matter.

On August 11, 2004, the Company filed suit in the Northern District of California (the “District Court”) against Retail Decisions, Inc. (“ReD US”) and Retail Decisions Plc (“ReD UK”) (collectively, “ReD”), Case No. 3:04-CIV-03268, alleging that ReD infringes the Company’s U.S. Patent No. 6,029,154 (the “’154 Patent”). ReD filed a motion to stay the case pending a determination by the U.S. Patent and Trademark Office (“PTO”) as to whether it will grant ReD’s request that the PTO re-examine the ’154 Patent. In addition, based on ReD UK’s representation that ReD US is the sole entity that develops, operates, and distributes the eBitGuard service, the Company agreed to dismiss ReD UK while reserving the right to reinstitute action against ReD UK in the event the Company later discovers that ReD UK is subject to the District Court’s personal jurisdiction. On August 9, 2006, the PTO issued a final office action rejecting all of the claims of the ’154 Patent. On May 3, 2007, the PTO issued a “Notice of Intent to Issue Reexam Certificate,” reversing its action of August 9, 2006. On August 5, 2008, the PTO issued the Ex Parte Reexamination Certificate. Accordingly, the patent was re-validated. On April 25, 2008, litigation proceedings in the case were reinstated. In October 2008, ReD filed two motions for summary judgment. On November 24, 2008, the District Court denied one of the motions and ruled that the other motion was premature. On January 26, 2009, ReD filed three additional motions for summary judgment. On March 27, 2009, the District Court granted summary judgment, finding the Company’s patent claims invalid based on the patentability standard articulated in In re Bilski. On April 15, 2009, the District Court issued a judgment invalidating the patent. On May 13, 2009, the Company filed a notice of appeal. On July 8, 2009, the Company filed a motion to stay the appeal pending the outcome of Bilski vs. Doll, which is currently pending before the U.S. Supreme Court and which was the basis for the District Court’s March 27, 2009 decision in our case. While there can be no assurances as to the outcome of an appeal, the Company does not presently believe that the continuation of this lawsuit would have a material effect on its financial condition, results of operations, or cash flows.

On April 1, 2009, John Pettitt, Murphy Labrador Corporation and Max GSD Trust filed suit in the Superior Court of California, Marin County, entitled John Pettitt, et al. v. CyberSource Corporation, et al., No. CIV 091005. The Company’s stock transfer agent, American Stock Transfer & Trust Company (“AS&T”), is also a named defendant. The Company was served with a First Amended Complaint on or around April 20, 2009. The complaint alleges, among other things, breach of contract, conversion, breach of fiduciary duty, and negligent infliction of emotional distress, arising from the transfer by AS&T of 100,000 shares of CyberSource common stock that were owned by Murphy Labrador Corporation to the State of California under California’s Unclaimed Property Law (“UPL”). Upon receipt of the shares from AS&T, and pursuant to the UPL, the State of California sold the shares at approximately $6.63 per share. The proceeds of the sale of the shares were recovered by Murphy Labrador Corporation, but plaintiffs are seeking re-issuance of the 100,000 shares or alternatively special damages of $877,000, unspecified consequential damages, interest, attorney’s fees, and punitive damages. On June 4, 2009, the Company filed a demurrer to dismiss the case. Prior to a scheduled hearing on the demurrer, plaintiffs filed a Second Amended Complaint on July 24, 2009. On August 17, 2009, the Company filed an answer to the Second Amended Complaint denying all allegations and asserting affirmative defenses. In March 2010, the parties entered into a settlement and release agreement for an amount that is not material to the Company’s financial condition, results of operations, or cash flows, and the case was dismissed with prejudice on April 16, 2010.

On April 29, 2010, an individual named Carol Ann Peters filed a putative class action lawsuit against the Company, the Company’s directors, and Visa Inc. (erroneously named as “Visa Company”) in the Superior Court of California, Santa Clara County, entitled Carol Ann Peters, et al v. William S. McKiernan, et al., No. 110CV170563, in connection with the proposed merger of the Company and Visa, Inc. (“Visa”). The complaint asserts claims of breach of fiduciary duty against the Company’s directors and aiding and abetting breaches of fiduciary duty against the Company and Visa. Plaintiff seeks declaratory and injunctive relief and attorneys’ fees. The Company has not yet been served with the complaint. Due to the inherent uncertainties of litigation, the Company cannot accurately predict the ultimate outcome of the matter.

 

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CYBERSOURCE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

 

On May 4, 2010, the Inter-Local Pension Fund of the Graphic Communications Conference of the International Brotherhood of Teamsters filed a putative class action lawsuit against the Company, the Company’s directors, Visa and Market St. Corp. in the Chancery Court of the State of Delaware, entitled Inter-Local Pension Fund of the Graphic Communications Conference of the International Brotherhood of Teamsters v. CyberSource Corporation, Visa Inc., Market St. Corp., William S. McKiernan, Robert Donahue, John J. McDonnell Jr., Steven P. Novak, Richard Scudellari, Ken R. Thornton, and Carl F. Pascarella ,No. 5454, in connection with the proposed merger of the Company and Visa. The complaint asserts claims of breach of fiduciary duty against the Company’s directors and aiding and abetting breaches of fiduciary duty against the Company and Visa. Plaintiff seeks declaratory and injunctive relief and attorneys’ fees. The Company has not yet been served with the complaint. Due to the inherent uncertainties of litigation, the Company cannot accurately predict the ultimate outcome of the matter.

The Company is currently party to various legal proceedings and claims that arise in the ordinary course of business. While the outcome of these matters cannot be predicted with certainty, the Company does not believe that the outcome of any of these claims or any of the above mentioned legal matters will have a material adverse effect on its consolidated financial position, results of operations or cash flows.

8. STOCK OPTIONS

Stock options to purchase the Company’s common stock are granted at prices equal to the fair market value on the grant date. Options generally vest monthly over a four-year period beginning from the grant date, and generally expire six to ten years from the grant date. Options granted to non-employee directors generally become vested nine to twelve months from the grant date. Nearly all outstanding stock options are non-qualified stock options.

A summary of the Company’s stock option activity during the three months ended March 31, 2010 is as follows:

 

     Shares     Weighted
average
exercise price
per share
   Weighted
average
remaining
contractual life
   Aggregate
intrinsic value

Outstanding as of December 31, 2009

   8,427,307      $ 10.50      

Granted

   2,628,100      $ 18.84      

Exercised

   (319,673   $ 8.11      

Forfeited

   (165,047   $ 30.18      
              

Outstanding as of March 31, 2010

   10,570,687      $ 12.34    4.32    $ 60,378,476
              

Vested and expected to vest as of March 31, 2010

   10,099,171      $ 12.15    4.27    $ 59,471,155

Exercisable as of March 31, 2010

   5,359,365      $ 8.96    3.51    $ 47,574,109

During the three months ended March 31, 2010 and 2009, the total intrinsic value of stock options exercised was approximately $3.3 million and $0.9 million, respectively. As of March 31, 2010, total unrecognized stock-based compensation expense related to non-vested stock options was approximately $31.9 million, which is expected to be recognized over a weighted average period of approximately 3.08 years. During the three months ended March 31, 2010 and 2009, the total cash received from the exercise of stock options was approximately $2.6 million and $0.9 million, respectively.

