e10vq
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 10-Q
 
 
     
(Mark One)    
þ
  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
    FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2008
OR
o
  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 0-26123
 
ONLINE RESOURCES CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
 
     
Delaware
(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION)
  52-1623052
(I.R.S. EMPLOYER
IDENTIFICATION NO.)
     
4795 Meadow Wood Lane
Chantilly, Virginia
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
  20151
(ZIP CODE)
 
(703) 653-3100
(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)
 
 
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act).  Yes o     No þ
 
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 þ     No o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer o Accelerated filer þ Non-accelerated filer o Smaller reporting company o
(Do not check if a smaller reporting company)
 
As of August 1, 2008 there were 29,194,684 shares of the issuer’s common stock outstanding.
 


 

 
ONLINE RESOURCES CORPORATION
 
FORM 10-Q
 
TABLE OF CONTENTS
 
                 
        Page
 
 
PART I FINANCIAL INFORMATION
 
Item 1:
    Condensed Consolidated Financial Statements        
        Condensed Consolidated Balance Sheets (unaudited) as of June 30, 2008 and December 31, 2007     3  
        Condensed Consolidated Statements of Operations (unaudited) — Three and six months ended June 30, 2008 and 2007     4  
        Condensed Consolidated Statements of Cash Flows (unaudited) — Six months ended June 30, 2008 and 2007     5  
        Notes to Condensed Consolidated Financial Statements (unaudited)     6  
 
Item 2:
    Management’s Discussion and Analysis of Financial Condition and Results of Operations     18  
 
Item 3:
    Quantitative and Qualitative Disclosures About Market Risk     30  
 
Item 4:
    Controls and Procedures     30  
 
PART II OTHER INFORMATION
 
Item 1:
    Legal Proceedings     32  
 
Item 1A:
    Risk Factors     32  
 
Item 2:
    Unregistered Sales of Equity Securities and Use of Proceeds     32  
 
Item 3:
    Defaults Upon Senior Securities     32  
 
Item 4:
    Submission of Matters to a Vote of Security Holders     33  
 
Item 5:
    Other Information     33  
 
Item 6:
    Exhibits     33  


2


 

 
PART I. FINANCIAL INFORMATION
 
                 ITEM 1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
 
ONLINE RESOURCES CORPORATION
 
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except par values)
 
                 
    June 30,
    December 31,
 
    2008     2007  
    (Unaudited)  
 
ASSETS
Current assets:
               
Cash and cash equivalents
  $ 15,440     $ 13,227  
Consumer deposits receivable
          8,279  
Short-term investments
    3,193       9,135  
Accounts receivable (net of allowance of $140 and $84, respectively)
    14,645       16,546  
Deferred tax asset, current portion
    819       902  
Prepaid expenses and other current assets
    5,173       7,595  
                 
Total current assets
    39,270       55,684  
Property and equipment, net
    29,638       26,852  
Deferred tax asset, less current portion
    33,632       32,914  
Goodwill
    184,410       184,300  
Intangible assets
    31,701       36,924  
Deferred implementation costs, less current portion, and other assets
    5,761       4,043  
                 
Total assets
  $ 324,412     $ 340,717  
                 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
               
Accounts payable
  $ 1,311     $ 2,001  
Consumer deposits payable
          10,555  
Accrued expenses
    4,601       7,513  
Notes payable, senior secured debt, current portion
    13,813       9,562  
Interest payable
    12       72  
Deferred revenues, current portion and other current liabilities
    5,963       8,356  
                 
Total current liabilities
    25,700       38,059  
Notes payable, senior secured debt, less current portion
    68,000       75,438  
Deferred revenues, less current portion and other long-term liabilities
    6,734       6,508  
                 
Total liabilities
    100,434       120,005  
Commitments and contingencies
               
Redeemable convertible preferred stock:
               
Series A-1 convertible preferred stock, $0.01 par value; 75 shares authorized and issued at June 30, 2008 and December 31, 2007 (redeemable on July 3, 2013 at $135,815)
    86,917       82,542  
Stockholders’ equity:
               
Series B junior participating preferred stock, $0.01 par value; 297.5 shares authorized; none issued
           
Common stock, $0.0001 par value; 70,000 shares authorized; 29,443 issued and 29,178 outstanding at June 30, 2008 and 28,895 and 28,819 outstanding at December 31, 2007
    3       3  
Additional paid-in capital
    205,964       198,333  
Accumulated deficit
    (66,499 )     (59,744 )
Treasury stock, 265 shares at June 30, 2008 and 76 shares at December 31, 2007
    (2,345 )     (228 )
Accumulated other comprehensive loss
    (62 )     (194 )
                 
Total stockholders’ equity
    137,061       138,170  
                 
    $ 324,412     $ 340,717  
                 
 
See accompanying notes to condensed consolidated unaudited financial statements.


3


 

ONLINE RESOURCES CORPORATION
 
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
 
                                 
    Three Months Ended June 30,     Six Months Ended June 30,  
    2008     2007     2008     2007  
    (Unaudited)     (Unaudited)  
 
Revenues:
                               
Account presentation services
  $ 1,889     $ 2,203     $ 4,261     $ 4,465  
Payment services
    30,084       23,880       61,962       47,260  
Relationship management services
    2,047       2,061       4,017       4,224  
Professional services and other
    3,133       3,797       6,109       6,841  
                                 
Total revenues
    37,153       31,941       76,349       62,790  
Costs and expenses:
                               
Service costs
    18,347       13,050       36,858       26,472  
Implementation and other costs
    1,107       1,627       2,371       3,290  
                                 
Costs of revenues
    19,454       14,677       39,229       29,762  
Gross profit
    17,699       17,264       37,120       33,028  
General and administrative
    8,601       6,440       18,544       13,526  
Sales and marketing
    6,427       6,090       12,660       11,822  
Systems and development
    2,229       2,123       5,042       4,451  
                                 
Total expenses
    17,257       14,653       36,246       29,799  
                                 
Income from operations
    442       2,611       874       3,229  
Other (expense) income:
                               
Interest income
    110       400       322       737  
Interest expense
    (1,710 )     (1,960 )     (4,029 )     (4,499 )
Other income (expense)
    3             (108 )      
Loss on extinguishment of debt
                      (5,625 )
                                 
Total other (expense) income
    (1,597 )     (1,560 )     (3,815 )     (9,387 )
                                 
(Loss) income before income tax (benefit) provision
    (1,155 )     1,051       (2,941 )     (6,158 )
Income tax (benefit) provision
    (181 )     81       (562 )     291  
                                 
Net (loss) income
    (974 )     970       (2,379 )     (6,449 )
Preferred stock accretion
    2,199       2,128       4,376       4,163  
                                 
Net loss available to common stockholders
  $ (3,173 )   $ (1,158 )   $ (6,755 )   $ (10,612 )
                                 
Net loss available to common stockholders per share:
                               
Basic
  $ (0.11 )   $ (0.04 )   $ (0.23 )   $ (0.41 )
Diluted
  $ (0.11 )   $ (0.04 )   $ (0.23 )   $ (0.41 )
Shares used in calculation of net loss available to common stockholders per share:
                               
Basic
    28,998       26,184       28,913       26,056  
Diluted
    28,998       26,184       28,913       26,056  
 
See accompanying notes to condensed consolidated unaudited financial statements.


4


 

ONLINE RESOURCES CORPORATION
 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
 
                 
    Six Months Ended June 30,  
    2008     2007  
    (Unaudited)  
 
Operating activities
               
Net loss
  $ (2,379 )   $ (6,449 )
Adjustments to reconcile net loss to net cash provided by operating activities:
               
Deferred tax benefit
    (633 )      
Depreciation and amortization
    10,955       9,583  
Equity compensation expense
    2,950       1,199  
Write off and amortization of debt issuance costs
    190       4,111  
Loss on disposal of assets
    33       166  
Provision (benefit) for losses on accounts receivable
    68       (64 )
Loss on investments
    108        
Change in fair value of stock price protection
    1,565        
Change in fair value of theoretical swap derivative
    (500 )     134  
Loss on cash flow hedge derivative security
    184       142  
Changes in operating assets and liabilities, net of acquisitions:
               
Consumer deposit receivable
    8,279        
Consumer deposit payable
    (10,555 )      
Changes in certain other assets and liabilities
    648       (1,834 )
                 
Net cash provided by operating activities
    10,913       6,988  
Investing activities
               
Purchases of property and equipment
    (8,291 )     (6,816 )
Sales of short-term investments
    4,334        
                 
Net cash used in investing activities
    (3,957 )     (6,816 )
Financing activities
               
Net proceeds from issuance of common stock
    693       2,731  
Repurchase of shares issued related to ITS acquisition
    (2,117 )      
Payments for ITS price protection
    (112 )      
Purchase of cash flow derivative
          (121 )
Sale of cash flow derivative
          23  
Debt issuance costs and prepayment penalty on refinancing of senior secured notes
          (3,178 )
Repayment of 2006 notes
          (85,000 )
Proceeds from issuance of 2007 notes
          85,000  
Repayment of 2007 notes
    (3,188 )      
Repayment of capital lease obligations
    (19 )     (20 )
                 
Net cash used in financing activities
    (4,743 )     (565 )
                 
Net increase (decrease) in cash and cash equivalents
    2,213       (393 )
Cash and cash equivalents at beginning of year
    13,227       31,189  
                 
Cash and cash equivalents at end of period
  $ 15,440     $ 30,796  
                 
 
See accompanying notes to condensed consolidated unaudited financial statements.


5


 

ONLINE RESOURCES CORPORATION
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 
1.   DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
 
Online Resources Corporation (the “Company”) provides outsourced financial technology services to financial institution, biller, card issuer and creditor clients. The Company serves billable consumer and business end-users within four business lines in two primary vertical markets. End-users may access and view their accounts online and perform various web-based, self-service functions. They may also make electronic bill payments and funds transfers, utilizing the Company’s unique, real-time debit architecture, ACH and other payment methods. The Company’s value-added relationship management services reinforce a favorable user experience and drive a profitable and competitive Internet channel for its clients. Further, the Company provides professional services, including software solutions, which enable various deployment options, a broad range of customization and other value-added services. The Company currently operates in two business segments — Banking and eCommerce.
 
INTERIM FINANCIAL INFORMATION
 
The accompanying condensed consolidated unaudited financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the Securities and Exchange Commission. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. In the opinion of management, the condensed consolidated unaudited financial statements include all adjustments necessary (which are of a normal and recurring nature) for the fair presentation of the results of the interim periods presented. These condensed consolidated unaudited financial statements should be read in conjunction with the consolidated audited financial statements for the year ended December 31, 2007 included in the Annual Report on Form 10-K filed by the Company with the Securities and Exchange Commission (“SEC”) on April 9, 2008. The results of operations for any interim period are not necessarily indicative of the results of operations for any other interim period or for a full fiscal year. Certain amounts from prior periods have been reclassified to conform to current period presentation.
 
CONSUMER DEPOSITS RECEIVABLE AND PAYABLES
 
In 2007, following the Company’s acquisition of Internet Transaction Solutions, Inc. (“ITS”), the Company’s balance sheet, in relation to its ITS operations, reflected consumer deposit receivables which were comprised of in-transit customer payment transactions that have not yet been received by the Company and consumer deposit payables which were comprised of cash held or in transit, that will be remitted for the benefit of customers for collections made on their behalf. In the first quarter of 2008, the Company changed the manner in which the ITS payment processing operations were structured to be consistent with how the Company operates bill payment funds apart from its ITS operations. As a result of the change in legal ownership structure, the Company only has fiduciary responsibility over the bill payment funds associated with its ITS operations. Therefore, the Company no longer has rights and obligations associated with ITS bill payment funds and as such no longer reports consumer deposit receivables, payables and related cash as part of its condensed consolidated balance sheet at June 30, 2008.
 
