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VeriSign, Inc. (VRSN)

Q2 2007 Earnings Call

July 26, 2007 5:00 pm ET

Executives

Ken Bond - Investor Relations

Bill Roper - President and CEO

Bert Clement - Chief Financial Officer

Mark McLaughlin – EVP, Products and Marketing

John Donovan – EVP, Worldwide Sales and Services

Analysts

Ed Maguire - Merrill Lynch

Sterling Auty - JP Morgan

Todd Raker - Deutsche Bank

Peter Kuper - Morgan Stanley

Scott Sutherland - Wedbush Morgan

Shaul Eyal - CIBC World Markets

Eric Kovensky - Jefferies & Company

Steve Ashley - Robert W. Baird

Bill Winslow - Credit Suisse

Kevin Buttigieg - A. G. Edwards

Rob Sanderson - American Technology Research

Presentation

Operator

Good day, and welcome to the VeriSign Incorporated second quarter 2007 earnings conference call. Today’s call is being recorded. At this time for opening remarks, I would like to turn the call over to Mr. Ken Bond. Please go ahead, sir.

Ken Bond

Thank you, Dixie. Good afternoon, everyone and thank you for joining us for VeriSign’s second quarter 2007 earnings conference call. I am Ken Bond, Director of Investor Relations, and I am here today with Bill Roper, President and CEO of VeriSign; and Bert Clement, our Chief Financial Officer. Also joining us remotely this afternoon are Mark McLaughlin and John Donovan, who will participate during the question-and-answer portion of the call.

The Q2 2007 press release is available on FirstCall, Market Wire, as well as the VeriSign Investor Relations website at investor.verisign.com. A replay of this call will be available beginning at 5 pm Pacific time via telephone at 888-203-1112 or 719-457-0820 for international callers. The pass code for both numbers is 6843620.

For those of you joining us via webcast, we invite you to view the slide presentation which accompanies today’s conference call. These same slides will be available for download from our website after the call.

Financial results in today’s press release are unaudited and the matters we will be discussing today include forward-looking statements, and as such are subject to the risks and uncertainties that we discussed in detail in our documents filed with the SEC.

Specifically, the most recent report on Forms 10-K and 10-Q and any applicable amendments, which identify important risk factors that could cause actual results to differ materially from those contained in the forward-looking statements. Additionally, financial results in today’s press release and the matters we will be discussing today may include non-GAAP measures used by VeriSign. A description of items excluded in our non-GAAP financial information is located on our website.

In a moment, Bill and Bert will provide some prepared remarks and afterwards, we will open up the call to your questions. Unauthorized recording of this conference call is not permitted. We anticipate the call will end at approximately 3 p.m.

With that, I would like to turn the call over to Bill.

Bill Roper

Thanks, Ken. In this call we are going to modify the call format and content somewhat from past practice. Our aim is to reduce the time allocated to prepared remarks, allowing more time for your questions by focusing our discussion on key parts of our business. Further, going forward we will limit our formal guidance to next quarter revenue and operating margins.

My opening comments will be followed by Bert with a discussion of the financial results for the quarter and our limited guidance for the third quarter. Lastly, our shares and thoughts as they relate to the business outlook and what we believe to be the primary areas of investor interest, including our strategic business review and our capital structure, before we move to the Q&A portion of the call. This tighter format will be supplemented with more detailed information in the slides accompanying this webcast which are available for download now.

So with that, let’s talk a bit about the second quarter. Q2 was a solid quarter as we reported total revenues of $368 million, which was consistent with our previous guidance. Non-GAAP earnings per share were $0.25, also in line with the prior guidance.

The solid financial performance was driven by our core franchises of naming and SSL. We ended the quarter with over 73 million domain names in the adjusted zone for dot-com and dot-net compared with 69 million names at the end of the prior quarter. And our installed base of SSL certificates totaled 883,000 compared to 850,000 search at the end of the first quarter.

The reorganization that we announced earlier this year is continuing to bear fruit as operating margins for the quarter improved to 21.6%.

In addition to naming Bert as our Chief Financial Officer this quarter, we also announced that Rick Goshorn has joined our staff as General Counsel, bringing 26 years of international business and legal experience to VeriSign. Congratulations to Bert on his well-deserved promotion and welcome aboard, Rick.

I am also pleased that Rusty Lewis who formerly managed our Internet Domain Registry business from 2002 to 2004 has agreed to rejoin VeriSign on a full-time basis to assist us with our strategic development activities. Bert, Rick and Rusty provide a great complement to our already strong operational team of Mark McLaughlin, John Donovan, Ari Balogh and Bob Korzeniewski.

Finally, I am also pleased that John Roach has been appointed to the company’s Board of Directors last week. John is the Chairman and CEO of Stonegate International, a private investment and advisory services company based in Dallas and was formerly Chairman, President and Chief Executive of Fiberboard Corporation. John will serve on the audit committee of the board and he brings a wealth of management experience to VeriSign. Welcome aboard, John.