For stock options granted during the three months ended March 31, 2010 and 2009, the Company determined the fair value at the grant date using the Black-Scholes option valuation model and the following weighted average assumptions which are evaluated and revised, as necessary, to reflect market conditions and the Company’s experience:

 

     Three Months Ended March 31,  
     2010     2009  

Risk-free interest rate

   1.61   1.67

Dividend yield

   —        —     

Volatility

   0.57      0.58   

Expected life (years)

   3.59      3.58   

 

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CYBERSOURCE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

 

The expected life of the options represents the estimated period of time until exercise and is based on historical experience of similar awards, giving consideration to the contractual terms, vesting schedules and expectations of future employee behavior. Expected stock price volatility is based on historical volatility of the Company’s stock over the expected life of the options. The risk-free interest rate is based on the yield available on U.S. Treasury zero-coupon issues with an equivalent remaining expected life. The Company has not paid dividends in the past and does not expect to pay any dividends in the near future.

The weighted average fair value of options granted was $8.05 and $5.34 per share for options granted during the three months ended March 31, 2010 and 2009, respectively.

9. COMMON STOCK REPURCHASE PROGRAM

The Company did not repurchase any of the Company’s outstanding common stock during the three months ended March 31, 2010 and 2009.

10. GUARANTEES

From time to time, the Company enters into certain types of contracts that require the Company to indemnify parties against third-party claims on a contingent basis. These contracts primarily relate to: (i) licenses for software and services; (ii) certain real estate leases, under which the Company may be required to indemnify property owners for environmental and other liabilities, and other claims arising from the Company’s use of the applicable premises; and (iii) certain agreements with the Company’s officers, directors and employees, under which the Company may be required to indemnify such persons for liabilities arising out of their employment relationship.

The terms of such obligations vary. Generally, a maximum obligation is not explicitly stated. Because the obligated amounts of these types of agreements often are not explicitly stated, the overall maximum amount of the obligations cannot be reasonably estimated. Historically, the Company has not been obligated to make significant payments for these obligations, and no liabilities have been recorded for these obligations on its balance sheet as of March 31, 2010.

11. NET INCOME PER SHARE

The components of basic and diluted net income per share are as follows (in thousands, except per share data):

 

     For the three months ended
March 31,
     2010    2009

Basic net income per share computation:

     

Net income

   $ 3,830    $ 1,010
             

Weighted-average common shares outstanding

     70,591      68,983
             

Basic net income per share attributable to common stockholders

   $ 0.05    $ 0.01
             

Diluted net income per share computation:

     

Net income

   $ 3,830    $ 1,010
             

Weighted-average common shares outstanding

     70,591      68,983

Incremental shares attributable to the assumed exercise of outstanding options

     2,807      1,922
             

Total diluted weighted average common shares

     73,398      70,905
             

Diluted net income per share attributable to common stockholders

   $ 0.05    $ 0.01
             

The computation of diluted net income per share excluded approximately 2.3 million and 4.1 million options to purchase shares of common stock for the three months ended March 31, 2010 and 2009, respectively, because the effect would have been antidilutive.

12. INCOME TAXES

As part of the process of preparing the unaudited condensed consolidated financial statements, the Company is required to estimate its income taxes in each of the jurisdictions in which it operates. This process involves estimating the current tax liability under the most recent tax laws and assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included in the unaudited condensed consolidated balance sheets.

Income tax expense for the three months ended March 31, 2010 was $2.4 million, or 38% of pre-tax income, compared to $0.6 million, or 38% of pre-tax income for the three months ended March 31, 2009. The effective tax rate for the three months ended March 31, 2010 differs from the U.S. federal statutory rate of 35% primarily due to the unfavorable impact attributable to state income taxes offset, in part, by state tax credits. The effective tax rate for the three months ended March 31, 2009 differs from the U.S. federal statutory rate of 35% primarily due to the unfavorable impact attributable to stock-based compensation and state income taxes.

 

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CYBERSOURCE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

 

As of March 31, 2010, the Company’s total gross unrecognized tax benefits did not materially change compared with the balance as of December 31, 2009. The Company has provided a liability of approximately $1.8 million representing unrecognized tax benefits relating to various federal, state, and foreign income tax matters which is classified as other non-current tax liabilities in the Company’s balance sheet. All of this amount would impact the Company’s effective tax rate, if recognized. Interest and penalties of $0.6 million are included in this balance.

13. FAIR VALUE MEASUREMENTS

Effective January 1, 2009, the Company adopted ASC Topic 820, “Fair Value Measurements and Disclosures” (“ASC 820”). ASC 820 defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles and enhances disclosures about fair value measurements. Fair value is defined under ASC 820 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following:

 

   

Level 1—Quoted prices in active markets for identical assets or liabilities.

 

   

Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

 

   

Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Level 1 financial assets measured at fair value on a recurring basis consisted of cash accounts of approximately $81.6 million and money market funds (cash equivalents) of approximately $61.6 million as of March 31, 2010. The Company had no Level 2 or Level 3 financial assets measured at fair value on a recurring basis as of March 31, 2010. The Company had no unrealized gains or losses from investments as of March 31, 2010 and 2009.

14. SUBSEQUENT EVENTS

On April 20, 2010, Visa, the Company, and Market St. Corp., a newly-formed, wholly-owned subsidiary of Visa, entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which Market St. Corp. (“Market St.”) will acquire the outstanding shares of and merge with and into the Company, the separate corporate existence of Market St. shall cease, and the Company shall be the successor or surviving corporation of the merger as a wholly owned subsidiary of Visa (the “Merger”).

On April 21, 2010, Visa and the Company issued a joint press release announcing that the parties had entered into a definitive agreement for Visa to purchase the Company at a price of $26 per share, or approximately $2 billion, to be paid with cash on hand.

This transaction is subject to customary closing conditions, including approval by the Company’s stockholders and required regulatory approvals. The transaction, which has been approved by the Visa and the Company’s boards of directors, does not require a Visa stockholder vote and is expected to close in the Company’s third quarter of 2010.

On April 29, 2010, an individual named Carol Ann Peters filed a putative class action lawsuit against the Company, the Company’s directors, and Visa (erroneously named as “Visa Company”) in the Superior Court of California, Santa Clara County, entitled Carol Ann Peters, et al v. William S. McKiernan, et al., No. 110CV170563, in connection with the proposed merger of the Company and Visa. The complaint asserts claims of breach of fiduciary duty against the Company’s directors and aiding and abetting breaches of fiduciary duty against the Company and Visa. Plaintiff seeks declaratory and injunctive relief and attorneys’ fees. The Company has not yet been served with the complaint. Due to the inherent uncertainties of litigation, the Company cannot accurately predict the ultimate outcome of the matter.

On May 4, 2010, the Inter-Local Pension Fund of the Graphic Communications Conference of the International Brotherhood of Teamsters filed a putative class action lawsuit against the Company, the Company’s directors, Visa and Market St. Corp. in the Chancery Court of the State of Delaware, entitled Inter-Local Pension Fund of the Graphic Communications Conference of the International Brotherhood of Teamsters v. CyberSource Corporation, Visa Inc., Market St. Corp., William S. McKiernan, Robert Donahue, John J. McDonnell Jr., Steven P. Novak, Richard Scudellari, Ken R. Thornton, and Carl F. Pascarella ,No. 5454, in connection with the proposed merger of the Company and Visa. The complaint asserts claims of breach of fiduciary duty against the Company’s directors and aiding and abetting breaches of fiduciary duty against the Company and Visa. Plaintiff seeks declaratory and injunctive relief and attorneys’ fees. The Company has not yet been served with the complaint. Due to the inherent uncertainties of litigation, the Company cannot accurately predict the ultimate outcome of the matter.