NEW ACCOUNTING STANDARDS
 
In December 2007, the Financial Accounting Standards Board (“FASB”) issued the Statement of Financial Accounting Standards (“SFAS”) No. 141R, Business Combinations, (“SFAS 141R”), which replaces SFAS 141. SFAS 141R will significantly change the way the Company accounts for business combinations. The more significant changes under SFAS 141R included the treatment of contingent consideration, preacquisition contingencies, transaction costs, in-process research and development and restructuring costs. The standard also requires more assets acquired and liabilities assumed to be measured at fair value as of the acquisition date and contingent liabilities assumed to be measured at fair value in each subsequent reporting period. In addition, under SFAS 141(R), changes in deferred tax asset valuation allowances and acquired income tax uncertainties in a business combination


6


 

 
ONLINE RESOURCES CORPORATION
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
after the measurement period will affect the income tax provision. This pronouncement is effective for financial statements issued subsequent to December 15, 2008. Early adoption is not permissible; therefore the Company will apply this standard to acquisitions made after January 1, 2009. The provisions of the standard related to changes in deferred tax assets valuation allowances and income tax uncertainties will be applied to acquisitions entered into prior to the adoption of this standard.
 
In December 2007, the FASB issued SFAS No. 160, Non-controlling Interests in Consolidated Financial Statements, (“SFAS 160”), which amends Accounting Research Bulletin No. 51. SFAS 160 establishes accounting and reporting standards that require 1) non-controlling interests held by non-parent parties to be clearly identified and presented in the consolidated statement of financial position within equity, separate from the parent’s equity and 2) the amount of consolidated net income attributable to the parent and to the non-controlling interest to be clearly presented on the face of the consolidated statement of income. SFAS 160 also requires consistent reporting of any changes to the parent’s ownership while retaining a controlling financial interest, as well as specific guidelines over how to treat the deconsolidation of controlling interests and any applicable gains or losses. This standard is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008 and earlier adoption is prohibited. The standard currently does not affect the Company’s consolidated financial statements; however the Company will adopt this standard beginning January 1, 2009.
 
On January 1, 2008, the Company adopted SFAS No. 157, Fair Value Measurements (“SFAS No. 157”), for financial assets and liabilities. The standard defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In addition, the standard specifies that the fair value should be the exit price, or price received to sell the asset or liability as opposed to the entry price, or price paid to acquire an asset or assume a liability. In February 2008, the FASB issued FASB Staff Position (“FSP”) 157-2 which delays the effective date of SFAS No. 157 for all nonfinancial assets and liabilities, except for those that are disclosed in the condensed consolidated financial statements on a recurring basis, until fiscal years beginning after November 15, 2008. The Company is currently assessing the impact, if any, adoption of the statement for nonfinancial assets and liabilities will have on its consolidated financial statements.
 
In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities, which requires enhanced disclosures about an entity’s derivative and hedging activities. Constituents have expressed concerns that the existing disclosure requirements in FASB Statement No. 133, Accounting for Derivative Instruments and Hedging Activity, do not provide adequate information about how derivative and hedging activities affect an entity’s financial position, financial performance, and cash flows, and accordingly this new standard improves the transparency of financial reporting. This standard is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. This standard encourages, but does not require, comparative disclosures for earlier periods at initial adoption. At this time, the Company is assessing the impact on our consolidated financial statements and has not determined if it will adopt early.
 
In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles (GAAP), which is a hierarchy of authoritative accounting guidance. The current GAAP hierarchy is included in the American Institute of Certified Public Accountants Statement of Auditing Standards No. 69, The Meaning of Present Fairly in Confirmation with Generally Accepted Accounting Principles. The new statement is explicitly and directly applicable to preparers of financial statements as opposed to being directed to auditors and will not result in a change in current practice. The new statement is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to remove the GAAP hierarchy from auditing standards, where it has resided for some time.
 
In May 2008, the FASB issued SFAS No. 163, Accounting for Financial Guarantee Insurance Contracts — an interpretation of FASB Statement No. 60, which requires that an insurance enterprise recognize a claim liability prior to an event of default (insured event) when there is evidence that credit deterioration has occurred in an insured financial obligation. This statement does not impact the Company’s business.


7


 

 
ONLINE RESOURCES CORPORATION
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
 
In April 2008, the FASB issued FASB Staff Position (“FSP”) SFAS No. 142-3, Determination of the Useful Life of Intangible Assets (“FSP 142-3”). This guidance is intended to improve the consistency between the useful life of a recognized intangible asset under SFAS No. 142, Goodwill and Other Intangible Assets (“SFAS 142”), and the period of expected cash flows used to measure the fair value of the asset under SFAS No. 141R when the underlying arrangement includes renewal or extension of terms that would require substantial costs or result in a material modification to the asset upon renewal or extension. Companies estimating the useful life of a recognized intangible asset must now consider their historical experience in renewing or extending similar arrangements or, in the absence of historical experience, must consider assumptions that market participants would use about renewal or extension as adjusted for SFAS No. 142’s entity-specific factors. FSP 142-3 is effective beginning January 1, 2009 and will be applied prospectively to intangible assets acquired after the effective date. The company is currently assessing the impact this adoption will have on its consolidated financial statements.
 
2.   SENIOR SECURED NOTES
 
On February 21, 2007, the Company entered into an agreement with Bank of America to refinance its existing debt with $85.0 million in senior secured notes (“2007 Notes”). The agreement also provides a $15 million revolver (“Revolver”) under which the Company can secure up to $5 million in letters of credit. Currently, there are no amounts outstanding under the Revolver, but available credit under the Revolver has been reduced by approximately $1.8 million as a result of letters of credit the bank has issued. The Company’s first payment of $3.2 million on the 2007 Notes came due and was paid on June 30, 2008, reducing the outstanding principal from $85.0 million to $81.8 million. The Company will make principal payments each quarter until the 2007 Notes are due in 2012. Interest on both the Revolver and the 2007 Notes is one-month London Interbank Offered Rate (“LIBOR”) plus 225 to 275 basis points based upon the ratio of the Company’s funded indebtedness to its earnings before interest, taxes, depreciation and amortization (“EBITDA,” as defined in the 2007 Notes), and it is payable monthly. During the second quarter of 2008, the margin improved from 275 to 250 basis points and the interest rate was 4.88% at June 30, 2008. The 2007 Notes and the Revolver are secured by the assets of the Company.
 
Maturities of long-term debt for each of the next 4.5 years are as follows (in thousands):
 
         
    Maturing
 
Year
  Amounts  
 
2008 (July 1, 2008-December 31, 2008)
  $ 6,375  
2009
  $ 15,937  
2010
  $ 17,000  
2011
  $ 32,938  
2012
  $ 9,563  
 
3.   FINANCIAL INSTRUMENTS
 
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
 
Cash Flow Hedging Strategy
 
On March 30, 2007, the Company entered into an interest rate cap agreement (“2007 Hedge”) that protects the cash flows on designated one-month LIBOR-based interest payments beginning on April 3, 2007 through July 31, 2009. The 2007 Hedge limits the exposure to interest rate increases in excess of 5.5%. The 2007 Hedge has a notional value of $65.0 million through June 30, 2008 and $42.5 million through July 31, 2009. Approximately 79%, or $65.0 million, of the Company’s $81.8 million outstanding principal of the 2007 Notes had its interest payments perfectly hedged against increases in variable-rate interest payments above 5.5% by the 2007 Hedge at June 30, 2008.


8


 

 
ONLINE RESOURCES CORPORATION
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
During the three and six months ended June 30, 2008, the Company recorded a negligible unrealized gain and loss, respectively, as part of the comprehensive loss recorded in accumulated other comprehensive income to reflect the change in the fair value of the hedge through June 30, 2008. During the three and six months ended June 30, 2008, the Company recorded an increase in interest expense of $0.1 million and $0.2 million with the maturation of the hedge’s caplets. As additional interest rate caplets mature, the portions of the changes in fair value that are associated with the cost of the maturing caplet will be recognized as interest expense. There is no published exchange information containing the price of the Company’s interest rate cap instruments. Thus, the fair value of the interest rate caplets are based on estimated fair value quotes from a broker and market maker in derivative instruments. Their estimates are based upon the June 30, 2008 LIBOR forward curve, which implies that the caplets had minimal intrinsic value at June 30, 2008. The fair value of the 2007 Hedge at June 30, 2008 was negligible.
 
At June 30, 2008, the Company expects to reclassify a negligible net loss of derivative instruments from accumulated other comprehensive loss to operations (i.e., as “interest expense”) during the next twelve months due to actual payments of variable interest associated with the floating rate debt.
 
Theoretical Swap Derivative
 
The Company bifurcated the fair market value of the embedded derivative associated with the Series A-1 Redeemable Convertible Preferred Stock (“Series A-1 Preferred Stock”) issued in conjunction with the Princeton eCom acquisition on July 3, 2006 in accordance with SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities (“SFAS No. 133”). The Company determined that the embedded derivative is defined as the right to receive a fixed rate of return on the accrued, but unpaid dividends and the variable negotiated rate, which creates a theoretical swap between the fixed rate of return on the accrued, but unpaid dividends and the variable rate actually accrued on the unpaid dividends. This embedded derivative is marked to market at the end of each reporting period through earnings and an adjustment to other assets or other long-term liabilities in accordance with SFAS No. 133. There is no active market quote available for the fair value of the embedded derivative. Thus, management measures fair value of the derivative by estimating future cash flows related to the asset using the iMoney Net First Tier rate, which is determined using a spread from the forecasted one-month LIBOR rate, estimating the period in which the Series A-1 Preferred Stock will be outstanding. The fair value of the theoretical swap derivative was $1.5 million at June 30, 2008 and $1.0 million at December 31, 2007.
 
ITS Price Protection
 
As part of the purchase consideration for ITS, the Company also agreed to provide the former shareholders of ITS with price protection related to the 2,216,653 shares issued to them for a period of one year from the date the shares were issued, which was August 10, 2007 (the “Closing Date”). Under the protection, if the volume weighted average price of the Company’s shares for the 10 trading-day period ending two business days before the six, nine and twelve month anniversary dates of the Closing Date is less than $11.15, these shareholders have the right to put their shares to the Company. The Company can pay cash for the difference or issue additional shares.
 
On the six month anniversary date, which occurred during the first quarter of 2008, certain shareholders exercised their rights and put their price protection shares to the Company. The Company acquired 189,917 common shares subject to the price protection for $2.2 million, including $0.1 million for the difference under the price protection. These shares are classified as treasury shares on the Company’s condensed consolidated balance sheet. In addition, the Company issued 25,209 shares of the Company’s common stock to shareholders who owned 497,751 shares and exercised their price protection rights in the first quarter of 2008.
 
On the nine month anniversary date, which occurred during the second quarter of 2008, the remaining shareholders exercised their price protection rights and put their shares to the Company. The Company issued an additional 238,396 shares of the Company’s common stock to shareholders who owned 1,528,985 shares and exercised their price protection rights in the second quarter of 2008. As of June 30, 2008, all obligations under the price protection have been fulfilled.