I have been on the job for about two months now and I’ve talked with a good number of our key constituencies including customers, employees, business partners and of course, our shareholders. Over this time talking with people and asking a lot of questions, I have learned much about our opportunities and our challenges and we’ve begun to formulate some views on what we need to do to be successful going forward.

Now with that said, as my time here has been short, I will keep my comments fairly high level at this time with the commitment to you that we will provide more detail as part of our analyst day in November.

VeriSign is truly a great company with high-value products and services and very good positioning in the marketplace. Our core businesses have excellent brand identity and enjoy healthy economics, while our emerging businesses bring the company exciting opportunities for growth. As we look forward, we are optimistic about our third quarter and beyond, but of course we are not without our challenges.

Moving now to the business metrics for the second quarter, I’d like to start with our information and security product lines, which include our naming and SSL services. As stated earlier, our naming business continues to show strength as the registered names for dot-com and dot-net now exceed 73 million names, an increase of 27% year over year. This growth was driven in part by the 7 million net new registrations that we processed during the quarter as well as the renewals which continue to show strength with over 10 million transactions during the quarter. So combined, we processed over 17 million new registrations and renewals this quarter, eclipsing the last quarter’s record results.

Our renewal rate continues to remain strong, coming in at an estimated 76% for the second quarter which is consistent with prior periods. The underlying growth drivers are the same as we’ve discussed in prior quarters and growth came from all segments of the market including traditional corporate and small business, international and pay-per-click. The pay-per-click slice of the market remains a small but consistent part of our new name sales and overall base. Our digital infrastructure is now handling peak loads of 30 billion DNS requests per day, and that’s up about 60% from year ago levels.

As a reminder, we announced in April that effective October 15th the registry fees for dot-com and dot-net names will increase by 7% and 10% respectively to $6.42 and $3.85 a year.

Moving to our security services, we’ll start with our second core franchise SSL, which sold over 211,000 certificates during the quarter, bringing the installed base to 883,000. We are very pleased with this growth as it represents a 4% sequential growth in the base and a 13% year-over-year growth excluding GeoTrust.

We are also pleased with the results for our Extended Valuation or EV Certificates that we introduced last December. Demand for EV Certificates was solid in Q2 as bookings increased approximately 20% from the first quarter and our installed base of EV Certificates grew sharply. We are the number one provider of EV Certificates in the market at this time and we expect that the EV adoption cycle will be consistent with previous premium priced SSL products that we have had in the past.

The annualized average selling price across the entire base of VeriSign, GeoTrust and Thawte Branded certificates was $275, down from a seasonally strong first quarter which had an annualized ASP of $290. Now this decline really reflected a product mix shift as GeoTrust Branded certificates continued to grow faster than the overall portfolio and also the average term length increased to over 16 months, which contributed to the lower annualized ASP, but will also lower our future selling costs associated with obtaining renewals.

One of our primary emerging businesses is our identity services offering. The VeriSign Identity Protection program continues to be a great example of an Internet scaled service running on a global infrastructure to provide scalable and secure real-time validation capabilities that can support millions of online users. With PayPal’s official rollout in February and recent announcement of global availability, we have seen strong initial uptake of these credentials-backed consumers and expect to see this adoption continue to ramp throughout the year.

I’d now like to move to our Communication Services group where we report revenue in three categories. The first is digital content and messaging, which includes our wireless and broadband content services combined with our wireless messaging services. The second is communications and commerce, which includes our network, database and billing services. The third category is professional services, which is made up mostly of our wireless consulting and implementation capability.

Let’s start with digital content and messaging. We continue to see strong growth in the core messaging volumes and the business remains a key initiative for the company. However, the pricing environment is still challenging and we really don’t expect this to improve over the remainder of the year. In addition to the market pricing dynamics, last quarter we discussed some execution areas in this area as well. The good news here is that we are making progress on this front especially with our largest customers and we have aggressively focused resources on bringing stability to the technical platform.

We are also very pleased to have participated in the LiveEarth event earlier this month as we integrated our mobile messaging into the LiveEarth events around the globe to enable millions of participants to use their mobile phones to personally show their commitment to making a change for the environment.

On the content delivery front, we continue to see strong interest in our Intelligent Content Distribution Network or ICDN, which is based on our Kontiki peer-to-peer architecture.

Earlier this month, the BBC announced the launch of its iPlayer, which will be available to 26 million residents in the UK, making this one of the largest online video rollouts today. The BBC iPlayer which uses VeriSign’s Kontiki platform for content delivery will provide users the chance to enjoy their favorite programs whenever they want.

We also noted the external market activity in this area highlighted by product announcements and press releases. Clearly, there is a good deal of market and investor interest here and while we are encouraged by the strong interest in our ICDN, and our propriety Kontiki peer-to-peer technology, we continued to see broader content delivery market for rich media content as a nascent opportunity, one which will take time to develop into meaningful financial results.

In our legacy communications and commerce business, we continue to see growth in wireless billings at MetroPCS and Leap and we now support nearly 12 million wireless users with our billing and payment services platforms. These gains were offset by a decline in connectivity and database revenues as well as continued customer defections in our prepaid services business.