 

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Statement Regarding Forward-Looking Statements

This Report on Form 10-Q contains 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 (the “Exchange Act”) adopted pursuant to the Private Securities Litigation Reform Act of 1995. Statements that are not purely historical may be forward-looking, including statements regarding our expectations, objectives, anticipations, estimations, intentions, plans, hopes, beliefs or strategies regarding the future. Such forward-looking statements include, but are not limited to statements regarding dividend payments, changes in revenue and expense levels, sufficiency of cash resources and liquidity, realization of goodwill, impact of acquisitions, valuation determinations, the effect of competition, growth levels, fraud-prevention in connection with our services and platform, intellectual property protection, legal proceedings, and regulatory impact. Such forward looking statements include, but are not limited to our expectations:

 

   

that analysis and design early in the project lifecycle reduces the number and costs of defects that may be found in later stages;

 

   

regarding the effectiveness of our systems and procedures to detect and prevent consumer and merchant fraud;

 

   

regarding our ability to prevent security breaches and maintain confidential data;

 

   

that we will be able to prevent system disruptions and accommodate increases in volume demand;

 

   

regarding the continuity of our bank sponsor relationship;

 

   

strength and growth of our small business and gateway offerings as well as our channel partners;

 

   

about the impact of our lawsuit with ReD and other litigation matters;

 

   

about the prospect of international expansion representing a major opportunity for us to grow our business over the long term;

 

   

regarding whether investments in channel relationships will attract new resellers and partners as well as strengthen our existing relationships;

 

   

that the number of new merchants signed illustrate a return on our investment in tools and training;

 

   

regarding the level of expenses and revenue growth for the remainder of 2010;

 

   

that our cash and cash equivalents balance as of March 31, 2010 will be sufficient to meet our working capital and capital requirements for at least the next twelve months;

 

   

the announcement and the pendency of the Merger could cause disruptions in our business, including affecting our relationship with customers, vendors and employees, which could have an adverse effect on our business, financial results and operations;

 

   

about the potential adverse effect on our business and operations because of certain covenants we agreed to in the Merger Agreement, including the requirement that we pay Visa a termination fee of $65 million upon the occurrence of certain events, changes or circumstances that could give rise to the termination of the Merger Agreement; and

 

   

regarding our ability to meet our expectations regarding the timing and completion of the Merger.

We cannot guarantee that any forward-looking statement will be realized, although we believe we have been prudent in our plans and assumptions. Achievement of future results is subject to risks, uncertainties and potentially inaccurate assumptions. These risks and uncertainties include, among others, those discussed in “Part II Item 1A. Risk Factors,” of this Quarterly Report on Form 10-Q as well as our consolidated financial statements, related notes, and the other financial information appearing elsewhere in this report and our other filings with the Securities and Exchange Commission. Should known or unknown risks or uncertainties materialize, or should underlying assumptions prove inaccurate, actual results could differ materially from past results and those anticipated, estimated or projected. You should bear this in mind as you consider forward-looking statements. We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise.

 

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You should read the following in conjunction with the audited consolidated financial statements and the notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Report on Form 10-K, filed with the Securities and Exchange Commission (“SEC”) on February 26, 2010 (SEC File No. 000-26477).

OVERVIEW

CyberSource Corporation provides electronic payment and risk management solutions. Our solutions enable electronic payment processing for Web, call center, and point-of-sale environments. We partner with and connect to a large network of payment processors and other payment service providers to offer merchants a single source solution that simplifies electronic payment management. Our payment solutions allow eCommerce merchants to accept a wide range of online payment options, from credit cards and electronic checks, to global payment options and emerging payment types. We also offer industry leading risk management and other solutions to help online merchants address complexities such as credit card fraud, online tax requirements, and export controls. Our professional services help to design, integrate, and optimize commerce transaction processing systems for merchants.

Key operating metrics that members of our senior management regularly review to evaluate our financial results include customer-base size, transaction volume, new customer sign-ups, and authorization dollars processed. As of March 31, 2010, approximately 305,000 businesses used our solutions, an increase of approximately 9,700 customers since December 31, 2009. For the three months ended March 31, 2010, we processed approximately 738 million transactions. The dollar value of all credit card authorization requests we processed during the three months ended March 31, 2010 was approximately $38.7 billion. The dollar value of all credit card authorization requests we processed as the merchant acquirer during the three months ended March 31, 2010 was approximately $1.1 billion. As the dollar value of credit card authorization requests we process as the merchant acquirer increases, we expect our global acquiring fees to increase and our gross margins to possibly decrease; and, as the dollar value of credit card authorization requests we process as the merchant acquirer decreases, we expect our global acquiring fees to decrease.

We expect to continue our growth trend of expanding our international capabilities, enhancing our risk and security management offerings, and increasing the number of our resellers and partner channels. International expansion represents an important opportunity for us to grow our business footprint. In Europe, we recently signed an agreement with a member bank to enable our acquiring offerings in certain countries in Europe, and also separately announced plans in February 2010 to invest more than $2 million into our existing development center in Northern Ireland. In Asia, we opened a sales office in Singapore in May 2009. We continue to enhance our fraud solutions with new features such as device fingerprinting and advanced levels of automation to increase the efficiency of order review and reduce fraud. Our channel partner program consisting of approximately 4,800 active resellers and affiliate partners have become an increasingly important part of our sales strategy. We believe that investing in these channel relationships will attract new resellers and partners as well as strengthen our existing relationships. We signed approximately 900 new resellers and affiliate partners during the three months ended March 31, 2010.

We primarily derive our revenues from monthly commerce transaction processing fees, global acquiring fees, support service fees and set-up fees. Revenue associated with each type of transaction service fee is recognized separately as the respective service is performed. Transaction and global acquiring revenues are recognized in the period in which the transactions occur. Support service fees are recognized as the related services are provided and costs are incurred. Set-up fees are deferred and recognized over the expected life of the merchant to the extent that the life can be estimated or, if not estimable, then over the contract period.

On April 20, 2010, Visa, the Company, and Market St., a newly-formed, wholly-owned subsidiary of Visa, entered into the Merger Agreement, pursuant to which Market St. will acquire the outstanding shares of and merge with and into the Company, the separate corporate existence of Market St. shall cease, and the Company shall be the successor or surviving corporation of the Merger as a wholly-owned subsidiary of Visa.

On April 21, 2010, Visa and the Company issued a joint press release announcing that the parties had entered into a definitive agreement for Visa to purchase the Company at a price of $26 per share, or approximately $2 billion, to be paid with cash on hand.

This transaction is subject to customary closing conditions, including approval by the Company’s stockholders and required regulatory approvals. The transaction, which has been approved by the Visa and the Company’s boards of directors, does not require a Visa stockholder vote and is expected to close in our third quarter of 2010.

CRITICAL ACCOUNTING POLICIES

Our financial statements are based on the selection and application of significant accounting policies, which require management to make significant estimates and assumptions. We believe that the following are the more critical judgment areas in the application of our accounting policies that currently affect our financial condition and results of operations. A full discussion of the following accounting policies is included in our 2009 Annual Report on Form 10-K filed with the Securities and Exchange Commission and we refer you to that discussion. There were no material changes in the application of critical accounting policies during the three months ended March 31, 2010.