9


 

 
ONLINE RESOURCES CORPORATION
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
This purchase price protection represents a stand-alone derivative which was included as part of the consideration issued for the acquisition. Using a trinomial tree model, the Company determined that the value of this option was $2.8 million as of July 26, 2007, the date the share issuance price was established, and recorded this amount in other current liabilities on the condensed consolidated balance sheet. The liability was marked to market, each period, through the second quarter of 2008 until all rights were exercised and reflected changes in the value of the option that were driven by share price, share price volatility and time to maturity. Interest expense of $0.2 million and $1.6 million, respectively, was recorded during the three and six months ended June 30, 2008 related to the mark to market adjustment of the derivative. At June 30, 2008 and December 31, 2007, the value of the remaining portion of the option, using the same valuation model, was determined to be zero and $2.4 million, respectively.
 
4.   REDEEMABLE CONVERTIBLE PREFERRED STOCK
 
Series A-1 Redeemable Convertible Preferred Stock
 
Pursuant to the restated certificate of incorporation, the Board of Directors has the authority, without further action by the stockholders, to issue up to 3,000,000 shares of preferred stock in one or more series. Of these 3,000,000 shares of preferred stock, 75,000 shares have been designated Series A-1. The Series A-1 Preferred Stock has a redemption value of 115% of the face value of the stock, on or after seven years from the date of issuance, or July 3, 2013. The Company recognized $0.4 million for each of the three months ended June 30, 2008 and 2007 and $0.8 million and $0.7 million for the six months ended June 30, 2008 and 2007, respectively, to adjust for the redemption value at maturity.
 
Additionally, the Series A-1 Preferred Stock has a feature that grants holders the right to receive interest-like returns on accrued, but unpaid, dividends that accumulate at 8% per annum. For each of the three months ended June 30, 2008 and 2007 and for each of the six months ended June 30, 2008 and 2007, $1.5 million and $3.0 million, respectively, of preferred stock accretion was recognized in the condensed consolidated statements of operations, for the 8% per annum cumulative dividends. The right to receive the accrued, but unpaid dividends is based on a variable interest rate, and as such the difference between the fixed and variable rate of returns is a theoretical swap derivative. The Company bifurcates this feature and accretes it to the Series A-1 Preferred Stock over the life of the security. For the three months ended June 30, 2008 and 2007, $0.1 million of preferred stock accretion was recognized for each period for the theoretical swap derivative in the condensed consolidated statement of operations. For the six months ended June 30, 2008 and 2007, $0.2 million and $0.1 million of preferred stock accretion was recognized for the theoretical swap derivative in the condensed consolidated statements of operations.
 
Finally, the cost to issue the Series A-1 Preferred Stock of $5.1 million is being accreted back to the redemption value of the Series A-1 Preferred Stock through July 2013, and generated an additional $0.2 million of preferred stock accretion for the three months ended June 30, 2008 and 2007 and an additional $0.4 million for the six months ended June 30, 2008 and 2007 in the condensed consolidated statements of operations.
 
5.   REPORTABLE SEGMENTS
 
The Company manages its business through two reportable segments: Banking and eCommerce. The Banking segment’s market consists primarily of banks, credit unions and other depository financial institutions in the United States. The segment’s fully integrated suite of account presentation, payment, relationship management and professional services are delivered through the Internet. The eCommerce segment’s market consists of billers, card issuers, processors, and other creditors such as payment acquirers and very large online billers. The segment’s account presentation, payment, relationship management and professional services are distributed to these clients through the Internet.


10


 

 
ONLINE RESOURCES CORPORATION
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
Factors used to identify the Company’s reportable segments include the organizational structure of the Company and the financial information available for evaluation by the chief operating decision-maker in making decisions about how to allocate resources and assess performance. The Company’s operating segments have been broken out based on similar economic and other qualitative criteria. The Company operates both reporting segments in one geographical area, the United States. The Company’s management assesses the performance of its assets in the aggregate, and accordingly, they are not presented on a segment basis. The operating results of the business segments exclude general corporate overhead expenses and intangible asset amortization.
 
The results of operations from these reportable segments were as follows for the three and six months ended June 30, 2008 and 2007 (in thousands):
 
                                 
                Unallocated
       
    Banking     eCommerce     Expenses(1)     Total  
 
Three months ended June 30, 2008:
                               
Revenues
  $ 23,157     $ 13,996     $     $ 37,153  
Costs of revenues
    8,854       10,069       531       19,454  
                                 
Gross profit
    14,303       3,927       (531 )     17,699  
Operating expenses
    6,352       4,567       6,338       17,257  
                                 
Income (loss) from operations
  $ 7,951     $ (640 )   $ (6,869 )   $ 442  
                                 
Three months ended June 30, 2007:
                               
Revenues
  $ 25,255     $ 6,686     $     $ 31,941  
Costs of revenues
    10,184       3,994       499       14,677  
                                 
Gross profit
    15,071       2,692       (499 )     17,264  
Operating expenses
    6,252       3,276       5,125       14,653  
                                 
Income (loss) from operations
  $ 8,819     $ (584 )   $ (5,624 )   $ 2,611  
                                 
Six months ended June 30, 2008:
                               
Revenues
  $ 47,344     $ 29,005     $     $ 76,349  
Costs of revenues
    18,358       19,805       1,066       39,229  
                                 
Gross profit
    28,986       9,200       (1,066 )     37,120  
Operating expenses
    12,746       9,191       14,309       36,246  
                                 
Income (loss) from operations
  $ 16,240     $ 9     $ (15,375 )   $ 874  
                                 
Six months ended June 30, 2007:
                               
Revenues
  $ 49,739     $ 13,051     $     $ 62,790  
Costs of revenues
    20,376       8,388       998       29,762  
                                 
Gross profit
    29,363       4,663       (998 )     33,028  
Operating expenses
    12,053       6,726       11,020       29,799  
                                 
Income (loss) from operations
  $ 17,310     $ (2,063 )   $ (12,018 )   $ 3,229  
                                 
 
 
(1) Unallocated expenses, for the three months ended June 30, 2008 and 2007, are primarily comprised of intangible asset acquired technology amortization in costs of revenues and general and administrative expense of $4.2 million and $3.3 million, respectively, and intangible asset customer list amortization of $2.1 million and $1.8 million, respectively, included as sales and marketing expenses, that are not considered in the measure of segment profit or loss used internally to evaluate the segments.


11


 

 
ONLINE RESOURCES CORPORATION
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
 
Unallocated expenses, for the six months ended June 30, 2008 and 2007, are primarily comprised of intangible asset acquired technology amortization in costs of revenues and general and administrative expense of $10.1 million and $7.3 million, respectively, and intangible asset customer list amortization of $4.2 million and $3.7 million, respectively, included as sales and marketing expenses, that are not considered in the measure of segment profit or loss used internally to evaluate the segments.
 
6.   INVESTMENTS
 
In December 2007, the Company reclassified its investment in the Columbia Strategic Cash Portfolio (the “Fund”) from cash and cash equivalents to short-term investments. The Fund was short-term and highly liquid in nature prior to the fourth quarter of 2007 and was classified as a cash equivalent. During the fourth quarter of 2007, the Fund was closed by the Fund administrator to future investment, partially due to the subprime credit market crisis, and began liquidating the Fund in an orderly manner. The Funds were then converted to a net asset value basis and marked to market daily. The Company intends to remain in the Fund through the liquidation period. Approximately two-thirds of the Fund is expected to substantially liquidate over the next twelve months and as such this portion of the remaining balance in the Fund is classified in short-term investments at fair value on the condensed consolidated balance sheet. The remainder of the Fund, or $1.5 million, is expected to liquidate beyond 12 months and as such this portion of the Fund is classified in long-term other assets on the condensed consolidated balance sheet.
 
The value of the Fund was $4.7 million and $9.1 million at June 30, 2008 and December 31, 2007, respectively. During the first half of 2008, the Company received $4.3 million in liquidation payments from the Fund administrator and recognized a loss of $0.1 million for the six months ended June 30, 2008, related to the Fund and liquidation, as other expense in the condensed consolidated statement of operations.
 
The value of the Fund may fluctuate based on changes in market values of the securities held in the Fund. To the extent the Company determines there is an increase or decrease in fair value, the Company may recognize additional unrealized gains or losses in future periods.
 
7.   STOCK BASED COMPENSATION
 
At June 30, 2008, the Company had three stock-based employee compensation plans, which are described in detail in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007. The Company used the modified-prospective transition method of SFAS No. 123(R), Share-Based Payment, to recognize compensation costs which include (a) compensation cost for all share-based payments granted prior to, but not yet vested as of January 1, 2006, based on the grant date fair value estimated in accordance with the original provisions of SFAS No. 123, and (b) compensation cost for all share-based payments granted on or subsequent to January 1, 2006, based on the grant-date fair value estimated in accordance with the provisions of SFAS No. 123(R). The compensation expense for stock-based compensation was $1.6 million and $0.2 million for the three months ended June 30, 2008 and 2007, respectively. For the six months ended June 30, 2008 and 2007, compensation expense for stock based compensation was $3.1 million and $1.3 million, respectively. A portion of the stock based compensation cost has been capitalized as part of software development costs in accordance with Statements of Position (“SOP”) No. 98-1, Accounting for the Costs of Computer Software Developed or Obtained for Internal Use and SFAS No. 86, Accounting for the Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed. For the three months ended June 30, 2008 and 2007, approximately $64,000 and $25,000, respectively, and for the six months ended June 30, 2008 and 2007, approximately $107,000 and $89,000 was capitalized as part of software development costs.


12


 

 
ONLINE RESOURCES CORPORATION
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
Stock Options
 
The fair value of each option award is estimated on the date of grant using a Black-Scholes-Merton option-pricing formula that uses the assumptions noted in the table and discussion that follows:
 
                                 
    Three Months Ended
    Six Months Ended
 
    June 30,     June 30,  
    2008     2007     2008     2007  
 
Dividend yield
                       
Expected volatility
    50 %     58 %     51 %     55 %
Risk-free interest rate
    2.50 %     4.50 %     3.37 %     4.62 %
Expected life in years
    5.5       5.9       5.6       5.1  
 
Dividend Yield.  The Company has never declared or paid dividends and has no plans to do so in the foreseeable future.
 
Expected Volatility.  Volatility is a measure of the amount by which a financial variable, such as a share price, has fluctuated (historical daily volatility) or is expected to fluctuate (expected volatility) during a period. The Company uses the historical average daily volatility over the average expected term of the options granted to estimate expected volatility.
 
Risk-Free Interest Rate.  The risk-free interest rate is the average U.S. Treasury rate for the week of each option grant during the period having a term that most closely resembles the expected term of the option.
 
Expected Life of Option Term.  Expected life of option term is the period of time that the options granted are expected to remain unexercised. Options granted during the period have a maximum term of seven to ten years. The Company uses historical expected terms, with further consideration given to the class of employees to whom the equity awards were granted, to estimate the expected life of the option term.
 
Forfeiture Rate.  Forfeiture rate is the estimated percentage of equity awards granted that are expected to be forfeited or canceled on an annual basis before becoming fully vested. The Company estimates forfeiture rate based on past turnover data ranging anywhere from one to five years with further consideration given to the class of employees to whom the equity awards were granted.
 