In closing our business review, last quarter we combined our consulting and implementation teams into a single professional services organization and our results this quarter were consistent with last quarter.

I would now like to turn the call over to Bert for a walk through of our financial results for the second quarter and guidance for the third quarter.

Albert Clement

Thanks, Bill and thanks to everyone for joining us this afternoon. As you can see from our results, we had a solid quarter with continued growth from both the Internet Services Group and Communications Services Group. Revenue and earnings per share were inline with our guidance.

Three noteworthy items occurred subsequent to the end of the quarter that I would like to call to your attention. The first is that over the last two weeks we filed both the 10-K for 2006 and the 10-Q for the first quarter 2007 bringing us current with the SEC.

The total non-cash stock-based compensation expense related to past stock option grants was $160 million, well below the $250 million we originally estimated. Additionally, we also received formal notification from the NASDAQ that the matter relating to the listing status of VeriSign on the NASDAQ marketplace has been closed.

Lastly, as part of the 10-Q filings for the first quarter, we disclosed our decision to sell Jamba services and as a result, Jamba services will be reported as discontinued operations until the final disposition which we expect to be in the third quarter. The non-GAAP results we will discuss throughout this call include continuing operations as well as Jamba services. For the second quarter, Jamba services generated revenue of $4 million and operating income of over $1.4 million.

So, let’s now turn to the financial results for the second quarter. For the second quarter, we reported total revenue of $368 million, inline with guidance provided during our last conference call. Revenues excluding Jamba grew 4% sequentially. We continue to see growth in all areas with the exception of our core communications business. As in past quarters, we are reporting revenue based on our two business segments; ISG and CSG.

The Internet Services Group were approximately 6% sequentially and 22% year-over-year with revenues of $225 million or 61% of total revenue. This growth was fueled by strength in the registry and SSL businesses.

The Communication Services Group reported revenue of $143 million for Q2 or 39% of total revenue. Excluding Jamba, CSG revenue was essentially flat quarter over quarter. CSG revenue is comprised of digital content and messaging, communications and commerce and professional services revenues. Digital content and messaging services revenue for the quarter was approximately $39 million, essentially flat after excluding Jamba services. Communications and Commerce revenue was $90 million for the quarter, flat sequentially.

Moving to international operations, the percentage of revenue driven from international customers, affiliates and subsidiaries were 16% as compared to 21% last quarter. The decline in international revenue is primarily due to the de-consolidation of Jamba. Cost of revenue for the second quarter was $147 million with a gross margin of 60.1% as compared to 60.5% in Q1. The slight decline in gross margin was driven mainly by the removal of Jamba from operating results as discussed during our last two conference calls and contract renewals in the business.

Turning to operating margin. Total operating expenses for Q2 were $141 million or 38% of revenue down in both dollars and as a percentage of revenue. The decline was expected with the removal of expenses related to Jamba and from the benefit of the reorganization realized this quarter. We saw similar benefits in other operational areas as well, driving non-GAAP operating margin of 21.6% for Q2 as compared with an operating margin of 18.6% last quarter.

Interest and other income for the quarter was $9 million. While this was above previous guidance on the strength of interest income, we are nevertheless disappointed as we had anticipated a higher contribution from the Jamba JV. We would expect this negative trend to continue through the remainder of the year.

GAAP net loss for Q2 was $5 million, with GAAP net loss per share of $0.02. Non-GAAP net income for the second quarter was $62 million. Non-GAAP earnings per share for Q2 was $0.25, which was inline with guidance. The non-GAAP earnings per share calculation gives us a diluted weighted average shares outstanding of approximately 249 million shares for Q2.

Now moving on to the balance sheet and cash flow items. Operating cash flow for the quarter came in at over $100 million and was positively impacted by continued strength in our core businesses of naming and SSL as well as prudent working capital management. Year to date, capital expenditures totaled $48 million with 19% attributable to ISG, 36% CSG and 45% for corporate infrastructure.

Our ability to consistently generate solid operating cash flow contributed to our already strong balance sheet with ending cash equivalents and short-term investments approaching $820 million, an increase of $80 million from last quarter. Net DSO for the second quarter came in at 44 days, an improvement of one day from the previous quarter. Deferred revenue ended the quarter at $691 million up $29 million from the previous quarter. The solid growth in deferred revenue was driven by the strength in our registry and SSL businesses.

Restructuring related expenses for the second quarter were $10 million in total with approximately $1 million related to headcount, $3 million for facilities and other charges and $6 million for equipment. Cash expenses related for the restructuring were $7 million.

So far this year we have reduced headcount by approximately 250 positions and we expect to reduce headcount in other 100 positions during the second half of the year. We ended the quarter with 4,420 people.

Moving now to guidance for the third quarter. For the third quarter, we anticipate revenue will be approximately $370 million to $380 million, which reflects organic growth of 2% to 4% quarter over quarter, driven by most areas of the business.

Looking at our expectations for the Internet Services Group, we anticipate relatively consistent growth coming from our naming and SSL businesses. In the Communication Services Group, we expect slight growth reflecting continuing carrier consolidation in the communications business and challenging market dynamics in the messaging business.