 

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Revenue Recognition

 

   

Accounts Receivable

 

   

Reserve for Merchant Losses

 

   

Legal Contingencies

 

   

Accounting for Income Taxes

 

   

Stock-based Compensation

 

   

Long-Lived Assets

RESULTS OF OPERATIONS

The following table sets forth certain items in our condensed consolidated statements of operations expressed as a percentage of revenue for the periods indicated:

 

     Three Months Ended
March 31,
 
     2010     2009  

Revenues

   100.0   100.0

Cost of revenues

   48.0      46.3   
            

Gross profit

   52.0      53.7   

Operating expenses:

    

Product development

   10.1      10.7   

Sales and marketing

   23.9      29.0   

General and administrative

   10.0      11.5   
            

Total operating expenses

   44.0      51.2   
            

Income from operations

   8.0      2.5   

Interest and other income (loss), net

   0.1      0.2   
            

Income before income taxes

   8.1      2.7   

Income tax provision

   3.1      1.0   
            

Net income

   5.0   1.7
            

THREE MONTHS ENDED MARCH 31, 2010 AND 2009

Revenues. Revenues were $76.6 million for the three months ended March 31, 2010, as compared to $60.5 million for the three months ended March 31, 2009, an increase of approximately $16.1 million or 27%. The increase in revenues was primarily from new customers as well as an increase in total transactions processed. Revenues from new customers that entered into contracts during the twelve months ended March 31, 2010 represented approximately 15% of total revenues for the three months ended March 31, 2010; while revenues from existing customers represented approximately 85% of total revenues for the three months ended March 31, 2010. Revenues from new customers that entered into contracts during the twelve months ended March 31, 2009 represented approximately 16% of total revenues for the three months ended March 31, 2009; while revenues from existing customers represented approximately 84% of total revenues for the three months ended March 31, 2009. We added approximately 31,700 gross and 9,700 net new customers during the three months ended March 31, 2010, as compared to approximately 31,500 gross and 9,000 net new customers during the three months ended March 31, 2009.

We processed approximately 738 million transactions during the three months ended March 31, 2010, as compared to approximately 553 million transactions processed during the three months ended March 31, 2009, an increase of approximately 34%. The dollar value of all credit card authorization requests we processed in the three months ended March 31, 2010 was approximately $38.7 billion, as compared to approximately $27.7 billion for the three months ended March 31, 2009, an increase of approximately 40%.

 

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Global acquiring revenues were approximately $25.3 million, or 33% of total revenues for the three months ended March 31, 2010, as compared to approximately $19.0 million, or 31% of total revenues for the three months ended March 31, 2009. Our global acquiring revenue may also include fees generated for gateway services as it is becoming more common to charge the customer a bundled price for global acquiring and gateway services. We had approximately 7,400 global acquiring customers as of March 31, 2010 as we added approximately 1,200 new acquiring customers during the three months ended March 31, 2010. We had approximately 5,500 global acquiring customers as of March 31, 2009 as we added approximately 1,100 new acquiring customers during the three months ended March 31, 2009. The dollar value of all credit card authorization requests we processed as the merchant acquirer in the three months ended March 31, 2010 was approximately $1.1 billion, as compared to approximately $680 million for the three months ended March 31, 2009, an increase of approximately 59%.

Revenues from our European operations were $6.2 million and $3.8 million during the three months ended March 31, 2010 and 2009, respectively, and accounted for approximately 8% and 6% of our revenues for the three months ended March 31, 2010 and 2009, respectively. Revenues from our European operations consist primarily of commerce transaction fees as we currently are unable to offer acquiring services in Europe. Transactions processed by our European operations were approximately 210 million transactions, or 28% of total transactions processed, for the three months ended March 31, 2010 as compared to approximately 137 million transactions, or 25% of total transactions processed, for the three months ended March 31, 2009, an increase of approximately 53%.

Cost of Revenues. Cost of revenues consist primarily of costs incurred in the delivery of commerce transaction services, including personnel costs in our operations and customer support functions, processing and interchange fees paid relating to our global acquiring services, other third-party fees, depreciation of capital equipment used in our network infrastructure and costs related to the hosting of our servers at third-party hosting centers in the United States and the United Kingdom. Cost of revenues was $36.7 million or 48% of revenues for the three months ended March 31, 2010, as compared to $28.0 million or 46% of revenues for the three months ended March 31, 2009. The increase is primarily due to an increase in fees paid relating to our global acquiring services of approximately $5.5 million, an increase in headcount and related compensation expense of approximately $0.8 million, an increase in depreciation expense of approximately $0.7 million, and an increase in other third-party fees of approximately $0.6 million.

Product Development. Product development expenses consist primarily of compensation and related costs of employees engaged in the research, design and development of new services, and to a lesser extent, facility costs and related overhead. Product development expenses were $7.7 million for the three months ended March 31, 2010, as compared to $6.5 million for the three months ended March 31, 2009, an increase of approximately $1.3 million or 20%. The increase is primarily due to an increase in headcount and related compensation expense of approximately $0.7 million, an increase in depreciation expense of approximately $0.2 million and an increase in software maintenance fees of approximately $0.2 million. As a percentage of revenues, product development expenses were 10.1% for the three months ended March 31, 2010, as compared to 10.7% for the three months ended March 31, 2009. The slight decrease is primarily due to the increase in revenues, offset to a certain extent, by the increase in headcount to support existing and new development projects during the three months ended March 31, 2010. We expect product development expenses in the three months ended June 30, 2010 to moderately increase in absolute dollars and as a percentage of revenues, as compared to the three months ended March 31, 2010 as we continue to increase headcount to support existing and additional development projects.

Sales and Marketing. Sales and marketing expenses consist primarily of compensation of sales and marketing personnel, commissions paid to outside sales agents, market research and advertising costs, and, to a lesser extent, facility costs and related overhead. Sales and marketing expenses were $18.4 million for the three months ended March 31, 2010, as compared to $17.6 million for the three months ended March 31, 2009, an increase of approximately $0.8 million or 5%. The increase is primarily due to an increase in commissions paid to outside sales agents of approximately $0.6 million and an increase in headcount and related compensation expense of approximately $0.8 million, offset by a decrease of approximately $0.9 million in intangible asset amortization expense related to the Authorize.Net trade name, partner contracts and related relationships as well as merchant contracts and related relationships. As a percentage of revenues, sales and marketing expenses decreased to 23.9% for the three months ended March 31, 2010, as compared to the 29.0% for the three months ended March 31, 2009. The decrease is primarily due to the increase in revenues for the three months ended March 31, 2010, offset to a certain extent, by an increase in commissions paid to outside sales agents and headcount and related compensation expense. We expect sales and marketing expenses in the three months ended June 30, 2010 to moderately increase in absolute dollars as compared to the three months ended March 31, 2010. As a percentage of revenues, we expect sales and marketing expenses in the three months ended June 30, 2010 to be relatively consistent with the three months ended March 31, 2010 due primarily to expected revenue growth.

General and Administrative. General and administrative expenses consist primarily of compensation for executive and administrative personnel, fees for outside professional services and, to a lesser extent, facility costs and related overhead. General and administrative expenses were $7.6 million for the three months ended March 31, 2010, as compared to $7.0 million for the three months ended March 31, 2009, an increase of approximately $0.6 million or 9%. The increase is primarily due to an increase in headcount and related compensation expense of approximately $0.9 million, an increase in bad debt expense of approximately $0.4 million and a legal settlement expense of approximately $0.3 million, offset to a certain extent, by the fact that we recorded restructuring charges of approximately $0.9 million related to our excess office space in Burlington, Massachusetts and American Fork, Utah during the three months ended March 31, 2009. As a percentage of revenues, general and administrative expenses were 10.0% for the three months ended March 31, 2010, as compared to the 11.5% for the three months ended March 31, 2009. The decrease is primarily due to the increase in revenues for the three months ended March 31, 2010, offset to a certain extent, by an increase in headcount and related compensation expense, an increase in bad debt expense and a legal settlement expense. We expect that general and administrative expenses in the three months ended June 30, 2010 to increase in absolute dollars and as a percentage of revenues as compared to the three months ended March 31, 2010 due primarily to expenses to be incurred in relation to the Merger Agreement with Visa announced in April 2010.

 

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Other Income (loss), net. Other income (loss), net consists primarily of joint venture income from CyberSource K.K. and other miscellaneous gains and losses. Other income, net was approximately $73,000 for the three months ended March 31, 2010, as compared to a net loss of approximately $18,000 for the three months ended March 31, 2009. Other income, net for the three months ended March 31, 2010 consisted of approximately $0.1 million of joint venture income from CyberSource K.K, offset by approximately $33,000 of loss due to foreign currency fluctuations.