A summary of stock option activity under the 1989, 1999 and 2005 Plans as of June 30, 2008, and changes in the period then ended is presented below (in thousands, except exercise price and remaining contract term data):
 
                                 
                Weighted-
       
          Weighted-
    Average
       
          Average
    Remaining
    Aggregate
 
          Exercise
    Contract
    Intrinsic
 
    Shares     Price     Term     Value  
 
Outstanding at January 1, 2008
    3,016     $ 5.39                  
Granted
    290     $ 11.50                  
Exercised
    (143 )   $ 3.81                  
Forfeited or expired
    (78 )   $ 9.05                  
                                 
Outstanding at June 30, 2008
    3,085     $ 5.95       3.8     $ 10,269  
                                 
Vested or expected to vest at June 30, 2008
    3,047     $ 5.92       3.8     $ 10,190  
Exercisable at June 30, 2008
    2,210     $ 5.28       3.4     $ 8,360  
 
During the second quarter of 2008, the stockholders approved the 2005 Amended and Restated Restricted Stock and Option Plan (“2005 Plan”), which increased the number of authorized shares under the 2005 Plan from


13


 

 
ONLINE RESOURCES CORPORATION
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
1,700,000 to 3,500,000. The amended 2005 Plan was filed by the Company on Form 8-K with the Securities and Exchange Commission on April 22, 2008.
 
The weighted-average grant-date fair value of options granted was $4.79 and $6.48 per share during the three months ended June 30, 2008 and 2007, respectively and $5.78 and $5.14 per share for the six months ended June 30, 2007 and 2008, respectively. In the table above, the total intrinsic value is calculated as the difference between the market price of the Company’s stock on the last trading day of the quarter and the exercise price of the options. For options exercised, intrinsic value is calculated as the difference between the market price on the date of exercise and the grant price. The intrinsic value of options exercised in the three months ended June 30, 2008 and 2007 was $0.7 million and $2.2 million, respectively, and $0.9 million and $3.5 million, respectively, for the six months ended June 30, 2008 and 2007.
 
As of June 30, 2008, there was $2.5 million of total unrecognized compensation cost related to stock options granted under the 1999 and 2005 Plans. That cost is expected to be recognized over a weighted average period of 1.9 years.
 
Cash received from option exercises under all share-based payment arrangements for the three months ended June 30, 2008 and 2007 was $0.3 million and $1.9 million, respectively, and $0.5 million and $2.6 million for the six months ended June 30, 2008 and 2007, respectively. The tax benefits related to the deductions from option exercises of the share-based payment arrangements will be recognized when those deductions, currently being carried forward as net operating losses, reduce taxes payable.
 
Restricted Stock Units
 
A summary of the Company’s non-vested restricted stock units as of the six months ended June 30, 2008, and changes for the period then ended, is presented below (in thousands, except grant-date fair value data):
 
                 
          Weighted-
 
          Average
 
          Grant-Date
 
    Shares     Fair Value  
 
Non-vested at January 1, 2008
    496     $ 10.39  
Granted
    625     $ 11.53  
Vested
    (135 )   $ 10.56  
Forfeited
    (102 )   $ 10.90  
                 
Non-vested at June 30, 2008
    884     $ 11.08  
                 
 
The fair value of non-vested units is determined based on the opening trading price of the Company’s shares on the grant date. As of June 30, 2008, there was $4.4 million of total unrecognized compensation cost related to non-vested restricted stock units granted under the 2005 Plan. That cost is expected to be recognized over a weighted average period of 1.8 years.
 
8.   INCOME TAXES
 
The Company recorded an income tax benefit based on the estimated effective tax rate for the full year, adjusted for discrete items recorded during the second quarter of 2008.
 
The Company’s effective tax rate was 15.7% and 7.7% for the three months ended June 30, 2008 and 2007, respectively, and 19.1% and (4.7)% for the first six months of 2008 and 2007, respectively. The year over year change in the effective tax rate relates primarily to the lack of a full benefit on operating losses in 2007.
 
The Company has adopted Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes (“FIN 48”), as of January, 1, 2007. This standard modifies the previous guidance provided by SFAS No. 5, Accounting for Contingencies, and SFAS No. 109, Accounting for Income Taxes, for


14


 

 
ONLINE RESOURCES CORPORATION
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
uncertainties related to the Company’s income tax liabilities. The Company has determined that there has been no material changes in tax positions taken in the prior periods, tax positions taken in the current period, settlements with taxing authorities resulting from lapses in the statute of limitations and unrecognized tax benefits that if recognized would affect the effective tax rate and amount of interest and penalties recognized in the condensed consolidated statement of operations and the condensed consolidated balance sheets.
 
The tax return years since 2000 in the Company’s major tax jurisdictions, both federal and various states, have not been audited and are not currently under audit. Due to the existence of tax attribute carry forwards, the Company treats certain post-2000 tax positions as unsettled due to the taxing authorities’ ability to modify these attributes. The Company does not have reason to expect any changes in the next twelve months regarding uncertain tax positions.
 
9.   NET LOSS AVAILABLE TO COMMON STOCKHOLDERS PER SHARE
 
The following table sets forth the computation of basic and diluted net loss available to common stockholders per share (in thousands, except per share amounts):
 
                                 
    Three Months Ended
    Six Months Ended
 
    June 30,     June 30,  
    2008     2007     2008     2007  
 
Net (loss) income
  $ (974 )   $ 970     $ (2,379 )   $ (6,449 )
Preferred stock accretion
    2,199       2,128       4,376       4,163  
                                 
Net loss available to common shareholders
  $ (3,173 )   $ (1,158 )   $ (6,755 )   $ (10,612 )
                                 
Weighted average shares outstanding used in calculation of net loss available to common stockholders per share:
                               
Basic
    28,998       26,184       28,913       26,056  
Dilutive stock options
                       
                                 
Diluted
    28,998       26,184       28,913       26,056  
                                 
Net loss available to common stockholders per share:
                               
Basic
  $ (0.11 )   $ (0.04 )   $ (0.23 )   $ (0.41 )
Diluted
  $ (0.11 )   $ (0.04 )   $ (0.23 )   $ (0.41 )
 
Approximately 7,639,722 and 8,731,398 shares of common stock equivalents for the three months ended June 30, 2008 and 2007, respectively, and approximately 7,712,979 and 8,731,398 shares of common stock equivalents for the six months ended June 30, 2008 and 2007, respectively were excluded from the calculation of diluted earnings per share because of their anti-dilutive effect.


15


 

 
ONLINE RESOURCES CORPORATION
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
10.   COMPONENTS OF COMPREHENSIVE LOSS
 
SFAS No. 130, Reporting Comprehensive Income, requires that items defined as comprehensive income (loss) be separately classified in the financial statements and that the accumulated balance of other comprehensive income (loss) be reported separately from accumulated deficit and additional paid-in capital in the equity section of the balance sheet. The following table reconciles the Company’s net loss available to common stockholders and its total comprehensive net loss for the three and six months ended June 30, 2008 and 2007 (in thousands):
 
                                 
    Three Months Ended
    Six Months Ended
 
    June 30,     June 30,  
    2008     2007     2008     2007  
 
Net loss available to common stockholders
  $ (3,173 )   $ (1,158 )   $ (6,755 )   $ (10,612 )
Other comprehensive (loss) gain:
                               
Realized loss on hedging activity
    66       56       136       141  
Net unrealized gain/(loss) on hedging activity
    4       (5 )     (4 )     (29 )
                                 
Comprehensive net loss
  $ (3,103 )   $ (1,107 )   $ (6,623 )   $ (10,500 )
                                 
 
11.   FAIR VALUE MEASUREMENTS
 
On January 1, 2008, the Company adopted SFAS No. 157, Fair Value Measurements (“SFAS No. 157”), for financial assets and liabilities. The standard defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In addition, the standard specifies that the fair value should be the exit price, or price received to sell the asset or liability as opposed to the entry price, or price paid to acquire an asset or assume a liability.
 
In February 2008, the FASB issued FASB Staff Position (“FSP”) 157-2 which delays the effective date of SFAS No. 157 for all nonfinancial assets and liabilities, except for those that are disclosed in the condensed consolidated financial statements on a recurring basis, until fiscal years beginning after November 15, 2008. The Company is currently assessing the impact, if any, adoption of the statement for nonfinancial assets and liabilities will have on its consolidated financial statements.
 
The standard provides valuation techniques and a fair value hierarchy used to measure fair value. The hierarchy prioritizes inputs for valuation techniques used to measure fair value into three categories:
 
(1) Level 1 inputs, which are considered the most reliable, are quoted prices in active markets for identical assets or liabilities.
 
(2) Level 2 inputs are those that are observable in the market place, either directly or indirectly for the asset or liability.
 
(3) Level 3 inputs are unobservable due to unavailability and as such the entity’s own assumptions are used.


16


 

 
ONLINE RESOURCES CORPORATION
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
The Company primarily utilizes Level 2 and Level 3 inputs for valuation techniques used to measure its financial assets and liabilities, as shown in the table below:
 
                                 
    Fair Value Measurements at June 30, 2008  
    Quoted
                   
    Prices in
                   
    Active
    Significant
             
    Markets for
    Other
    Significant
       
    Identical
    Observable
    Unobservable
       
    Assets
    Inputs
    Inputs
       
    (Level 1)     (Level 2)     (Level 3)     Total  
 
Financial assets (in thousands):
                               
Merrill Lynch Institutional Fund
  $ 10,888     $     $     $ 10,888  
Investment in Strategic Cash Fund(1)
                4,693       4,693  
Theoretical swap derivative(2)
                1,488       1,488  
Cash flow hedge caplets(3)
          4             4  
                                 
    $ 10,888     $ 4     $ 6,181     $ 17,073  
                                 
 
 
(1) Includes the Company’s short and long-term investment in the Columbia Strategic Cash Fund (“the Fund”) that was converted to a net asset value basis in December 2007 primarily due to liquidity issues. The $1.5 million classified as long-term is primarily the fair market value for the Fund’s investments in certain asset backed securities and structured investment vehicles that are collateralized by sub-prime mortgage securities or related to mortgage securities. The multiple investments included in the Fund are no longer trading and therefore the prices are not observable in the marketplace. As such, fair value of the Fund is assessed through review of current investment ratings, as available, coupled with the evaluation of the liquidation value of assets held by each investment and their subsequent cash redemptions. This assessment from multiple indicators of fair value is then discounted to reflect the expected timing of disposition and market risks to arrive at an estimated fair value of the Fund.
 
(2) Represents the fair market value of the embedded derivative associated with the Series A-1 Redeemable Convertible Preferred Stock issued in conjunction with the Princeton eCom acquisition on July 3, 2006. Management measures fair value of the derivative by estimating future cash flows related to the asset using the iMoney Net First Tier rate, which is determined using a spread from the forecasted one-month LIBOR rate, estimating the period in which the Series A-1 Preferred Stock will be outstanding.
 
(3) The Company’s cash flow hedges that protect against increases in interest rates on the 2007 Notes are measured using Level 2 inputs.
 
The following table is a summary of the Company’s financial assets that use Level 3 inputs to measure fair value (in thousands):
 
                 
    Strategic Cash
    Theoretical
 
    Fund Investment     Swap Derivative  
 
Balance as of January 1, 2007
  $ 9,135     $ 988  
Realized and unrealized (loss) / gain(1)
    (108 )     500  
Redemptions(2)
    (4,334 )      
                 
Balance as of June 30, 2008
  $ 4,693     $ 1,488  
                 
 
 
(1) The realized and unrealized losses and gains are included as other (expense) income in the condensed consolidated statements of operations for the six months ended June 30, 2008.
 
(2) Redemptions are payments to the Company for partial liquidation of the Columbia Strategic Cash Fund.


17


 

ITEM 2.   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OPERATIONS
 
CAUTIONARY NOTE
 
The following management’s discussion and analysis should be read in conjunction with the accompanying Condensed Consolidated Unaudited Financial Statements and Notes thereto. This Quarterly Report on Form 10-Q may contain “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, including, but not limited to:
 
  •  Any statements in this document that are not statements of historical fact may be considered forward-looking;
 
  •  Statements regarding trends in our revenues, expense levels, and liquidity and capital resources;
 
  •  Statements about the sufficiency of the proceeds from the sale of securities and cash balances to meet currently planned working capital and capital expenditure requirements for at least the next twelve months; and
 
  •  Other statements identified or qualified by words such as “likely”, “will”, “suggest”, “may”, “would”, “could”, “should”, “expects”, “anticipates”, “estimates”, “plans”, “projects”, “believes”, “seeks”, “intends” and other similar words that signify forward-looking statements.
 