Turning to operating margins for Q3, we expect operating margins for the third quarter will be approximately 23%, up from 21.6% this quarter.

So, in summary, we are pleased with the results this quarter. As we look to Q3, the solid performance we expect from the Internet Services Group and traction in some of our growth businesses as well as continued positive results from the restructuring provide us the base from which we can continue to grow revenue and profit in the second half of 2006.

Let me now pass it back to Bill for the business outlook.

Bill Roper

Thanks. As Bert just mentioned, we continued to see strength in our core businesses as both our registry and SSL business appear poised for another solid quarter. We are also focusing on the development of several emerging businesses which include content delivery, messaging and identity services.

As discussed earlier, pricing dynamics remained challenging in our messaging and our communications businesses. From an internal management perspective, our recent financial filings made clear the need for a higher level of discipline in our business processes and efforts are well underway on this front, but this is something that we will need to consistently strive to improve upon.

We also need to focus our resources on a more limited set of meaningful growth opportunities to improve our rate of success as a company. This focus does suggest some fine tuning of our strategic business portfolio. Now I realize that I have discussed our challenges a little more than our strengths, and this was somewhat deliberate as we wanted to emphasize our focus on managerial discipline. But, this in no way should overshadow the strengths in our core businesses and the growth opportunities that we have in our emerging businesses. Our financial position is strong, allowing us to invest in our core and emerging businesses to maintain our growth, to expand our operational leverage and at the same time to improve the efficiency of our capital structure.

On that note, I would like to turn the discussion to areas that I believe are of high interest to investors based on conversations we’ve had to date with many of you since joining VeriSign eight weeks ago. These topics include the status of our strategic business review and our capital structure.

As a reminder, we initiated a company-wide reorganization in January when we essentially turned the organization chart 90 degrees on its side going from a business unit structure to a functional organizational structure. As a result, we expect that we will be able to realize annualized cost savings of approximately $50 million a year. This reorganization which started in January is ongoing with the majority of the headcount reductions having already occurred, but this is not the destination as much as it is the first step in our continual process of fine tuning.

As the next step, we began a product review in order to understand how each of our services and products fit into the company in terms of market position, financial performance, growth potential and customer relationships. I am sure that many of you will agree that this is a healthy practice for any company today and one that was already underway prior to my being named Chief Executive. While this product review is underway, I should stress that we are being thorough and disciplined in our approach. So until we complete this effort, it is premature to discuss any other specifics. That said, please be aware that we are addressing these matters with a healthy sense of urgency.

The second area that I suspect is on the minds of investors is our capital structure. This is an area where I have a fair amount of experience and we believe is an avenue to unlocking shareholder value over time. As Bert discussed earlier, our balance sheet continues to be strong with cash and equivalents in excess of $800 million and of course, we have the ongoing ability to generate healthy operating cash flows.

In total, we are in an excellent position to continue to invest with greater discipline in our businesses and to the extent that we do not see investment opportunities which meet our risk adjusted return threshold, we will seek effective and efficient means of returning cash to our shareholders through initiatives like our share repurchase program.

As a reminder, the board authorized a $1 billion share repurchase program last year and we would expect to resume this program in the third quarter.

Earlier in the call, I mentioned the topic of financial guidance. Beginning this quarter we will provide guidance on next quarter revenue and operating margin, which we believe are the key metrics to measuring the progress of our efforts. In addition, we will continue to provide the high-level commentary about longer-term trends we expect to see in our business as we have done today. We recognize this is a change from prior practice, but after discussing this in detail, Bert and I decided that due to the ongoing review of our strategic business portfolio, this was the right time to make the change. We would encourage you not to read anything into the change other than we believe it will be prudent to limit our guidance to the two key metrics mentioned for the time being.

With that said, we do expect strong organic revenue growth accompanied by margin expansion and earnings acceleration as we go forward.

In summary, Q2 was a solid quarter in terms of key financial metrics. We are pleased with our future prospects, the strength of our executive team and our tremendously talented employee base. I would like to conclude my remarks by thanking our shareholders, our customers, our employees and our business partners for their continued support.

With that, we would like to open the call for your questions.

Question-and-Answer Session

Operator

(Operator Instructions) We’ll go first to Ed Maguire from Merrill Lynch. Please go ahead.

Ed Maguire - Merrill Lynch

Good afternoon. Following up on your comments on capital structure, I was wondering if you could talk about your thoughts in terms of using debt to bolster the balance sheet, the appropriate timing and mix of share buy-backs, and also on CapEx in the re-filed K you mentioned potentially spending about $200 million in CapEx this year for the new data center. As we look forward, is this a level you believe is likely to be sustained or do you see leverage at least on these initial investments around product tighten?

Bill Roper

Okay, Ed, a couple of questions there and I will try to cover both of them. We do believe the capital structure is inefficient, it’s an avenue for unlocking shareholder value, as we said, and we do intend to resume our repurchase program this quarter. There is an authorized $1 billion out there. We only repurchased about $15 million worth of shares last year before we had to go dark so there is a lot of room there.