Interest Income. Interest income which consists of interest earnings on cash and cash equivalents was approximately $20,000 for the three months ended March 31, 2010 as compared to $0.1 million for the three months ended March 31, 2009. The decrease is due to lower interest rates. We expect interest income in the three months ended June 30, 2010 to be relatively consistent with the three months ended March 31, 2010.

Income Tax Provision. Income tax expense, including discrete items, for the three months ended March 31, 2010 was approximately $2.4 million on pre-tax income of $6.2 million, as compared to $0.6 million on pre-tax income of $1.6 million for the three months ended March 31, 2009. The increase is primarily due to higher pre-tax income for the three months ended March 31, 2010 as compared to the three months ended March 31, 2009. The effective tax rate for the three months ended March 31, 2010 differs from the U.S. federal statutory rate of 35% primarily due to the unfavorable impact of state income taxes offset, in part, by tax credits. The effective tax rate for the first quarter of 2009 differs from the U.S. federal statutory rate of 35% primarily due to the unfavorable impact of stock-based compensation and state income taxes.

Our effective tax rate could fluctuate significantly on a quarterly basis and could be adversely affected to the extent earnings are lower than anticipated in jurisdictions where we have lower statutory rates and higher than anticipated in jurisdictions where we have higher statutory rates, by changes in the valuation of our deferred tax assets or liabilities, or by changes in tax laws, regulations, accounting principles, or interpretations thereof. In addition, we are subject to the examination of our income tax returns by the Internal Revenue Service and other tax authorities.

LIQUIDITY AND CAPITAL RESOURCES

Our cash and cash equivalents were $143.2 million as of March 31, 2010 compared to $128.0 million as of December 31, 2009, an increase of approximately $15.2 million. The increase is primarily due to cash provided by operating activities of approximately $15.3 million, which is net of bonuses paid under the company-wide bonus plan of approximately $4.0 million, and proceeds from the issuance of the Company’s common stock resulting from stock option exercises of approximately $2.6 million, offset by capital expenditures of approximately $2.2 million.

We believe that our cash and cash equivalents, which consist of only money market funds, as of March 31, 2010 will be sufficient to meet our working capital and capital requirements for at least the next twelve months. Our future capital requirements will depend on many factors including the level of investment we make in new businesses, new products or new technologies. We currently have no agreements or understandings with respect to any future investments or acquisitions. To the extent that our existing cash resources and future earnings are insufficient to fund our future activities, we may need to obtain additional equity or debt financing. Additional funds may not be available or, if available, we may not be able to obtain them on favorable terms.

The following is a table summarizing our significant commitments as of March 31, 2010, consisting of future minimum lease payments under all non-cancelable operating leases and purchase obligations (in thousands):

 

Contractual obligations

   Total    Less than 1 year    1 – 3 years    3 – 5 years

Operating leases

   $ 11,821    $ 5,514    $ 6,295    $ 12

Purchase obligations

     1,404      702      702      —  
                           

Total commitments

   $ 13,225    $ 6,216    $ 6,997    $ 12
                           

 

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We have excluded tax contingencies totaling approximately $1.8 million from the table above as there is a high degree of uncertainty regarding the timing of future cash outflows and, as a result, we are not able to make reasonably reliable estimates of the period of cash settlement with the respective taxing authorities.

Off-Balance Sheet Arrangements

As of March 31, 2010, we did not have any off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of SEC Regulation S-K.

Recent Pronouncements

In October 2009, the FASB issued Accounting Standards Update 2010-13, “Revenue Recognition (Topic 605)” (“ASU 2010-13”) which addresses arrangements with multiple-deliverable revenue arrangements under ASC Subtopic 605-25. It provides guidance on whether multiple deliverables exist, how the arrangement should be separated, and the consideration allocated. It (1) requires an entity to allocate revenue in an arrangement using estimated selling price of deliverables if a vendor does not have vendor-specific objective evidence or third-party evidence of selling price and (2) eliminates the use of the residual method and requires an entity to allocate revenue using the relative selling price method. We will apply ASU 2010-13 on a prospective basis for revenue arrangements entered into or materially modified beginning on or after January 1, 2011. Earlier application is permitted. We have not yet determined the effect on our consolidated financial statements, if any, upon the adoption of ASU 2010-13.

Factors That May Affect Future Results

A description of the risk factors associated with our business is included under “Risk Factors” in Item 1A of Part II of this report.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We provide our services to customers primarily in the United States and, to a lesser extent, in Europe and elsewhere throughout the world. As a result, we are exposed to foreign currency risk. The majority of sales are currently made in U.S. dollars or Pounds Sterling. A strengthening of the dollar or the pound sterling could make our products less competitive in foreign markets. We also have non-functional currency cash balances that are exposed to foreign currency risk. Currently, we do not have any arrangements to hedge against the effects of currency fluctuations. For the three months ended March 31, 2010, we incurred approximately $33,000 of loss due to foreign currency fluctuations.

Our interest income is sensitive to changes in the general level of U.S. interest rates. All of our cash equivalents are presented at fair value on our consolidated balance sheets. We generally invest our excess cash in money market funds. Due to the nature of our cash equivalents, which are money market funds, we have concluded that there is no material market risk exposure.

 

ITEM 4. CONTROLS AND PROCEDURES

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Our disclosure controls and procedures are designed to ensure that information required to be disclosed in our reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms and to ensure that information required to be disclosed is accumulated and communicated to management, including our principal executive and principal financial officers, to allow timely decisions regarding required disclosure. Based on the evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, our CEO and CFO concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

Our management, including the CEO and the CFO, does not expect that our disclosure controls or our internal controls over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. We confirm that our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives and that our CEO and CFO have concluded that our disclosure controls and procedures are effective at that reasonable assurance level.

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fiscal quarter ending March 31, 2010 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

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PART II. OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

For legal proceedings, see Note 7 – Legal Matters in the Notes to the Condensed Consolidated Financial Statements appearing in Item 1, Part I to this Quarterly Report, which is incorporated by reference into this Item 1, Part II.

 

ITEM 1A. RISK FACTORS

Set forth below are risks and uncertainties that could cause actual results to differ materially from the results contemplated by the forward-looking statements contained in this report. There have been no material changes to the Risk Factors in our Annual Report on Form 10-K for the fiscal year ended December 31, 2009, with the exception of certain risk factors related to the announcement and pendency of the Merger Agreement. In addition, some risk factors below update the relevant date cited although the risk remains materially unchanged. As a matter of practice, however, we choose to fully restate the Risk Factors in our Quarterly Reports on Form 10-Q. The occurrence of any of the developments or risks identified below may make the occurrence of one or more of the other risk factors below more likely to occur.

Risks Related to Our Business

Potential system failures and lack of capacity issues could negatively affect demand for our services.

Our ability to deliver services to our merchants depends on the uninterrupted operation of our commerce transaction processing systems. Our systems and operations are vulnerable to damage or interruption from:

 

   

“denial of service” attacks;

 

   

computer viruses;

 

   

war, earthquake, fire, flood and other manmade or natural disasters; and

 

   

power loss, telecommunications or data network failure, operator negligence, improper operation by employees, physical and electronic break-ins and similar events.

Despite the fact that we have implemented redundant servers in third-party hosting centers located in San Jose, California; Seattle, Washington; Denver, Colorado; London, England; and Tokyo, Japan, we may still experience service interruptions for the reasons listed above and a variety of other reasons. If our redundant servers are not available, we may not have sufficient business interruption insurance to compensate us for resulting losses. We have experienced periodic interruptions and performance issues, affecting all or a portion of our systems, which we believe will continue to occur from time to time. For example, on July 3, 2009, our small business services were unavailable for approximately eleven hours due to a fire and subsequent loss of power at our third-party hosting center in Seattle, Washington. Any interruption in our systems that impairs our ability to efficiently and timely provide services could damage our reputation and reduce demand for our services.