These forward-looking statements represent our best judgment as of the date of the Quarterly Report on Form 10-Q, and we caution readers not to place undue reliance on such statements. Actual performance and results of operations may differ materially from those projected or suggested in the forward-looking statements due to certain risks and uncertainties, including but not limited to, the risks and uncertainties described or discussed in the section “Risk Factors” in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 9, 2008. These risks include, among others, the following:
 
  •  our history of prior losses and the lack of certainty of maintaining consistent profitability;
 
  •  our dependence on the marketing assistance of third parties to market our services;
 
  •  the possibility that we may not be able to expand to meet increased demand for our services and related products;
 
  •  the potential adverse impact that a loss of a material client may have on our financial results;
 
  •  our inability to attract and retain qualified management and technical personnel and our dependence on our executive officers and key employees;
 
  •  potential security breaches or system failures disrupting our business and the liability associated with these disruptions;
 
  •  the failure to properly develop, market or sell new products;
 
  •  the potential impact of the consolidation of the banking and financial services industry;
 
  •  interference with our business from the adoption of government regulations;
 
  •  our need to maintain satisfactory ratings from federal depository institution regulators;
 
  •  exposure to increased compliance costs and risks associated with increasing and new regulation of corporate governance and disclosure standards;
 
  •  the liquidation preference rights and redemption rights associated with our outstanding shares of preferred stock;
 
  •  the voting rights of our preferred stock restricting our right to take certain actions;
 
  •  the potential losses we may incur from the impairment of the goodwill we have obtained from our recent acquisitions;


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  •  our inability to obtain additional financing to grow our business;
 
  •  the concentration of our clients in a small number of industries, including the financial services industry, and changes within those industries reducing demand for our products and services;
 
  •  the failure to retain existing end-users or changes in their continued use of our services adversely affecting our operating results;
 
  •  demand for low-cost or free online financial services and competition placing significant pressure on our pricing structure and revenues;
 
  •  exposure to greater than anticipated tax liabilities;
 
  •  our quarterly financial results being subject to fluctuations and having a material adverse effect on the price of our stock;
 
  •  our limited ability to protect our proprietary technology and other rights;
 
  •  the need to redesign our products, pay royalties or enter into license agreements with third parties as a result of our infringing the proprietary rights of third parties;
 
  •  the potential obsolescence of our technology or the offering of new, more efficient means of conducting account presentation and payments services negatively impacting our business;
 
  •  errors and bugs existing in our internally developed software and systems as well as third-party products;
 
  •  the disruption of our business and the diversion of management’s attention resulting from breach of contract or product liability suits;
 
  •  difficulties in integrating acquired businesses;
 
  •  our having limited knowledge of, or experience with, the industries served and products provided by our acquired businesses;
 
  •  the increase in the size of our operations and the risks described herein from acquisitions or otherwise;
 
  •  the liabilities or obligations that were not or will not be adequately disclosed from acquisitions we have made and may make;
 
  •  the claims that may arise from acquired companies giving us limited warranties and indemnities in connection with their businesses;
 
  •  the effect on the trading price of our stock from the sale of the substantial number of shares of common and convertible preferred stock outstanding, including shares issued in connection with certain acquisitions and shares that may be issued upon exercise of grants under our equity compensation plans;
 
  •  the significant amount of debt which will have to repay;
 
  •  the adverse effect to the market price of our common stock from future offerings of debt and preferred stock which would be senior to our common stock upon liquidation; and
 
  •  the acceleration of repayment of borrowed funds if a default under the terms of our credit agreement arises.
 
OVERVIEW
 
We provide outsourced financial technology services branded to thousands of financial institutions, billers and credit service providers. With four business lines in two primary vertical markets, we serve over 10 million billable consumer and business end-users. End-users may access and view their accounts online and perform various web-based self-service functions. They may also make electronic bill payments and funds transfers utilizing our unique, real-time debit architecture, ACH and other payment methods. Our value-added relationship management services reinforce a favorable user experience and drive a profitable and competitive Internet channel for our clients. Further, we have professional services, including software solutions, which enable various deployment options, a broad range of customization and other value-added services. We currently operate in two business segments — Banking


19


 

and eCommerce. The operating results of the business segments exclude general corporate overhead expenses and intangible asset amortization.
 
Registered end-users using account presentation, payment services or both, and the payment transactions executed by those end-users are the major drivers of our revenues. Since June 30, 2007, the number of account presentation services users decreased by 3%, and the number of payment services users increased 33%, for an overall 21% increase in users. The decline in account presentation services users is primarily due to the departure of a card account presentation services client in the second quarter of 2008. Payment services users increased at a higher rate than usual due to our acquisition of Internet Transaction Solutions, Inc. (“ITS”) in August of 2007.
 
                                 
          Increase/
 
    Period Ended June 30,     (Decrease)  
    2008     2007     Change     %  
 
Account presentation users (000s):
                               
Banking segment
    1,287       989       298       30 %
eCommerce segment
    2,299       2,709       (410 )     −15 %
                                 
Enterprise
    3,586       3,698       (112 )     −3 %
Payment services users (000s):
                               
Banking segment
    3,574       3,522       52       1 %
eCommerce segment
    5,687       3,434       2,253       66 %
                                 
Enterprise
    9,261       6,956       2,305       33 %
Total users (000s):
                               
Banking segment
    4,629       4,317       312       7 %
eCommerce segment
    7,986       6,143       1,843       30 %
                                 
Enterprise
    12,615       10,460       2,155       21 %
 
We have long-term service contracts with most of our financial services provider clients. The majority of our revenues are recurring, though these contracts also provide for implementation, set-up and other non-recurring fees. Account presentation services revenues are based on either a monthly license fee, allowing our financial institution clients to register an unlimited number of customers, or a monthly fee for each registered customer. Payment services revenues are based on a monthly fee for each customer enrolled, a fee per executed transaction, or a combination of both. Our clients pay nearly all of our fees and then determine if or how they want to pass these costs on to their users. They typically provide account presentation services to users free of charge, as they derive significant potential benefits including account retention, delivery and paper cost savings, account consolidation and cross-selling of other products.
 
As a network-based service provider, we have made substantial up-front investments in infrastructure, particularly for our proprietary systems. While we continue to incur ongoing development and maintenance costs, we believe the infrastructure we have built provides us with significant operating leverage. We continue to automate processes and develop applications that allow us to make only small increases in labor and other operating costs relative to increases in customers and transactions. We believe our financial and operating performance will be based primarily on our ability to leverage additional end-users and transactions over this relatively fixed cost base.


20


 

Results of Operations
 
The following table presents the summarized results of operations for our two reportable segments, Banking and eCommerce (dollars in thousands):
 
                                                                 
    Three Months Ended June 30,     Six Months Ended June 30,  
    2008     2007     2008     2007  
    Dollars     %     Dollars     %     Dollars     %     Dollars     %  
 
Revenues:
                                                               
Banking
  $ 23,157       62 %   $ 25,255       79 %   $ 47,344       62 %   $ 49,739       79 %
eCommerce
    13,996       38 %     6,686       21 %     29,005       38 %     13,051       21 %
                                                                 
Total
  $ 37,153       100 %   $ 31,941       100 %   $ 76,349       100 %   $ 62,790       100 %
                                                                 
 
                                                                 
    Dollars     Margin     Dollars     Margin     Dollars     Margin     Dollars     Margin  
 
Gross profit:
                                                               
Banking
  $ 14,303       62 %   $ 15,071       60 %   $ 28,986       61 %   $ 29,363       59 %
eCommerce
    3,927       28 %     2,692       40 %     9,200       32 %     4,663       36 %
Unallocated(1)
    (531 )             (499 )             (1,066 )             (998 )        
                                                                 
Total
  $ 17,699       48 %   $ 17,264       54 %   $ 37,120       49 %   $ 33,028       53 %
                                                                 
 
                                                                 
    Dollars     %     Dollars     %     Dollars     %     Dollars     %  
 
Operating expenses:
                                                               
Banking
  $ 6,352       37 %   $ 6,252       43 %   $ 12,746       35 %   $ 12,053       40 %
eCommerce
    4,567       26 %     3,276       22 %     9,191       25 %     6,726       23 %
Unallocated(1)
    6,338       37 %     5,125       35 %     14,309       40 %     11,020       37 %
                                                                 
Total
  $ 17,257       100 %   $ 14,653       100 %   $ 36,246       100 %   $ 29,799       100 %
                                                                 
 
                                                                 
    Dollars     Margin     Dollars     Margin     Dollars     Margin     Dollars     Margin  
 
Income from operations:
                                                               
Banking
  $ 7,951       34 %   $ 8,819       35 %   $ 16,240       34 %   $ 17,310       35 %
eCommerce
    (640 )     −5 %     (584 )     −9 %     9       0 %     (2,063 )     −16 %
Unallocated(1)
    (6,869 )             (5,624 )             (15,375 )             (12,018 )        
                                                                 
Total
  $ 442       1 %   $ 2,611       8 %   $ 874       1 %   $ 3,229       5 %
                                                                 
 
 
(1) Unallocated expenses, for the three months ended June 30, 2008 and 2007, are primarily comprised of intangible asset acquired technology amortization in costs of revenues and general and administrative expense of $4.2 million and $3.3 million, respectively, and intangible asset customer list amortization of $2.1 million and $1.8 million, respectively, included as sales and marketing expenses, that are not considered in the measure of segment profit or loss used internally to evaluate the segments.
 
Unallocated expenses, for the six months ended June 30, 2008 and 2007, are primarily comprised of intangible asset acquired technology amortization in costs of revenues and general and administrative expense of $10.1 million and $7.3 million, respectively, and intangible asset customer list amortization of $4.2 million and $3.7 million, respectively, included as sales and marketing expenses, that are not considered in the measure of segment profit or loss used internally to evaluate the segments.


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THREE MONTHS ENDED JUNE 30, 2008 COMPARED TO THE THREE MONTHS ENDED
JUNE 30, 2007
 
Revenues
 
We generate revenues from account presentation, payment, relationship management and professional services and other revenues. Revenues increased $5.2 million, or 16%, to $37.2 million for the three months ended June 30, 2008. The increase is attributable to the addition of revenues from ITS, which we acquired on August 10, 2007. Revenues for the remainder of the Company decreased due to the departures of five large clients in April 2007, August 2007, December 2007, and April 2008.
 
                                 
    Three Months Ended
       
    June 30,     Change  
    2008(1)     2007(1)     Difference(1)     %  
 
Revenues:
                               
Account presentation services
  $ 1,889     $ 2,203     $ (314 )     −14 %
Payment services
    30,084       23,880       6,204       26 %
Relationship management services
    2,047       2,061       (14 )     −1 %
Professional services and other
    3,133       3,797       (664 )     −17 %
                                 
Total revenues
  $ 37,153     $ 31,941     $ 5,212       16 %
                                 
Payment metrics:
                               
Banking payment transactions
    39,023       42,125       (3,102 )     −7 %
Biller payment transactions(2)
    10,182       7,654       2,528       33 %
 
 
Notes:
 
(1) In thousands
 
(2) Excludes ITS for purposes of comparison to prior year.
 