Regarding using debt, we might consider using debt at some time in the future. We have not ruled anything out there. We want to be efficient and effective in our repurchase program but we do think there is value to be unlocked.

I think your second question was basically on capital expenditures and somewhere in the materials, you’ll see that so far this year, we’ve spent around $50 million on capital expenditures, so you can see that it is actually unlikely we’ll hit the $200 million this year.

We do have a new data center going in and a number of other things that are going on and would tell you that you shouldn’t expect that level of capital expenditures on a go-forward basis that would be needed to sustain the enterprise.

We do feel that we are obligated to capitalize our business well and to be ahead of the growth curve in units and in terms of capabilities, of handling volumes on the global infrastructure, but I don’t think you’ll that level of CapEx going forward.

Ed Maguire - Merrill Lynch

And just a quick follow-up on the certificate business with the average yearly price declining quarter over quarter but term lengths extending, could you comment a little bit more granularly about where you are seeing the potential adoption of the extended validation certificates and where the growth in your product mix is maybe stronger?

Bill Roper

I think there’s two things going on there. The longer term gives a lower rate and therefore a lower annualized selling price but you know, we have much lower acquisition and renewal costs, so the benefit of the extended term is very clear.

What was the second part of your question?

Ed Maguire - Merrill Lynch

Really just wondering about, among the extended validation certificates and the standard and high-bit or 128-bit, where you might be seeing the greatest traction?

Bill Roper

EZ is a product extender and a premium priced product and we are fortunate today we’ve got Mark McLaughlin on the line, and if the technology works, I’d love to ask Mark to provide you with a little color there.

Mark McLaughlin

We continue to see strong traction in financial services and retail sites, web retail sites The go-to-market there hasn’t change and the adoption hasn’t change and where you’d expect to see it there and both are getting good traction, and EZ has doubled from last quarter, so we are doing pretty well there.

Ed Maguire - Merrill Lynch

Thanks.

Operator

We’ll go next to Sterling Auty from JP Morgan. Please go ahead.

Sterling Auty - JP Morgan

Thanks. Two questions, the first one, on the guidance you gave for next quarter for revenue, does that include or exclude the Jamba! services?

Albert Clement

That excludes Jamba! services.

Sterling Auty - JP Morgan

Okay, and then on the domain name business, the trajectory that you are seeing, you mentioned the three key drivers, is there any reason that should change? Are you expecting the momentum in that business to continue at this level for the foreseeable future?

Albert Clement

We expect those levels to continue at this time. We don’t have any other indicators in the marketplace to tell us otherwise for now.

Sterling Auty - JP Morgan

Okay, great. Thanks.

Operator

We’ll go next to Todd Raker from Deutsche Bank. Please go ahead.

Todd Raker - Deutsche Bank

Hi this is Bryan for Todd. I guess first, as you talk about fine-tuning your business portfolio and taking $50 million in cost-out, can you talk maybe more --

Ken Bond

Bryan, this is Ben Bonds. I apologize, but you are breaking up. We can’t hear you.

Todd Raker - Deutsche Bank

Can you talk about -- let’s talk about your $50 million in operating, in restructuring costs you can take out on an annualized basis. Can you talk about more strategically as you are going through the strategic review, how much you can take out in operating losses? Can you quantify that potentially for us over time?

Bill Roper

Let me try to repeat the question. We still didn’t get you with a lot of clarity. I think you asked in our strategic review that we are going through, were we going to remove businesses that were operating at a loss -- was that the question?

Todd Raker - Deutsche Bank

Yes, as you go through that, the unprofitable, unstrategic businesses, can you quantify what the impact of that might be over time?

Bill Roper

No, we’re not talking about that at this time. The review isn’t complete and it would be premature to talk about it but we are looking at businesses to determine whether they really fit from a standpoint of market positioning, economics, our ability to create sustainable advantage and competitive barriers. If they fit within those categories, we are going to invest and build in them and if they don’t, we’re going to take a good hard look at them. But we are still, we’re mid-process. It’s too early to comment.

Todd Raker - Deutsche Bank

Fair enough. I guess on the DNS business, your first price increase goes through October 15th. Can you give us some insight when you potentially could push the second price increase through? Is that a year from October 15th or is that the beginning of next year?

Ken Bond

Bryan, I apologize. We’re having a very difficult time hearing you.

Bill Roper

I think you asked when would we be able to have the next price increase. Why don’t we turn that one over to Mark.

Mark McLaughlin

Sure. On the price increases, contractually we can do the price increases four out of the next seven years, so we could announce a price increase at any time we thought it was need there. So it is not limited by anything other than the four out of seven years in the contract.

Todd Raker - Deutsche Bank

Are those calendar years?

Mark McLaughlin

Those are calendar years.

Operator

We’ll go next to Peter Kuper from Morgan Stanley. Please go ahead.

Peter Kuper - Morgan Stanley

Thanks. Can you hear me okay?

Bill Roper

Yes.

