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Online Resources Posts Second Quarter 2007 Results

Core Earnings Strong Sequentially; Company Announces Agreement to Acquire Biller Service Provider

CHANTILLY, Va.--(BUSINESS WIRE)--Online Resources Corporation (Nasdaq:ORCC), a leading provider of web-based financial services, today reported financial and operating results for the three months ended June 30, 2007.

The following results include the impact of the acquisition of Princeton eCom on July 3, 2006, and reflect material additional revenue and costs, including $3.6 million in acquisition financing costs, not included in core net income in 2006.

  • Revenue was $31.9 million, up 84 percent from $17.4 million in second quarter 2006.
  • Earnings before interest, taxes, depreciation and amortization (Ebitda), a non-GAAP measure, was $7.8 million, an increase of 89 percent compared to $4.1 million in the prior year.
  • Net loss available to common stockholders was $1.2 million, or $0.04 per diluted share, compared to net income of $1.4 million, or $0.05 per diluted share, in the prior year.
  • Core net income, a non-GAAP measure, was $1.9 million, or $0.07 per diluted share, compared to $2.2 million, or $0.08 per diluted share, in the prior year.

"Second quarter fundamentals were strong," stated Matthew P. Lawlor, chairman and chief executive officer of the Company. "Core earnings were up significantly from first quarter 2007 and Ebitda margin expanded as expected. Our performance was driven by continued revenue growth on seasonally appropriate bill pay transactions, leverage in our business model, and the absence of one-time accounting charges we incurred last quarter."

Lawlor added, "In the second half of the year, we see continued strong billpay growth and expanding Ebitda margin, although we have been impacted by a lengthening new client sales cycle and the previously announced migration of several clients off our platform."

In a separate announcement, the Company stated it has signed a definitive agreement to acquire Internet Transaction Solutions, Inc. (ITS), a biller service provider, for $45 million in stock and cash.

"The acquisition of ITS further positions the Company to drive shareholder value by creating some exciting new distribution channels," said Lawlor. "Additionally, the Princeton integration is behind us. Cost synergies have been achieved, our reorganization is complete and related new product initiatives are progressing well. While we are cautious about the timing and impact level of these opportunities, we expect them to provide strong revenue and core earnings expansion in 2008."

2007 Business Outlook

The Company provided guidance for the third quarter and updated its full year 2007 guidance, including the impact of its pending acquisition of ITS. Guidance does not assume the release of any additional tax valuation allowance in 2007, though the Company may do so. These statements are forward-looking, and actual results may differ materially.

                    Third Quarter                  Full Year
             ---------------------------------------------------------
              2006        2007       %     2006        2007       %
             Actual     Guidance   Change Actual     Guidance   Change
----------------------------------------------------------------------
Revenue ($
 millions)     $28.3     $33.5-34.5   20%   $91.7   $135.0-138.0   49%
----------------------------------------------------------------------
Ebitda
 (a)(b)         $5.9       $8.3-8.9   46%   $20.5     $33.0-34.5   65%
----------------------------------------------------------------------
                        Earnings ($ per share)
----------------------------------------------------------------------
Net Loss to
 Common (c)  $(0.13) $(0.06)-(0.04)   n/a $(0.16) $(0.42)-(0.39)   n/a
----------------------------------------------------------------------
Core Net
 (Loss)
 Income
 (a)(d)(e)   $(0.01)     $0.06-0.08   n/a   $0.16     $0.28-0.31   84%
----------------------------------------------------------------------
                        Share Count (millions)
----------------------------------------------------------------------
Basic           25.6           27.5    7%    25.5           27.1    6%
----------------------------------------------------------------------
Fully
 Diluted
 Shares (f)     27.0           29.7   10%    27.0           29.2    8%
----------------------------------------------------------------------

(a) The Company uses non-GAAP (Generally Accepted Accounting Principles) financial measures, including Ebitda and core net (loss) income, to evaluate performance and establish goals. It believes that these measures are valuable to investors in assessing the Company's operating results when viewed in conjunction with GAAP results.

(b) Ebitda is defined as earnings before interest, taxes, depreciation, amortization, preferred stock accretion and equity compensation expense.

(c) Third quarters 2007 and 2006 and full years 2007 and 2006 net loss available to common stockholders per share is calculated using the number of weighted-average shares outstanding (basic), not fully diluted shares.