Account Presentation Services.  Both the Banking and eCommerce segments contribute to account presentation services revenues, which decreased 14%, or $0.3 million, to $1.9 million. The decrease is due to the departure of two card account presentation services clients in April 2007 and 2008.
 
Payment Services.  Both the Banking and eCommerce segments contribute to payment services revenues, which increased to $30.1 million for the three months ended June 30, 2008 from $23.9 million in the prior year quarter. The increase was related to the addition of new revenues from the acquisition of ITS. Revenues from the remainder of the Company decreased slightly as a result of the departure of three large banking bill payment clients in August 2007, December 2007 and April 2008 and lower float interest revenues due to lower interest rates. Banking payment transactions decreased by 7% compared to the second quarter of 2007, and biller transactions grew by 33%. Banking payment transactions declined as a result of the departures of three large banking bill payment clients. After excluding transactions from the three departed clients, banking payment transactions grew by 22%. The growth in biller transactions is the result of increased usage at our existing clients and the net addition of new clients since 2007. Biller transaction growth is higher due to the relative immaturity of that market.
 
Relationship Management Services.  Primarily composed of revenues from the Banking segment, relationship management services revenues decreased slightly in the second quarter ended 2008, or by 1%, from the same period of 2007. Revenues remained relatively constant due to our decision to bundle our call center service to banking clients with our account presentation and payment services.
 
Professional Services and Other.  Both the Banking and eCommerce segments contribute to professional services and other revenues, which decreased $0.7 million, or by 17%. Revenues from professional services and other fees decreased due to an early termination fee we received in the second quarter of 2007. Additionally, the timing of sales of our annual compliance package, which occurred in the second quarter last year, but will occur in the third quarter in 2008, is the other reason for the decrease. Professional services and other revenues otherwise remained flat.


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Costs and Expenses
 
                                 
    Three Months Ended
       
    June 30,     Change  
    2008(1)     2007(1)     Difference(1)     %  
 
Revenues
  $ 37,153     $ 31,941     $ 5,212       16 %
Costs of revenues
    19,454       14,677       4,777       33 %
                                 
Gross profit
    17,699       17,264       435       3 %
Gross margin
    48 %     54 %                
Operating expenses
                               
General and administrative
    8,601       6,440       2,161       34 %
Sales and marketing
    6,427       6,090       337       6 %
Systems and development
    2,229       2,123       106       5 %
                                 
Total operating expenses
    17,257       14,653       2,604       18 %
                                 
Income from operations
    442       2,611       (2,169 )     −83 %
Other (expense) income
                               
Interest income
    110       400       (290 )     −73 %
Interest and other expense
    (1,707 )     (1,960 )     253       n/a  
                                 
Total other (expense) income
    (1,597 )     (1,560 )     (37 )     n/a  
                                 
Loss before tax (benefit) provision
    (1,155 )     1,051       (2,206 )     n/a  
Income tax (benefit) provision
    (181 )     81       (262 )     n/a  
                                 
Net (loss) income
    (974 )     970       (1,944 )     n/a  
Preferred stock accretion
    2,199       2,128       71       3 %
                                 
Net loss available to common stockholders
  $ (3,173 )   $ (1,158 )   $ (2,015 )     n/a  
                                 
Net loss available to common stockholders per share:
                               
Basic
  $ (0.11 )   $ (0.04 )   $ (0.07 )     −147 %
Diluted
  $ (0.11 )   $ (0.04 )   $ (0.07 )     −147 %
Shares used in calculation of net loss available to common stockholders per share:
                               
Basic
    28,998       26,184       2,814       11 %
Diluted
    28,998       26,184       2,814       11 %
 
 
Notes:
 
(1) In thousands except for per share amounts.
 
Costs of Revenues.  Costs of revenues encompass the direct expenses associated with providing our services. These expenses include telecommunications, payment processing, systems operations, customer service, implementation and professional services work. Costs of revenues increased by $4.8 million to $19.5 million for the three months ended June 30, 2008, from $14.7 million for the same period in 2007. The inclusion of costs for ITS, which was acquired in August 2007, represents the majority of this increase. The remaining increase is the result of an increase in volume-related payment processing costs and the release of a number of software development projects into production since the first quarter of 2007.
 
Gross Profit.  Gross profit increased $0.4 million for the three months ended June 30, 2008 to $17.7 million, and gross margin decreased to 48% in 2008 from 54% in 2007. ITS accounted for all of the increase in gross profit, which was partially offset by a decrease in gross profit for the remainder of the Company due to the departures of five large clients in the last twelve months. The decrease in gross margin is primarily due to the departures of five large clients in the last twelve months, lower float interest revenues, an early termination fee that we received in the second quarter of 2007 and lower gross margins at ITS relative to the rest of the Company.


23


 

General and Administrative.  General and administrative expenses primarily consist of salaries for executive, administrative and financial personnel, consulting expenses and facilities costs such as office leases, insurance and depreciation. General and administrative expenses increased $2.2 million, or 34%, to $8.6 million for the three months ended June 30, 2008. The increase was partially due to the addition of general and administrative expenses for ITS, which was acquired in August 2007. Also contributing to the increase are $0.7 million of strategic and market development expenses that were part of sales and marketing in the prior year, but are included as general and administrative expenses in the current year due to a change in that group’s core responsibilities. The increase was also the result of $0.9 million of increased equity compensation expense during the second quarter of 2008.
 
Sales and Marketing.  Sales and marketing expenses include salaries and commissions paid to sales and client services personnel and other costs incurred in selling our services and products. Sales and marketing expenses increased $0.3 million, or 6%, to $6.4 million for the three months ended June 30, 2008. The increase is primarily due to the addition of sales and marketing expenses for ITS, which was acquired in August 2007, and increased amortization of intangible assets related to the customer list acquired as part of the ITS acquisition. The increase was slightly offset by strategic business and market development salaries that were part of sales and marketing expenses in the prior year, but are included as general and administrative expenses in the current year due to a change in that group’s core responsibilities.
 
Systems and Development.  Systems and development expenses include salaries, consulting fees and all other expenses incurred in supporting the research and development of new services and products and new technology to enhance existing products. Systems and development expenses increased by $0.1 million, or 5%, to $2.2 million for the three months ended June 30, 2008. The increase is primarily due to the addition of systems and development expenses for ITS, which was acquired in August 2007. We capitalized $1.5 million and $1.3 million of development costs associated with software developed for internal use or to be sold, leased or otherwise marketed during the three months ended June 30, 2008 and 2007, respectively.
 
Income from Operations.  Income from operations decreased $2.2 million, or 83%, to $0.4 million for the three months ended June 30, 2008. The decrease is primarily due to the departures of five large clients in the past twelve months, which negatively impacted our income from operations as a result of our high incremental margin, fixed cost business model. Additionally, income from operations was negatively impacted by lower float interest revenues in 2008, which has no associated costs and is the result of lower interest rates.
 
Interest Income.  Interest income decreased $0.3 million to $0.1 million for the three months ended June 30, 2008 due to lower average interest earning cash balances and lower average interest rates.
 
Interest and Other Expense.  Interest and other expense decreased by $0.3 million primarily due to lower interest expense on the senior secured 2007 notes. The interest is based on the one-month London Interbank Offered Rate (“LIBOR”), which has dropped considerably over the last twelve months. This decrease is partially offset by $0.4 million in realized losses from the mark to market valuation of certain derivatives.
 
Income Tax (Benefit)Provision.  We recognized a tax benefit for the three months ended June 30, 2008 as a result of the $1.2 million loss before income taxes generated during the second quarter of 2008. Our effective tax rate for the period was 15.7%. The difference between our effective tax rate and the federal statutory rate is primarily due to non-deductible items and state taxes. The non-deductible items include the mark to market adjustment valuation of the ITS price protection and interest expense for the accretion of the Series A-1 Preferred Stock.
 
Preferred Stock Accretion.  The accretion related to the Series A-1 Preferred Stock issued on July 3, 2006 increased primarily as a result of higher interest costs related to the escalation accrual associated with the Series A-1 Preferred Stock. The escalation accrual represents a money-market rate of interest on the accrued, but unpaid, dividends.
 
Net Loss Available to Common Stockholders.  Net loss available to common stockholders increased $2.0 million to a net loss of $3.2 million for the three months ended June 30, 2008, compared to a net loss of $1.2 million for the three months ended June 30, 2007. Basic and diluted net loss per share was $0.11 for the three months ended June 30, 2008, compared to basic and diluted net loss per share of $0.04 for the three months ended June 30, 2007. Basic and diluted shares outstanding increased by 11% as a result of shares issued in connection with the exercise of


24


 

company-issued stock options, our employees’ participation in our employee stock purchase plan and the 2.3 million shares issued with the acquisition of ITS, net of the repurchase of shares from ITS shareholders exercising their price protection rights.
 
SIX MONTHS ENDED JUNE 30, 2008 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2007
 
Revenues
 
Revenues increased $13.6 million, or 22%, to $76.3 million for the six months ended June 30, 2008. This increase was attributable to the addition of revenues from our acquisition of ITS, which we acquired on August 10, 2007. The remainder of our revenues were consistent with the prior year and did not increase due to the departures of five large clients in April 2007, August 2007, December 2007 and April 2008.
 
                                 
    Six Months Ended
       
    June 30,     Change  
    2008(1)     2007(1)     Difference(1)     %  
 
Revenues:
                               
Account presentation services
  $ 4,261     $ 4,465     $ (204 )     −5 %
Payment services
    61,962       47,260       14,702       31 %
Relationship management services
    4,017       4,224       (207 )     −5 %
Professional services and other
    6,109       6,841       (732 )     −11 %
                                 
Total revenues
  $ 76,349     $ 62,790     $ 13,559       22 %
                                 
Payment metrics:
                               
Banking transactions
    80,831       82,972       (2,141 )     −3 %
Biller transactions(2)
    21,176       14,400       6,776       47 %
 
 
Notes:
 
(1) In thousands
 
(2) Excludes ITS for purposes of comparison to prior year.
 
Account Presentation Services.  Both the Banking and eCommerce segments contribute to account presentation services revenues, which decreased 5%, or $0.2 million, to $4.3 million. The decrease is due to the departure of two card account presentation services clients in April 2007 and 2008.
 
Payment Services.  Both the Banking and eCommerce segments contribute to payment services revenues, which increased to $62.0 million for the six months ended June 30, 2008 from $47.3 million in the same period of the prior year. While the majority of the increase was related to the addition of new revenues from the acquisition of ITS, the remaining increase was driven by growth in our eCommerce segment. Banking transactions decreased by 3% compared to the first half of 2007, and biller transactions grew by 47%. Banking transactions decreased as a result of the departures of three large banking bill payment clients in August 2007, December 2007 and April 2008. After excluding transactions from the three departed clients, banking payment transactions grew by 23%. Additionally, banking revenues declined as a result of lower interest rates, which negatively impacted float interest revenues. The growth in biller transactions is the result of increased usage at our existing clients and the net addition of new clients since 2007. Biller transaction growth is higher due to the relative immaturity of that market.
 
Relationship Management Services.  Primarily composed of revenues from the Banking segment, relationship management services revenues decreased slightly from $4.2 million in the six months ended 2007 to $4.0 million in the same period ended 2008. Revenues remained relatively constant due to our decision to bundle our call center service to banking clients with our account presentation and payment services.
 
Professional Services and Other.  Both the Banking and eCommerce segments contribute to professional services and other revenues, which decreased by $0.7 million, or by 11%. Revenues from professional services and other fees decreased due to an early termination fee we received in the second quarter of 2007. Additionally, the


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timing of sales of our annual compliance package, which occurred in the second quarter last year, but will occur in the third quarter in 2008, is the other reason for the decrease.
 