Peter Kuper - Morgan Stanley

At the risk of asking two questions like everyone else, one I think is an easy one that you are not going to answer but just in case, you talk about strategic review, the comms business is one that has been dragging on it. Is this a business though that is strategically too important to the overall VeriSign services model to just say well, it’s not growing as fast, it’s capital intensive to divest -- maybe that is an easy question, in a sense.

The other question is more on the longer term targets. I know we are not talking about guidance going forward but from the operating margin efficiency ratio, it sounds like operating margins are coming. They are getting better but a little bit lower than I was anticipating. Is this on track for 25% the way they old model used to talk about, or is that just up for review at this point?

Bill Roper

You’re right on the first one. We’re not going to comment. It really is premature, so nice try.

On the op margins, as you noted I think Bert suggested that we expect to be around 23% in the third quarter. I know that there is an expectation out there that we will reach 25% in the fourth quarter or exiting the year or whatever. We’re not -- let me say it like this; that is certainly doable. I just don’t want to be hamstrung by an arbitrary number if the right kind of investments should come along and that we should make them. Other than that, we are on track, the right things are happening. You can see the impact of the reorg that we did at the beginning of the year and it is coming through. So that certainly is an achievable number. We want to make sure that we don’t make arbitrary business decisions to hit a number that would not be the right answer for the business in the long run.

Albert Clement

I think to add to that, the trend is definitely going in the right direction, from 18.6 in Q1 to 21.6 in Q2, 23% in Q3, and I think you can deduce it from there.

Peter Kuper - Morgan Stanley

Okay. Thanks very much.

Operator

We’ll go next to Scott Sutherland from Wedbush Morgan Securities. Please go ahead.

Scott Sutherland - Wedbush Morgan

Just two questions, a quick follow-up questions on the domain names. Is it at your discretion they can raise the prices in the next four years and leave the last three year for approval, so you can raise in any four years you want?

Bill Roper

Mark, why don’t we let you handle that one?

Mark McLaughlin

Sure. So it is any four out of the next seven years.

Scott Sutherland - Wedbush Morgan

The second question I had was on your commerce and communications segment. How would you categorize the operating margins versus the corporate average?

Albert Clement

The operating margins in general are lower than the corporate average.

Scott Sutherland - Wedbush Morgan

Would you say mid, high teens?

Albert Clement

In that range, yes.

Scott Sutherland - Wedbush Morgan

Great. Thank you very much.

Operator

We’ll go next to Shaul Eyal from CIBC World Markets. Please go ahead.

Shaul Eyal - CIBC World Markets

Thank you very much. Good afternoon. Also two quick questions on my end; Billy, we’re talking about some challenging market dynamics on the messaging front. Could you provide us with more color? Is it ASPs? Is it just going to be consolidation, a weakening telephone environment -- just one point?

Bill Roper

You’ve hit on several of them but again, we’ll get Mark to provide a little bit of color.

John Donovan

This is John. Maybe I can do that just from a customer perspective. I think that the dynamics in the marketplace are such that there’s been heavy competition, a lot of privately funded firms and so we’ve seen some sale price compression but more importantly, what we’ve seen is a need to tighten down the process across the value chain, like in the carrier environment where there were a lot of failed attempts. And so it is really just a consolidation that is a combination of customers discriminating in the types of things they are buying, the entire value chain trying to tighten down and get higher quality, and then several companies that are trying to consolidate volume so that they can be well-positioned to capture the future. So I expect we’ll bump along here for a little bit but feel very good about where we’ve been positioned, the quality improvements that we’ve made in the platform itself, and the effectiveness of our more broadly reaching sales channel than most of our competitors to get in and manage through this entire value chain in that messaging and content platform.

Shaul Eyal - CIBC World Markets

Great. Thank you for that. That was very helpful. Second question, Bill; eight weeks into the review process, maybe a simple question yet a challenging one -- maybe in one line, two liners, can you define VeriSign to us? How do you see it?

Bill Roper

Well, yes. I’ll try again. We try to do that in remarks. We just finished what I would describe as a solid quarter. Our prospects going forward, especially in our core franchises, look very good. We’ve got a great team. We’ve got good products. We’ve got good brand recognition and customer relationships. We are working on challenges such as our business processes. We are doing a lot of work in the area of execution, things like that. We’ve strengthened the team with a couple of additions and promotions from within and I feel very good about where we are and where we are going.

Shaul Eyal - CIBC World Markets

All right. Thank you very much and good luck.

Operator

We’ll go next to Katherine Egbert from Jefferies. Please go ahead.

Eric Kovensky - Jefferies & Company

Hi, this is Eric [Kovensky] on for Katherine Egbert. My first question is on operating cash flow. You guys said you had over $100 million in the quarter. That number seemed a little volatile and I was wondering if you could provide some color on what would be a normalized basis.

Albert Clement

Our current view on that, it should be in the $100 million range. Q1 is usually a low quarter for us with various things that happen around year-end and other things inside the company around bonuses and DNO insurance and those kinds of things, but I would expect about $100 million per quarter.