In addition, our success also depends on our ability to grow, or scale, our commerce transaction systems to accommodate increases in the volume of traffic on our systems, especially during peak periods of demand. We may not be able to anticipate increases in the use of our systems or successfully expand the capacity of our network infrastructure. Our inability to expand our systems to handle increased traffic could result in system disruptions, slower response times and other difficulties in providing services to our merchant customers, which could materially harm our business.

A breach of our eCommerce security measures could reduce demand for our services.

A requirement of the continued growth of eCommerce is the secure transmission of confidential information over public networks. We rely on public key cryptography, an encryption method that utilizes two keys, a public and a private key, for encoding and decoding data, and digital certificate technology, or identity verification, to provide the security and authentication necessary for secure transmission of confidential information. A party who is able to circumvent security measures could misappropriate proprietary information or interrupt our operations. Any compromise or elimination of security could reduce demand for our services.

We may be required to expend significant capital and other resources to protect against security breaches and to address any problems they may cause. Concerns over the security of the Internet and other online transactions and the privacy of users may also inhibit the growth of the Internet and other online services generally, and the Web in particular, especially as a means of conducting commercial transactions. Because our activities involve the storage and transmission of proprietary information, such as credit card numbers, security breaches could damage our reputation and expose us to a risk of loss, fines, or litigation and other liabilities. Our security measures may not prevent security breaches, and failure to prevent security breaches may disrupt our operations.

 

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We could incur chargeback or merchant fraud losses that would adversely affect our earnings.

We have potential liability for certain transactions processed through our global acquiring services if the payments associated with such transactions are rejected, refused, or returned for reasons such as consumer fraud or billing disputes. For instance, if a billing dispute between a merchant and payer is not ultimately resolved in favor of the merchant, the disputed transaction may be charged back to the merchant’s bank and credited to the payer’s account. If the charged back amount cannot be recovered from the merchant’s account, or if the merchant refuses or is financially unable to reimburse its bank for the charged back amount, we may bear the loss for the amount of the refund paid to the payer’s bank. We could also incur fraud losses as a result of merchant fraud. Merchant fraud occurs when a merchant, rather than a customer, intentionally uses a stolen or counterfeit card, card number, or other bank account number to process a false sales transaction, or knowingly fails to deliver merchandise or services in an otherwise valid transaction. We may be responsible for any losses for certain transactions if we are unable to collect from the merchant.

We have established systems and procedures designed to detect and reduce the impact of consumer fraud and merchant fraud, but we cannot assure you that these measures are or will be effective. To date, we have not incurred any significant losses relating to chargebacks resulting from consumer fraud or merchant fraud. During the three months ended March 31, 2010, our global acquiring revenue represented approximately 33.0% of our total revenue. Our global acquiring revenue may also include fees generated for gateway services as it is becoming more common to charge the customer a bundled price for transaction services provided. To the extent our global acquiring revenue grows, our potential liability for such chargebacks or merchant fraud increases.

Our revenue and customer relationships could be impacted if we were to lose bank sponsorship.

The credit card associations require a bank sponsor that ultimately assumes chargeback or merchant fraud losses if we were financially unable to assume such losses. We regularly evaluate bank sponsorship and other relationships with financial institutions. Harris Bank, N.A. currently is our bank sponsor in the United States. Our agreement with Harris Bank renews automatically in March of each year and requires at least 180 days written notice prior to the expiration of any annual term if either party wishes to exercise its right not to renew the agreement. As of the date of this report, we have not received any notice of non-renewal from Harris Bank, N.A. Accordingly, this agreement was renewed automatically in March 2010 and will remain in effect through March 2011, unless: (1) the parties mutually agree to terminate the agreement prior to any such expiration; (2) either party exercises its right to terminate the agreement prior to any such expiration based on a material breach by the other party as set forth in the agreement; or, (3) Harris Bank decides to terminate the agreement as a result of us being acquired by an unaffiliated third party or Harris Bank decides to terminate the agreement as a result of us transferring or assigning more than twenty percent (20%) of the merchants agreements operating under our relationship with Harris Bank. Outside the United States, we recently signed an agreement with a member bank in Europe to enable our acquiring offerings in certain countries in Europe. If a bank sponsor were to terminate our agreement, and we are not able to obtain another bank sponsor in a timely manner, we would be unable to provide global acquiring services, either whole or in part, which could impact our future revenue and customer relationships.

We may not be able to adequately protect our proprietary technology and may be infringing upon third-party intellectual property rights.

Our success depends upon our proprietary technology. We rely on a combination of patent, copyright, trademark and trade secret rights, confidentiality procedures and licensing arrangements to establish and protect our proprietary rights.

As part of our confidentiality procedures, we enter into non-disclosure agreements with our employees, contractors, vendors and potential customers and alliances. Despite these precautions, third parties could copy or otherwise obtain and use our technology without authorization, or develop similar technology independently. Effective protection of intellectual property rights may be unavailable or limited in foreign countries. We cannot assure you that the protection of our proprietary rights will be adequate or that our competitors will not independently develop similar technology, duplicate our products and services or design around any patents or other intellectual property rights we hold.

We also cannot assure you that third parties will not claim that the technology employed in providing our current or future products and services infringe upon their rights. We have not conducted any search to determine whether any of our products and services or technologies may be infringing upon patent rights of third parties. As the number of products and services in our market increases and functionalities increasingly overlap, companies such as ours may become increasingly subject to infringement claims. In addition, these claims also might require us to enter into royalty or license agreements. Any infringement claims, with or without merit, could absorb significant management time and lead to costly litigation. If required to do so, we may not be able to obtain royalty or license agreements, or obtain them on terms acceptable to us.

 

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If we are not able to fully utilize relationships with our sales alliances, we may experience lower revenue growth and higher operating costs.

Our future growth will depend in part on the success of our relationships with existing and future sales alliances that market our products and services to their merchant accounts. If these relationships are not successful or do not develop as quickly as we anticipate, our revenue growth may be adversely affected. For example, most of the new customer signups for our Authorize.Net solution come from resellers. To some degree, we compete with these resellers and conflicts may arise between the reseller and our direct sales force. While we believe we have been able to minimize any such conflict, we cannot assure you that conflicts will not increase. Accordingly, we may have to increase our sales and marketing expenses in an attempt to secure additional merchant accounts.

If we unexpectedly lose key management personnel, we may not be able to successfully manage our business and achieve our objectives.

Our success will depend in part upon our ability to retain key management personnel and other key members of management because of their experience and knowledge regarding the development, opportunities, and challenges of our business. Disruptions in our senior management team may result in increased attrition of our personnel as new reporting relationships are established and if other companies target our executives. We do not maintain any key-man insurance covering the death or disability of any of our executive officers. While we have an employment contract with Michael A. Walsh, our President and Chief Executive Officer, none of our current key employees are subject to legal obligations that enable us to retain them for a specific period of time. Competition for qualified personnel can be intense. We may not be successful in attracting and retaining key employees in the future. Loss of key personnel could have a material adverse effect on our business and results of operations.

Failure to manage future growth effectively may have a material adverse effect on our financial condition and results of operations.