Costs and Expenses
 
                                 
    Six Months Ended
       
    June 30,     Change  
    2008(1)     2007(1)     Difference(1)     %  
 
Revenues
  $ 76,349     $ 62,790     $ 13,559       22 %
Costs of revenues
    39,229       29,762       9,467       32 %
                                 
Gross profit
    37,120       33,028       4,092       12 %
Gross margin
    49 %     53 %                
Operating expenses
                               
General and administrative
    18,544       13,526       5,018       37 %
Sales and marketing
    12,660       11,822       838       7 %
Systems and development
    5,042       4,451       591       13 %
                                 
Total operating expenses
    36,246       29,799       6,447       22 %
                                 
Income from operations
    874       3,229       (2,355 )     −73 %
Other (expense) income
                               
Interest income
    322       737       (415 )     −56 %
Interest and other expense
    (4,137 )     (4,499 )     362       n/a  
Loss on extinquishment of debt
          (5,625 )     5,625       n/a  
                                 
Total other (expense) income
    (3,815 )     (9,387 )     5,572       n/a  
                                 
Loss before tax (benefit) provision
    (2,941 )     (6,158 )     3,217       n/a  
Income tax (benefit) provision
    (562 )     291       (853 )     n/a  
                                 
Net loss
    (2,379 )     (6,449 )     4,070       n/a  
Preferred stock accretion
    4,376       4,163       213       5 %
                                 
Net loss available to common stockholders
  $ (6,755 )   $ (10,612 )   $ 3,857       n/a  
                                 
Net loss available to common stockholders per share:
                               
Basic
  $ (0.23 )   $ (0.41 )   $ 0.18       44 %
Diluted
  $ (0.23 )   $ (0.41 )   $ 0.18       44 %
Shares used in calculation of net loss available to common stockholders per share:
                               
Basic
    28,913       26,056       2,857       11 %
Diluted
    28,913       26,056       2,857       11 %
 
 
Notes:
 
(1) In thousands except for per share amounts.
 
Costs of Revenues.  Costs of revenues encompass the direct expenses associated with providing our services. These expenses include telecommunications, payment processing, systems operations, customer service, implementation and professional services work. Costs of revenues increased by $9.5 million to $39.2 million for the six months ended June 30, 2008, from $29.8 million for the same period in 2007. The inclusion of costs for ITS, which was acquired in August 2007, represents the majority of this increase. The remaining increase is the result of an increase in volume-related payment processing costs and the release of a number of software development projects into production January 1, 2007.


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Gross Profit.  Gross profit increased $4.1 million for the six months ended June 30, 2008 to $37.1 million, and gross margin decreased to 49% in 2008 from 53% in 2007. ITS accounted for all of the increase in gross profit, which was partially offset by a decrease in gross profit for the remainder of the Company due to the departures of five large clients in the past twelve months. The decrease in gross margin is primarily due to the departures of five large clients in the last twelve months, lower float interest revenues, an early termination fee that we received in the second quarter of 2007 and lower gross margins at ITS relative to the rest of the Company.
 
General and Administrative.  General and administrative expenses primarily consist of salaries for executive, administrative and financial personnel, consulting expenses and facilities costs such as office leases, insurance and depreciation. General and administrative expenses increased $5.0 million, or 37% to $18.5 million for the six months ended June 30, 2008. The increase was partially due to the addition of general and administrative expenses for ITS, which was acquired in August 2007. Also contributing to the increase are $1.1 million of strategic and market development expenses that were part of sales and marketing in the prior year, but are included as general and administrative expenses in the current year due to a change in that group’s core responsibilities. The increase was also the result of $1.3 million and $1.2 million of increased professional services fees and equity compensation expense, respectively, during the first half of 2008.
 
Sales and Marketing.  Sales and marketing expenses include salaries and commissions paid to sales and client services personnel and other costs incurred in selling our services and products. Sales and marketing expenses increased $0.8 million, or 7%, to $12.7 million for the six months ended June 30, 2008. The increase is primarily due to the addition of sales and marketing expenses for ITS, which was acquired in August 2007, and increased amortization of intangible assets related to the customer list acquired as part of the ITS acquisition. The increase was slightly offset by strategic business and market development salaries that were part of sales and marketing expenses in the prior year, but are included as general and administrative expenses in the current year due to a change in that group’s core responsibilities.
 
Systems and Development.  Systems and development expenses include salaries, consulting fees and all other expenses incurred in supporting the research and development of new services and products and new technology to enhance existing products. Systems and development expenses increased by $0.6 million, or 13%, to $5.0 million for the six months ended June 30, 2008. The increase is primarily due to the addition of systems and development expenses for ITS, which was acquired in August 2007. We capitalized $3.1 million and $2.7 million of development costs associated with software developed for internal use or to be sold, leased or otherwise marketed during the six months ended June 30, 2008 and 2007, respectively.
 
Income from Operations.  Income from operations decreased $2.4 million, or 73%, to $0.9 million for the six months ended June 30, 2008. The decrease was primarily due to the departures of five large clients in the past twelve months, which negatively impacted our income from operations as a result of our high incremental margin, fixed cost business model. Additionally, income from operations was negatively impacted by lower float interest revenues in 2008, which has no associated costs and is the result of lower interest rates.
 
Interest Income.  Interest income decreased $0.4 million to $0.3 million for the six months ended June 30, 2008 due to lower average interest earning cash balances and lower average interest rates.
 
Interest and Other Expense.  Interest and other expense decreased by $0.4 million due primarily to the refinancing of the senior secured notes issued on July 3, 2006 with senior secured notes that carry an interest rate that is approximately 425 basis points lower than the original senior secured notes. The original notes were refinanced on February 21, 2007. Additionally, the new interest rate on the senior secured notes is based on the one-month London Interbank Offered Rate (“LIBOR”), which has dropped considerably over the last twelve months. This decrease was partially offset by the $1.1 million in realized losses from the mark to market valuation of certain derivatives.
 
Income Tax (Benefit) Provision.  We recognized a tax benefit for the six months ended June 30, 2008 as a result of the $2.9 million loss before income taxes generated for the period and non-deductible items as well as a true-up of the effective state tax rate recorded during the six months ended June 30, 2008. Our effective tax rate for the period was 19.1%. The difference between our effective tax rate and the federal statutory rate is primarily due to


27


 

non-deductible items and state taxes. The non-deductible items include the mark to market adjustment valuation of the ITS price protection and interest expense for the accretion of the Series A-1 Preferred Stock.
 
Preferred Stock Accretion.  The accretion related to the Series A-1 Preferred Stock issued on July 3, 2006 increased primarily as a result of higher interest costs related to the escalation accrual associated with the Series A-1 Preferred Stock. The escalation accrual represents a money-market rate of interest on the accrued, but unpaid, dividends.
 
Net Loss Available to Common Stockholders.  Net loss available to common stockholders decreased $3.9 million to a net loss of $6.8 million for the six months ended June 30, 2008, compared to a net loss of $10.6 million for the six months ended June 30, 2007 due to the loss from extinguishment of debt recognized in the prior year period. Basic and diluted net loss per share was $0.23 for the six months ended June 30, 2008, compared to basic and diluted net loss per share of $0.41 for the six months ended June 30, 2007. Basic and diluted shares outstanding increased by 11% as a result of shares issued in connection with the exercise of company-issued stock options, our employees’ participation in our employee stock purchase plan and the 2.3 million shares issued with the acquisition of ITS, net of the repurchase of shares from ITS shareholders exercising their price protection rights.
 
LIQUIDITY AND CAPITAL RESOURCES
 
Since inception, we have primarily financed our operations through cash generated from operations, private placements and public offerings of our common and preferred stock and the issuance of debt. Cash and cash equivalents were $15.4 million and $13.2 million at June 30, 2008 and December 31, 2007, respectively. The $2.2 million increase in cash and cash equivalents is primarily from the release of funds from a prior payment processor of ITS that was previously classified as other current assets.
 
Net cash provided by operating activities was $10.9 million for the six months ended June 30, 2008. This represented a $3.9 million increase in cash provided by operating activities compared to the same prior year period, which was primarily the result of a net loss decrease of $4.1 million; partially offset a net decrease in consumer deposits receivables and payables of $2.3 million and changes in certain other operating assets and liabilities of $2.5 million.
 
In 2007, following our acquisition of Internet Transaction Solutions, Inc. (“ITS”), our condensed consolidated balance sheet, in relation to our ITS operations, reflected consumer deposit receivables which were comprised of in-transit customer payment transactions that we have not yet received and consumer deposit payables which were comprised of cash held or in transit, that will be remitted for the benefit of customers for collections made on their behalf. In the first quarter of 2008, we changed the manner in which the ITS payment processing operations were structured to be consistent with how we operate bill payment funds apart from our ITS operations. As a result of the change in legal ownership structure, we only have fiduciary responsibility over the bill payment funds associated with our ITS operations. Therefore, we no longer have rights and obligations associated with ITS bill payment funds and as such no longer report consumer deposit receivables, payables and related cash as part of our condensed consolidated balance sheet at June 30, 2008.
 
Net cash used by investing activities for the six months ended June 30, 2008 was $4.0 million, which was the result of capital expenditures of $8.3 million, partially offset by $4.3 million in liquidation payments from our investment in the Columbia Strategic Cash Portfolio Fund (the “Fund”).
 
Net cash used by financing activities was $4.7 million for the six months ended June 30, 2008, which was primarily the result of our first principal payment on our senior secured notes of $3.2 million and cash paid to shareholders exercising price protection rights of $2.2 million.
 
In December 2007, we reclassified our investment in the Fund from cash and cash equivalents to short-term investments. The Fund was short-term and highly liquid in nature prior to the fourth quarter of 2007 and was classified as a cash equivalent. During the fourth quarter of 2007, the Fund was closed by the Fund administrator to future investment, partially due to the subprime credit market crisis, and began liquidating the Fund in an orderly manner. The Funds were then converted to a net asset value basis and marked to market daily. We intend to remain in the Fund through the liquidation period. A majority of the Fund is expected to substantially liquidate over the next twelve months and as such this portion of the Fund is classified in short-term investments at fair value on the


28


 

condensed consolidated balance sheet. The remainder of the Fund, or $1.5 million, is expected to liquidate beyond twelve months and as such this portion of the remaining balance in the Fund is classified in long-term other assets on the condensed consolidated balance sheet. The value of the Fund was $4.7 million and $9.1 million at June 30, 2008 and December 31, 2007, respectively. We adjusted the Fund to its estimated fair value at June 30, 2008. In addition, we received $4.3 million in liquidation payments from the Fund administrator during the six months ended June 30, 2008.
 
As part of the purchase consideration for ITS, we also agreed to provide the former shareholders of ITS with price protection related to the 2,216,653 shares issued to them for a period of one year from the date the shares were issued, which was August 10, 2007 (the “Closing Date”). Under the protection, if the volume weighted average price of our shares for the 10 trading-day period ending two business days before the six, nine and twelve month anniversary dates of the Closing Date is less than $11.15, these shareholders have the right to put their price protection shares to us. We can pay cash for the difference or issue additional shares.
 
On the six month anniversary date, which occurred during the first quarter of 2008, certain shareholders exercised their rights and put their shares to us. We acquired 189,917 common shares subject to the price protection for $2.2 million, including $0.1 million for the difference under the price protection. These shares are classified as treasury shares on our condensed consolidated balance sheet. In addition, the Company issued 25,209 shares of the Company’s common stock to shareholders who own 497,751 shares and exercised their price protection rights in the first quarter of 2008.
 