Eric Kovensky - Jefferies & Company

Okay, great. Secondly, do you have any additional color on timing on how you are going to look at the $1 billion stock repurchase?

Bill Roper

The what?

Eric Kovensky - Jefferies & Company

I’m sorry, the $1 billion you guys have in the stock repurchase. Do you have any color on timing and how you are looking at that?

Bill Roper

We are looking at various ways, various initiative for efficiently and effectively dealing with the capital structure. We are not commenting on the specifics at this time. We are indicating that our intention will be to restart the program this quarter and other than that, we are really not talking a lot.

Operator

We will go next to Steve Ashley from Robert W. Baird. Please go ahead.

Steve Ashley from Robert W. Baird

I’d actually just like to follow-up on a question that was just asked here recently and that has to do with how you define yourselves. As part of the strategic review, have you had to go back and look at your mission statement and kind of review who you think you are as a company, has there been any change to that?

Bill Roper

I think the right way to think, obviously when you go through the company, you should start with what are your strengths, where do you have the right kind of capabilities, where do you have the right kind of customer relationships, where do you have the ability to build great businesses with competitive barriers and so forth, and you start from that.

The team has done a great job of going through the portfolio and looking at all of our businesses, looking at how they are positioned, who the competitors are, what the economics in the marketplace are and so forth. It’s been very thorough, it’s been very exhaustive. I mentioned we have a healthy sense of urgency, so this will not be analysis/paralysis, but we are going to do it right and maybe I would pass it to say John, and see if John has any insight on this as well.

John Donovan

I think historically what we did is we looked for large end markets that were rapidly growing where there were third-party transactions and a managed service model could succeed and we expected that we could build the technology advantage over time. And then when you start to compound a lot of those on top of one another, you start to get a diseconomy of scale by losing some focus and getting spread a little too thin.

I think what we did is we narrowed the knot hole and just making sure that we get technology leverage and that Harry and his team can provide us a sustained advantage. As Bill talked about barriers, we are talking about specific franchise technology barriers. We’ve also tied the knot hole a bit and looked more heavily at distribution to make sure that the market growth was occurring in geographies where we could effectively distribute. And then, we just re-looked at how we are distributing to make sure that we have feet on the street where we need it.

Once you go through that, you start to look for efficiency from end-to-end in the system. In your data centers, in your technology, in your product development and product management, and your go-to-market both direct and indirect, and then making sure your geographic alignment and you can expect the result of that is that you have a more efficient system in moving a customer dollar back through the system and taking it from order to cash.

So we’ve taken a comprehensive view. As Bill said, I think we’ve tightened the knot hole to look at the entire business system and then we’ve put a really practical constraint in looking at how we could effectively go and win in these games and we are just taking a more aggressive approach towards winning on a sustained basis in areas that have all of those dimensions.

Operator

We will go next to Bill Winslow - Credit Suisse. Please go ahead.

Bill Winslow - Credit Suisse

I was wondering if you could just spend a minute on the core comps business, signaling and database. What trends are you seeing from a margin perspective there and also you previously have been talking about the international opportunity, particularly over in Asia. I was wondering if you could just discuss that and how you see that ramping as well?

Bill Roper

Well, you asked a couple of questions there and I think we covered some of that in prepared remarks, but Mark may want to comment on your first question and John may want to comment on your second.

John Donovan

I’ll start on the second half and talk about Asia. I will generalize geographically and just say that we included in the reviews that we are doing not just the technology and product and business unit dimension, we are also looking internationally at the growth characteristics, the portfolio and our distribution strategy. We are certainly extremely enthused about the Asia Pacific region. We have, as you know, VeriSign Japan, as an entity. We have historical strength in Australia and New Zealand market and as inCode was brought in late in the fourth quarter, inCode had a reasonable foundation and operating history in China.

So, we have come back and really started in each geography to prioritize our countries. We think that we can do materially better in the Asia Pacific region as a percentage of revenue. We think that the portfolios that we will ultimately end up emphasizing when you look at the growth characteristics and when we complete this review, we will be very tightly aligned with the growth characteristics of the APAC region.

We’ve been very focused in business development efforts and in our channel development as well as in both indirect channel partnerships and building direct sales and distribution capability throughout Asia Pacific in anticipation of this. We think that we will be heavily focused on Australia/New Zealand and will continue obviously, in Japan. But we are going to renew our emphasis in China and India and then selectively in South East Asia for certain products.

We are being laser focused about the combination of the product in the country to ensure that we are not wasting precious distribution resources and the reverse, that every good product we have that we are taking it globally to everywhere that the market have the growth characteristics.

Bill Roper

Mark, do we have you online?

Mark McLaughlin

I am here Bill.

Bill Roper

I think the first part of the question related to the comps business, do you want to comment on that?

Mark McLaughlin

I think that’s what John was speaking to as well, unless we didn’t get the question answered.

Bill Roper

Was it the margins?

Bill Winslow - Credit Suisse

The turn you’ve been seeing over the past couple of years in margins, they are just, you know, what type of decline and has it begun to stabilize et cetera?