In the event that we experience rapid growth in our operations, a significant strain may be placed upon management, administrative, operational and financial infrastructure. Our success will depend in part upon the ability of our executive officers to manage growth effectively. Our ability to grow also depends upon our ability to successfully hire, train, supervise, and manage new employees, obtain financing for our capital needs, expand our systems effectively, allocate our human resources optimally, maintain clear lines of communication between our transactional and management functions and our finance and accounting functions, and manage the pressures on our management and administrative, operational and financial infrastructure. There can be no assurance that we will be able to accurately anticipate and respond to the changing demands we will face as we continue to expand our operations, and we may not be able to manage growth effectively or to achieve growth at all. Any failure to manage the future growth effectively could have a material adverse effect on our business, financial condition and results of operations.

Charges to earnings resulting from the application of the purchase method of accounting might adversely affect the market value of our common stock.

In accordance with United States generally accepted accounting principles (“GAAP”), the Authorize.Net merger which closed on November 1, 2007 was accounted for using the purchase method of accounting, which will result in charges to earnings that could have an adverse impact on the market value of our common stock. Under the purchase method of accounting, the total estimated purchase price was allocated to Authorize.Net’s net tangible assets, identifiable intangible assets or expense for research and development based on their fair values as of November 1, 2007. The excess of the purchase price over those fair values was recorded as goodwill. We currently estimate that we will incur approximately $21.8 million of incremental annual amortization expense relating to the Authorize.Net merger during the year ending December 31, 2010. To the extent the value of goodwill or identifiable intangible assets or other long-lived assets may become impaired, we will be required to incur material charges relating to the impairment. These amortization and potential impairment charges could have a material impact on our results of operations.

We may pursue strategic acquisitions and our business could be materially and adversely affected if we fail to adequately integrate acquired businesses.

As part of our future business strategy, we may pursue strategic acquisitions of complementary businesses or technologies that would provide additional product or service offerings, additional industry expertise, a broader client base or an expanded geographic presence. For example, on November 1, 2007, we completed the acquisition of Authorize.Net. If we do not successfully integrate a strategic acquisition, or if the benefits of the transaction do not meet the expectations of financial or industry analysts, the market price of our common stock may decline. Any future acquisition could result in the use of significant amounts of cash, dilutive issuances of equity securities, or the incurrence of debt or amortization expenses related to goodwill and other intangible assets, any of which could materially adversely affect our business, operating results and financial condition.

 

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In addition, acquisitions involve numerous risks, including:

 

   

difficulties in assimilating the operations, technologies, products and personnel of an acquired company;

 

   

risks of entering markets in which we have either no or limited prior experiences;

 

   

the diversion of management’s attention from other business concerns; and

 

   

the potential loss of key employees of an acquired company.

Our international business is subject to additional foreign risks that could harm our business, results, and financial condition.

Products and services provided to merchants outside the United States accounted for 8.1% and 6.3% of our revenues in the three months ended March 31, 2010 and 2009, respectively. In March 2000, we entered into a joint venture agreement with Japanese partners Marubeni Corporation and Trans-Cosmos, Inc. and established CyberSource K.K. to provide commerce transaction services to the Japanese market. Conducting business outside of the United States is subject to additional risks that may affect our ability to sell our products and services and result in reduced revenues, including:

 

   

changes in regulatory requirements;

 

   

reduced protection of intellectual property rights;

 

   

the burden of complying with a variety of foreign laws; and

 

   

war, political or economic instability or constraints on international trade.

In addition, some software contains encryption technology that renders it subject to export restrictions and we may become liable to the extent we violate these restrictions. We might not successfully market, sell or distribute our products and services in local markets and we cannot be certain that one or more of these factors will not materially adversely affect our future international operations, and consequently, our business, financial condition and operating results.

Also, sales of our products and services conducted through our subsidiary in the United Kingdom are primarily denominated in Pounds Sterling. We may experience fluctuations in revenues or operating expenses due to fluctuations in the value of the Pounds Sterling relative to the U.S. Dollar. We do not currently enter into transactions with the specific purpose to hedge against currency exchange fluctuations.

Risks Related To Our Industry

The intense competition in our industry could reduce or eliminate the demand for our products and services.

The market for our products and services is intensely competitive and subject to rapid technological change. We expect competition to intensify in the future. We face competition from merchant acquirers, independent sales organizations, and payment processors such as Chase Paymentech, First Data Corporation, and Royal Bank of Scotland. We also face competition from transaction service providers such as PayPal and Retail Decisions as well as eCommerce providers such as Bertelsmann Financial Services, Digital River, and GSI Commerce Inc. Further, other companies, including financial services and credit card companies may enter the market and provide competing services.

Many of our competitors have longer operating histories, substantially greater financial, technical, marketing or other resources, or greater name recognition than we do. Our competitors may be able to respond more quickly than we can to new or emerging technologies and changes in customer requirements. Competition could seriously impede our ability to sell additional products and services on terms favorable to us. Our current and potential competitors may develop and market new technologies that render our existing or future products and services obsolete, unmarketable or less competitive. Our current and potential competitors may make strategic acquisitions or establish cooperative relationships among themselves or with other solution providers, thereby increasing their ability to address the needs of our existing or prospective customers. Our current and potential competitors may establish or strengthen cooperative relationships with our current or future channel partners, thereby limiting our ability to sell products and services through these channels. We expect that competitive pressures may result in the reduction of our prices or our market share or both, which could materially and adversely affect our business, results of operations or financial condition.

 

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Our market is subject to rapid technological change and to compete we must continually enhance our systems to comply with evolving standards.

To remain competitive, we must continue to enhance and improve the responsiveness, functionality and features of our products and services and the underlying network infrastructure. The Internet and the eCommerce industries are characterized by rapid technological change, changes in user requirements and preferences, frequent new product and service introductions embodying new technologies, and the emergence of new industry standards and practices that could render our technology and systems obsolete. Our success will depend, in part, on our ability to both internally develop and license leading technologies to enhance our existing products and services and develop new products and services. We must continue to address the increasingly sophisticated and varied needs of our merchants, and respond to technological advances and emerging industry standards and practices on a cost-effective and timely basis. The development of proprietary technology involves significant technical and business risks. We may fail to develop new technologies effectively or to adapt our proprietary technology and systems to merchant requirements or emerging industry standards. If we are unable to adapt to changing market conditions, merchant requirements or emerging industry standards, we may be forced to compete in different ways or expend significant resources in order to remain competitive.

The demand for our products and services could be negatively affected by a reduced growth of eCommerce or delays in the development of the internet infrastructure.

We depend on the growing use and acceptance of the Internet as an effective medium of commerce by merchants and customers in the United States and internationally. The sale of goods and services over the Internet has gained acceptance more slowly outside of the United States. We cannot be certain that acceptance and use of the Internet will continue to develop or that a sufficiently broad base of merchants and consumers will adopt, and continue to use, the Internet as a medium of commerce.

The increase in the significance of the Internet as a commercial marketplace may occur more slowly than anticipated for a number of reasons, including potentially inadequate development of the necessary network infrastructure or delayed development of enabling technologies and performance improvements. If the number of Internet users, or the use of Internet resources by existing users, continues to grow, it may overwhelm the existing Internet infrastructure. Delays in the development or adoption of new standards and protocols required to handle increased levels of Internet activity could also have a detrimental effect. These factors could result in slower response times or adversely affect usage of the Internet, resulting in lower numbers of commerce transactions and lower demand for our products and services.

Global economics, political and other conditions may adversely affect trends in consumer spending, which may adversely impact our revenue and profitability

The global electronic payments industry depends heavily upon the overall level of consumer, business and government spending. The industry also relies in part on the number and size of consumer transactions. A sustained deterioration in the general economic conditions in the United States or globally may adversely affect our financial performance by reducing the number of as well as the average purchase amount of transactions involving payment cards. A reduction in the amount of consumer spending could result in a decrease of our revenue and profits.

We may become subject to government regulation and legal uncertainties that would adversely affect our operations and financial results.