On the nine month anniversary date, which occurred during the second quarter of 2008, the remaining shareholders exercised their rights and put their price protection shares to us. We issued an additional 238,396 shares of the Company’s common stock to shareholders who owned 1,528,985 shares and exercised their price protection rights in the second quarter of 2008. As of June 30, 2008, all obligations under the price protection have been fulfilled.
 
Our material commitments under operating and capital leases and purchase obligations are as follows (in thousands):
 
                                                         
          For the Years Ended  
    Total     2008(1)     2009     2010     2011     2012     Thereafter  
 
Capital lease obligations
  $ 71     $ 16     $ 36     $ 19     $     $     $  
Operating leases
    32,607       2,290       4,661       4,726       4,804       4,504       11,622  
Purchase obligations
    270       270                                
Notes payable(2)
    81,813       6,375       15,938       17,000       32,937       9,563        
                                                         
Total obligations
  $ 114,761     $ 8,951     $ 20,635     $ 21,745     $ 37,741     $ 14,067     $ 11,622  
                                                         
 
 
(1) For the period July 1, 2008 through December 31, 2008.
 
(2) Senior secured debt (“2007 Notes”)
 
Based on the one-month LIBOR at June 30, 2008, the estimated interest payments related to the Notes payable is $2.0 million, $3.5 million, $2.6 million, $1.6 million and $0.1 million for the remaining half of 2008, and full years 2009, 2010, 2011 and 2012, respectively.
 
Future capital requirements will depend upon many factors, including our need to finance any future acquisitions, the timing of research and product development efforts and the expansion of our marketing effort. We expect to continue to expend significant amounts on expansion of facility infrastructure, ongoing research and development, computer and related equipment, and personnel.
 
We currently believe that cash on hand, investments and the cash we expect to generate from operations will be sufficient to meet our current anticipated cash requirements for at least the next twelve months. There can be no assurance that additional capital beyond the amounts currently forecasted by us will not be required or that any such required additional capital will be available on reasonable terms, if at all, at such time as required.


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ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
We invest primarily in short-term, investment grade, marketable government, corporate, and mortgage-backed debt securities. Our interest income is most sensitive to changes in the general level of U.S. interest rates and given the short-term nature of our investments, our exposure to interest rate risk is not material. We do not have operations subject to risks of foreign currency fluctuations, nor do we use derivative financial instruments in our investment portfolio.
 
We are exposed to the impact of interest rate changes as they affect our outstanding senior secured notes, or 2007 Notes. The interest rate charged on our 2007 Notes varies based on LIBOR and, consequently, our interest expense could fluctuate with changes in the LIBOR rate through the maturity date of the senior secured note. We have entered into an interest rate cap agreement that effectively limits our exposure to interest rate fluctuations on $65 million of the remaining $81.8 million in senior secured notes outstanding at June 30, 2008. The remaining amount of approximately $16.8 million is not subject to any interest rate cap agreements. If the LIBOR rate increased or decreased by one percent as of June 30, 2008, interest expense would have increased or decreased by $0.1 million for the amount not subject to any interest rate cap agreements of the 2007 Notes outstanding as of the six months ended June 30, 2008.
 
We earn interest (float interest) in clearing accounts that hold funds collected from end-users until they are disbursed to receiving merchants or financial institutions. The float interest we earn on these clearing accounts is considered in our determination of the fee structure for clients and represents a portion of the payment for our services. As such, the float interest earned is classified as payment services revenue in our condensed consolidated statements of operations. This float interest revenue is exposed to changes in the general level of U.S. interest rates as it relates to the balances of these clearing accounts. The float interest totaled $1.2 million and $2.7 million for the three months ended June 30, 2008 and 2007, respectively, and $3.2 million and $5.2 million for the six months ended June 30, 2008 and 2007, respectively. If there was a change in interest rates of one percent as of June 30, 2008, revenues associated with float interest would have increased or decreased by approximately $1.0 million for the six months ended June 30, 2008.
 
In December 2007, we reclassified our investment in the Columbia Strategic Cash Portfolio (the “Fund”) from cash and cash equivalents to short-term investments. The Fund was short-term and highly liquid in nature prior to the fourth quarter of 2007 and was classified as a cash equivalent. During the fourth quarter of 2007, the Fund was closed by the Fund administrator to future investment, partially due to the subprime credit market crisis, and began liquidating the Fund in an orderly manner. The Funds were then converted to a net asset value basis and marked to market daily. We intend to remain in the Fund through the liquidation period. A majority of the Fund is expected to substantially liquidate over the next twelve months and as such this portion of the Fund is classified in short-term investments at fair value on the condensed consolidated balance sheet. The remainder of the Fund, or $1.5 million, is expected to liquidate during the beyond twelve months and as such this portion of the Fund is classified in long-term other assets on the condensed consolidated balance sheet.
 
The value of the Fund was $4.7 million and $9.1 million at June 30, 2008 and December 31, 2007, respectively. We adjusted the Fund to its estimated fair value at June 30, 2008. In addition, we received $4.3 million in liquidation payments from the Fund administrator during the six months ended June 30, 2008. There may be further decreases in the value of the Fund based on changes in market values of the securities held in the Fund. To the extent we determine there is a further decline in fair value, we may recognize additional unrealized losses in future periods.
 
ITEM 4.   CONTROLS AND PROCEDURES
 
(a) As of the end of the period covered by this Quarterly Report on Form 10-Q, an evaluation was performed under the supervision and with the participation of our management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)). Based on that evaluation, the CEO and CFO have concluded that, as of June 30, 2008, our disclosure controls and procedures were not effective because of the material weaknesses described in Item 9A of our Annual Report on Form 10-K for the year ended December 31, 2007, which we are still in the process of remediating. Notwithstanding the material weaknesses described in Item 9A of the 2007 Form 10-K, we believe our consolidated financial statements presented in this Quarterly Report


30


 

on Form 10-Q fairly represent, in all material respects, our financial position, results of operations and cash flows for all periods presented herein.
 
(b) As disclosed in our Form 10-K for the fiscal year ended December 31, 2007, in the course of performing our evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, our management determined that a material weakness in internal control over financial reporting existed as of December 31, 2007. As of December 31, 2007, management identified the following material weaknesses in internal control over financial reporting:
 
The Company’s monitoring activities were not effective at identifying, on a timely basis, deficiencies in the operation of controls in the financial statement close process. Specifically, the Company’s procedures for the supervisory review of the performance by Company personnel of manual controls associated with account analysis and the verification of the accuracy of electronic spreadsheets that support financial reporting were ineffective. This material weakness resulted in deficiencies in the operation of controls not being detected timely and in multiple errors in the Company’s preliminary 2007 financial statements, including errors in revenue, interest expense, and share based compensation.
 
The Company had not established policies and procedures to effectively oversee information received from third-party tax accounting service provider due to a lack of personnel with sufficient expertise in income tax accounting. Specifically, the Company’s policies and procedures were not sufficient to ensure the completeness and accuracy of the information provided by the service provider, the proper recording of such information in the Company’s financial statements and that appropriate evidence of the operation of related controls was maintained. This resulted in errors in the tax accounts and disclosures in the Company’s preliminary financial statements.
 
(c) Except as identified below, there has been no change during the first half of 2008 in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. In January 2008, the Company implemented new systems for financial statement consolidation and reporting of consolidated financial information. In addition, the Company has adopted a long-term staffing plan that is intended to bolster the Company’s Finance and Accounting resources, and it has added four new staff members since December 31, 2007 pursuant to this plan. It is anticipated that additional staff members will be added in the current year pursuant to this plan as well. Finally, during the second quarter of 2008, the Company engaged an outside third-party that assisted the Company in reviewing and updating the Company’s internal control structure and related documentation. This will assist the Company in remediating the material weaknesses identified as of December 31, 2007. We expect that these changes will likely have a material effect on the Company’s internal control over financial reporting in 2008.


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PART II. OTHER INFORMATION
 
ITEM 1.   LEGAL PROCEEDINGS
 
We are not a party to any pending material litigation nor are we aware of any pending or threatened litigation that would have a material adverse effect on us, our business or results of operation.
 
ITEM 1A.   RISK FACTORS
 
There have been no material changes to risk factors as previously disclosed in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 9, 2008.
 
ITEM 2.   UNREGISTERED SALES OF SECURITIES AND USE OF PROCEEDS
 
(a) In 2008, we issued 263,605 unregistered shares of our common stock.
 
(b) The shares were issued to former stockholders of ITS in accordance with the terms of the Merger Agreement between the Company and ITS dated July 26, 2007.
 
(c) As part of the purchase consideration for ITS, the Company agreed to provide the former shareholders of ITS with price protection related to the 2,216,653 shares issued to them for a period of one year from the date the shares were issued, which was August 10, 2007 (the “Closing Date”). Under the protection, if the volume weighted average price of our shares for the 10 trading-day period ended two business days before the six, nine and twelve month anniversary dates of the Closing Date was less than $11.15, the ITS shareholders had the right to put their shares back to the Company for a cash payment; provided, however, the Company had the right to issue additional shares of common stock in lieu of or in addition to cash to restore the former ITS stockholders to a total value per share equal to the issuance price. The Company elected to use the additional share option to the extent of 263,605 shares. Accordingly, no proceeds were obtained in connection with the issuance of the shares. As of June 30, 2008, all obligations to the former ITS stockholders have been fulfilled.
 
(d) The Company relied upon Rule 506 of Regulation D under the Securities Act of 1933, as amended, in connection with the issuance of the shares.
 
ITEM 3.   DEFAULTS UPON SENIOR SECURITIES
 
None


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ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
We held our annual meeting of stockholders on May 21, 2008, and the following matters were voted on at the meeting:
 
1. The election of Stephen S. Cole, Joseph J. Spalluto and William H. Washecka to serve for a three-year term of office or until their respective successor has been elected. The following chart shows the number of votes cast (in thousands) for the nominees as well as the number of broker non-votes:
 
                         
                Abstentions
 
                and Broker
 
Director
  For     Withheld     Nonvotes  
 
Stephen S. Cole
    25,432       3,853       0  
Joseph J. Spalluto
    25,337       3,948       0  
William H. Washecka
    25,980       3,305       0  
 
2. To ratify the appointment of KPMG LLP as our independent registered public accountants for the year ending December 31, 2008 (in thousands):
 
         
        Abstentions
        and Broker
For
  Against   Nonvotes
 
29,217
  50   17
 
3. To amend our 2005 Restricted Stock and Option Plan to increase the number of authorized shares (in thousands):.
 
         
        Abstentions
        and Broker
For
  Against   Nonvotes
 
21,880
  3,224   36
 
ITEM 5.   OTHER INFORMATION
 
None
 
ITEM 6.   EXHIBITS
 
             
  Exhibit 10 .9     Amended and Restated 2005 Stock and Option Plan (filed as Ex. 99.1 to our Form 8-K filed on April 22, 2008)
  Exhibit 31 .1     Rule 13a-14a Certification of Chief Executive Officer
  Exhibit 31 .2     Rule 13a-14a Certification of Chief Financial Officer
  Exhibit 32       Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(Subsections(a) and(b) of Section 1350, Chapter 63 of Title 18, United States Code)


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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.
 
ONLINE RESOURCES CORPORATION
 
Date: August 8, 2008
  By: 
/s/  Matthew P. Lawlor
Matthew P. Lawlor
Chairman and Chief Executive Officer
(Principal Executive Officer)
 
ONLINE RESOURCES CORPORATION
 
Date: August 8, 2008
  By: 
/s/  Catherine A. Graham
Catherine A. Graham
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)


34