(d) Excludes amortization of acquisition-related intangible assets of approximately $1.8 and $2.3 million for the third quarters of 2007 and 2006, respectively, and $8.6 and $5.0 million for the years 2007 and 2006, respectively. Excludes equity compensation expense of approximately $1.3 and $0.6 million for the third quarters of 2007 and 2006, respectively, and $3.7 and $2.5 million for the years 2007 and 2006, respectively. Excludes write-off of fees and other expenses related to senior debt refinancing of approximately $5.6 million in the full year 2007. Excludes preferred stock accretion related to the redemption premium of $0.4 million for the third quarters of 2007 and 2006 and $1.5 and $0.8 million for the years 2007 and 2006, respectively. Excludes costs related to the fair market valuation of the escalation accrual on the preferred stock of $0.1 million for the third quarters of 2007 and 2006 and $0.3 and $0.2 million for the full years 2007 and 2006, respectively. Includes preferred stock accretion of approximately $1.8 million for the third quarters of 2007 and 2006 and $7.0 and $3.5 million for the years 2007 and 2006, respectively.

(e) Core net (loss) income is defined as net loss available to common stockholders before the amortization of acquisition-related intangible assets, equity compensation expense, merger-related charges, restructuring-related charges, impairment charges, cumulative effect of change in accounting methods, income tax benefit from the release of valuation allowance, non-recurring tax charges, costs related to the escalation accrual on the preferred stock and preferred stock accretion related to the redemption premium. Some or all of these items may not be applicable in any given reporting period.

(f) Only used for the purposes of calculating core net (loss) income per share.

Today's Conference Call and Web Cast

The Company's management will host a conference call to discuss the results today at 5:00 p.m. ET. The conference call dial-in number is (800) 938-1087 for domestic participants and (706) 679-7266 for international participants. Alternatively, a live web cast of the call will be available through the "Investors" section of Online Resources' web site at www.orcc.com. The call and web cast will be recorded and available for playback from 8:00 p.m. ET on July 26th until midnight on Thursday, August 2nd. For the conference call playback, dial (800) 642-1687 for domestic participants and (706) 645-9291 for international participants and enter code 6346632. For web cast replay, go to the "Investors" section of www.orcc.com.

About Online Resources

Online Resources powers web-based financial services for 2700 financial institutions, billers and credit service providers. Its proprietary suite of account presentation and payment services are branded to its clients, and augmented by marketing services to drive consumer and business end-user adoption. The Company serves over 10 million end-users and processes $100 billion in bill payments annually. Founded in 1989, Online Resources (Nasdaq: ORCC; www.orcc.com) is recognized as one of the nation's fastest growing companies.

This news release contains statements about future events and expectations, which are "forward-looking statements." Any statement in this release that is not a statement of historical fact may be deemed to be a forward-looking statement. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the company's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Specifically factors that might cause such a difference include, but are not limited to: the company's history of losses and anticipation of future losses; the company's dependence on the marketing efforts of third parties; the potential fluctuations in the company's operating results; the company's potential need for additional capital; the company's potential inability to expand the company's services and related products in the event of substantial increases in demand for these services and related products; the company's competition; the company's ability to attract and retain skilled personnel; the company's reliance on the company's patents and other intellectual property; the early stage of market adoption of the services it offers; consolidation of the banking and financial services industry; and those risks and uncertainties discussed in filings made by the company with the Securities and Exchange Commission, including those risks and uncertainties contained under the heading "Risk Factors" in the company's Form 10-K, latest 10-Q, and S-3 as filed with the Securities and Exchange Commission. These factors should be considered in evaluating the forward-looking statements, and undue reliance should not be placed on such statements.