We are not currently subject to direct regulation by any domestic or foreign governmental agency, other than regulations applicable to businesses generally, export control laws and laws or regulations directly applicable to eCommerce. However, due to the increasing usage of the Internet, it is possible that a number of laws and regulations may be applicable or may be adopted in the future with respect to conducting business over the Internet covering issues such as:

 

   

taxes;

 

   

user privacy;

 

   

pricing;

 

   

content;

 

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right to access personal data;

 

   

copyrights;

 

   

distribution; and

 

   

characteristics and quality of products and services.

For example, we believe that our fraud screen service may require us to comply with the Fair Credit Reporting Act (the “Act”). As a precaution, we have implemented processes that we believe will enable us to comply with the Act if we were deemed a consumer reporting agency. Complying with the Act requires us to provide information about personal data stored by us. Failure to comply with the Act could result in claims being made against us by individual consumers and the Federal Trade Commission.

Furthermore, the growth and development of the market for eCommerce may prompt more stringent consumer protection laws that may impose additional burdens on those companies conducting business online. The adoption of additional laws or regulations may decrease the growth of the Internet or other online services, which could, in turn, decrease the demand for our products and services and increase our cost of doing business.

The applicability of existing laws governing issues such as property ownership, copyrights, encryption and other intellectual property issues, taxation, libel, export or import matters and personal privacy to the Internet is uncertain. The vast majority of laws were adopted prior to the broad commercial use of the Internet and related technologies. As a result, they do not contemplate or address the unique issues of the Internet and related technologies. Changes to these laws intended to address these issues, including some recently proposed changes in the United States regarding taxation and encryption and in the European Union regarding contract formation and privacy, could create uncertainty in the Internet marketplace and impose additional costs and other burdens. These uncertainties, costs and burdens could reduce demand for our products and services or increase the cost of doing business due to increased litigation costs or increased service delivery costs.

Risks Related to Ownership of Our Common Stock

Potential fluctuations of our quarterly results could cause our stock price to fluctuate or decline.

We expect that our quarterly operating results will fluctuate significantly in the future based upon a number of factors, many of which are not within our control. We base our operating expenses on anticipated market growth and our operating expenses are relatively fixed in the short term. As a result, if our revenues are lower than we expect, our quarterly operating results may not meet the expectations of public market analysts or investors, which could cause the market price of our common stock to decline. Our quarterly results may fluctuate in the future as a result of many factors, including the following:

 

   

changes in the size and number of transactions processed on behalf of customers as a result of seasonality, success of each customer’s business, general economic conditions or regulatory requirements restricting our customers;

 

   

our ability to attract new customers and to retain our existing customers;

 

   

customer acceptance of new products and services we may offer, including our global acquiring business;

 

   

customer confidence in the safety and security of transactions using our services;

 

   

customer acceptance of our pricing model;

 

   

customer acceptance of our software and our professional services offerings;

 

   

the success of our sales and marketing programs;

 

   

an interruption with one or more of our processors, other financial institutions and technology service providers;

 

   

seasonality of the retail sector;

 

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changes in accounting rules and regulations;

 

   

changes in federal, state, and local income tax laws;

 

   

war or other international conflicts;

 

   

weakness in the general United States and global economies and financial markets; and

 

   

the lack of available capital for our customers and potential future customers.

Other factors that may affect our quarterly results are set forth elsewhere in this section. As a result of these factors, our revenues are not predictable with any significant degree of certainty. Due to the uncertainty surrounding our revenues and expenses, we believe that quarter-to-quarter comparisons of our historical operating results may not be indicative of our future performance.

The trading price of our common stock has fluctuated and may continue to fluctuate due to factors outside our control.

The market price for our common stock has been volatile and likely will continue to be volatile in response to various factors, some of which are outside our control, including the following:

 

   

the announcement of new products, services or enhancements by our competitors;

 

   

quarterly variations in our competitors’ results of operations;

 

   

changes in earnings estimates or recommendations by securities analysts;

 

   

developments in our industry; and

 

   

short sales, hedging, and other derivative transactions on shares of common stock.

In addition, the stock market in general, and market for technology companies in particular, have experienced substantial price and volume fluctuations potentially unrelated or disproportionate to the operating performance of those companies. These broad market and industry factors, as well as general economic, political and financial market conditions may materially and adversely affect the market price of our common stock.

The anti-takeover provisions in our certificate of incorporation, including the issuance of authorized preferred stock, could adversely affect the rights of the holders of our common stock.

Anti-takeover provisions of Delaware law and our Certificate of Incorporation may make a change in control more difficult to finalize, even if a change in control would be beneficial to the stockholders. These provisions may allow our Board of Directors to prevent changes in our management and controlling interests. Under Delaware law, our Board of Directors may adopt additional anti-takeover measures in the future. One anti-takeover provision that we have is the ability of our Board of Directors to determine the terms of preferred stock and issue preferred stock without the approval of the holders of the common stock. Our Certificate of Incorporation allows the issuance of up to 5,610,969 shares of preferred stock. As of March 31, 2010, there are no shares of preferred stock outstanding. However, because the rights and preferences of any series of preferred stock may be set by our Board of Directors in its sole discretion without approval of the holders of the common stock, the rights and preferences of this preferred stock may be superior to those of the common stock. Accordingly, the rights of the holders of common stock may be adversely affected.

 

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If Visa’s acquisition of us does not close, the price of our common stock and our business may be adversely affected.

On April 21, 2010, we and Visa announced entry into a definitive agreement for Visa to acquire all of our outstanding common stock for $26 per share. On April 22, 2010, the trading volume of our common stock exceeded 80 million and the price of our stock rose to nearly $26 per share. If the Merger does not close, the price of our common stock may drop significantly. Furthermore, under circumstances defined in the Merger Agreement, we may be required to pay a termination fee to Visa of up to approximately $65 million. Finally, if the Merger does not close, there may be an adverse impact to our business, ability to retain employees, ability to acquire new customers, and ability to retain existing customers. There can be no assurance that our business, these relationships or our financial condition will not be adversely affected, as compared to the condition prior to the announcement of the Merger, if the Merger is not consummated.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

 

ITEM 5. OTHER INFORMATION

None

 

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ITEM 6. EXHIBITS

 

(a) Exhibits

 

Exhibit
Number

 

Description

      2.1(1)   Agreement and Plan of Reorganization, dated June 17, 2007, by and among CyberSource Corporation, Authorize.Net Holdings, Inc., Congress Acquisition-Sub, Inc. and Congress Acquisition Sub 1, LLC
      3.1(2)   Second Amended and Restated Certificate of Incorporation of CyberSource Corporation
      3.2(3)   CyberSource Corporation’s Bylaws, as amended
    10.1(4)   2010 Senior Management Bonus Plan
31.1   Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2   Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1  

Certification pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2  

Certification pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

(1) Incorporated by reference to the same numbered exhibit previously filed with the Company’s Current Report on Form 8-K filed on June 19, 2007.
(2) Incorporated by reference to the same numbered exhibit previously filed with the Company’s Annual Report on Form 10-K filed on March 11, 2008.
(3) Incorporated by reference to the same numbered exhibit previously filed with the Company’s Quarterly Report on Form 10-Q filed on May 8, 2009.
(4) Incorporated by reference to the same numbered exhibit previously filed with the Company’s Current Report on Form 8-K filed on March 9, 2010.

 

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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 thereunto duly authorized.

 

    CYBERSOURCE CORPORATION
     

(Registrant)

Date: May 7, 2010     By:  

/s/    STEVEN D. PELLIZZER        

      Steven D. Pellizzer
      Senior Vice President of Finance and Chief Financial Officer
      (Authorized Officer and Principal Financial Officer)

 

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