John Donovan

If you look at the market dynamic in the comps business, there are a number of the comps businesses that have either fragmentation of competition or historically have had heavy capital requirements and then much lower ongoing OpEx requirements. So it has the characteristic of the types of markets that would be heavily competed for. What we’ve found is, I think over the last couple of quarters that we on average were measuring success historically by whether we could take our fair share of the market and measure what percentage of price decline we could avoid.

I think we’ve re-looked at that business in a much more aggressive fashion to look at taking share and I think that the characteristics of that business is that margins are going to go with volume. So, I think that we are probably at the point now where we think the margins will be stabilized given where we are and we are very pleased with the performance of the sales team in the comp sector, particularly over the last couple of quarters.

Operator

We will go next to Kevin Buttigieg - A. G. Edwards. Please go ahead.

Kevin Buttigieg - A. G. Edwards

Thank you, and thank you for your comments about the strategic review process. Obviously, we are all trying to get a handle on how VeriSign could go through this process. I do want to get a little bit more clarity on that if you wouldn’t mind giving it another shot.

I understand what you are talking about in terms of taking a look at the approach of VeriSign’s various businesses on a business-by-business basis and sort of evaluating your position there, as well as the market characteristics and the economics. In my mind, it seems clear that there are probably some businesses that VeriSign is in that are probably losing money at this stage of the venture and probably aren’t very strategic to you. On the other hand, there is probably some businesses that have poor market dynamics, but are positive contributors to earnings per share and to operating cash flows. Obviously I am thinking a bit about some of the businesses within the communications practice.

As you go through this process, how are you going to balance the businesses that might not be such good businesses, but might be positive contributors to VeriSign currently from a financial perspective?

Secondarily to that, you talk about investments. What might be your policies surrounding acquisitions as a means to further shore up your position in chosen markets or perhaps expand into new ones?

Bill Roper

I think that’s an insightful question. We do have some businesses that fall into the two categories you name, as well as some businesses that don’t fall in either one of those categories. Some of these are tough calls, but we are looking at them hard and the staging and the timing of that and who the business partners might be really is more of an art than a science and that’s one of the reasons why we have taken a little more time in all of this, because it relates to our talented work force, it relates to a number of other issues.

You also asked about acquisitions, we have the financial wherewithal and desire to invest in our business including M&A where we understand what we are requiring and we understand how it fits and how it helps us achieve a means to an end of building a business, both in some of the earlier stage businesses and some of the other. So, we will do that. We are going to be a little more judicious and a little more thoughtful maybe than in the past and we are going to be a lot more forceful on the execution and integration when and if we do make these choices.

But, you should expect to see that at some point, we can continue to do acquisitions in our space when we can identify the right properties that we can think that we can acquire and we can manage well and we can acquire in a reasonable valuation level.

Operator

We have time for one last question. That question will come from Rob Sanderson - American Technology Research. Please go ahead.

Rob Sanderson - American Technology Research

Great, thank you very much. A couple of quick ones. First, you’ve just recently completed a very extensive review and audit. Can you give us a sense of magnitude of professional accounting and legal fees that may have been involved in that process?

Albert Clement

Over the last 12 months, external fees has amounted to about $16 million. We’ve not put a value on any of the internal time.

Rob Sanderson - American Technology Research

What’s your current estimate of VeriSign’s market share in the wireless messaging and then, you mentioned competitors are consolidating share here. Just how fragmented do you see that market?

John Donovan

Right now we would view what we call core messaging, but our view is that we have about 50% share right now of the U.S. market, limited share outside the U.S. and we think that we are considerably larger than anybody in that portfolio. So, in any given carrier you could find as many as 15 direct connections and as many as a dozen physical aggregators and so there are a number of players out there that are bumping along with really no leverage of other products to sell nor other things to bundle in. So I feel good about how that market is coalescing. As I said, I believe it will bump along here for a little bit.

But the underlying messaging increases and the characteristics of that are outstanding and we think we have a very favorable position. Linking to one of the earlier questions, the big challenge is that we have to ensure that we are carrier grade in everything that we do, that we are providing high availability and so we are going through and ensuring that as we do this portfolio review, that we are keeping the things that are vital to customers that have been bundled up effectively together. Getting that last little bit of the strategic review together has profound consequences when you look at how you are winning in the customer marketplace.

Operator

Having no more questions, I would like to turn the call back over to Mr. Ken Bond for any additional or closing remarks.

Ken Bond

Thank you, Dixie. We anticipate that our next quarterly conference call will reflect our third quarter 2007 results and will take place on Thursday, October 25th, at 2 pm Pacific time, 5 pm Eastern time. Final confirmation of this date will be provided the first business day after the close of the quarter on October 1st.

I would also like to remind you that in light of regulation FD, VeriSign plans to retain its long standing policy to not comment on its financial guidance during the quarter unless it is done through a public disclosure. Please call the investor relations department with any follow-up questions from this call. Thank you for your participation and continued support. This concludes our call. Thank you and good evening.

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Source: VeriSign Q2 2007 Earnings Call Transcript
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