                     Online Resources Corporation
                       Quarterly Operating Data
                             (Unaudited)

                                      Total                 % Change
                        ---------------------------------- -----------
                                                           2Q07  2Q07
                                                            vs.   vs.
                        2Q06  3Q06(1) 4Q06(1) 1Q07   2Q07   1Q07  2Q06
BANKING SERVICES
  Users (#K)            1,666   3,638   3,836 3,899  4,317   11%  159%
    Account
     Presentation (#K)    776     849     916   826    989   20%   27%
    Payments (#K)(2)    1,054   2,962   3,097 3,260  3,522    8%  234%

  Adoption Rate (%)
    Account
     Presentation(3)    25.2%   26.3%   26.5% 26.4%  27.7%    5%   10%
    Payments(4)          9.7%    5.7%    6.0%  6.3%   6.7%    6%  -31%
      Full Service(4)    9.2%    9.5%    9.9% 10.3%  10.7%    4%   16%
      Remittance
       Only(4)          10.4%    4.9%    5.2%  5.5%   5.8%    5%  -44%
      Same Store(5)     10.5%   11.0%   11.3% 11.6%  12.0%    3%   14%

  Other Metrics
    Bill Payment
     Transactions (#M)   14.2    36.0    38.0  40.8   42.1    3%  196%
    Clients               877   2,344   2,360 2,381  2,425    2%  177%

eCOMMERCE SERVICES
  Users (#K)(2)         1,740   4,474   5,001 5,610  6,143   10%  253%
    Account
     Presentation (#K)  1,740   1,960   2,375 2,598  2,709    4%   56%
    Payments (#K)           0   2,514   2,626 3,012  3,434   14%    nm

Other Metrics
    Bill Payment
     Transactions (#M)    0.0     5.3     5.7   6.7    7.7   13%    nm
    Clients(6)              9     244     258   278    295    6% 3178%

TOTAL COMPANY
  Users (#K)(2)         3,406   8,112   8,837 9,509 10,460   10%  207%
  Bill Payment
   Transactions (#M)     14.2    41.3    43.7  47.5   49.8    5%  250%
  Clients                 886   2,588   2,618 2,659  2,720    2%  207%

Notes:

(1)Excludes Citizens Bank of Rhode Island, a legacy Princeton eCom client that departed in December 2006.

(2)Only includes users that have been active over the past 90 days or were otherwise billable.

(3)The number of account presentation end-users with checking accounts divided by the 2.1 million total launched checking accounts held with our account presentation banking services clients.

(4)The number of payment services end-users divided by the total launched checking accounts held with all of our banking services payments clients (36.2 million), our banking services full service payments clients (6.7 million) and our banking services remittance only payments clients (29.5 million). The calculation only includes banking services payments clients for which we are the exclusive processor of the type of bill payment(s) we process for the client.

(5)The number of payment services end-users divided by the 8.2 million total launched checking accounts held with our banking services payments clients that were launched on or before December 31, 2004. The calculation only includes banking services payments clients for which we are the exclusive processor of the type of bill payment(s) we process for the client.

(6)Does not include 2,298 direct biller endpoints, bringing our total number of biller relationships to 2,584.

                     Online Resources Corporation
                 Consolidated Statement of Operations
               (In thousands, except per share amounts)
                             (Unaudited)

                               THREE MONTHS ENDED   SIX MONTHS ENDED
                                     JUNE 30,            JUNE 30,
                               ------------------- -------------------
                                 2007      2006      2007      2006
                               --------- --------- --------- ---------
Revenues:
  Account presentation
   services                    $  2,203  $  1,956  $  4,465  $  3,884
  Payment services               23,880    10,849    47,260    21,244
  Relationship management
   services                       2,061     2,058     4,224     4,155
  Professional services and
   other                          3,797     2,496     6,841     4,793
                               --------- --------- --------- ---------
    Total revenues               31,941    17,359    62,790    34,076

Expenses:
  Cost of revenues               14,677     7,591    29,762    15,253
                               --------- --------- --------- ---------
Gross profit                     17,264     9,768    33,028    18,823

  General and administrative      6,440     4,284    13,526     8,708
  Selling and marketing           6,090     2,850    11,822     5,558
  Systems and development         2,123     1,064     4,451     2,207
                               --------- --------- --------- ---------
    Total expenses               14,653     8,198    29,799    16,473
                               --------- --------- --------- ---------
Income from operations            2,611     1,570     3,229     2,350

Other (expense) income
  Interest income                   400       682       737     1,280
  Interest expense and write-
   off of debt issuance costs    (1,960)        -    (4,499)       (1)
  Loss on extinguishment of
   debt                               -         -    (5,625)        -
                               --------- --------- --------- ---------
    Total other (expense)
     income                      (1,560)      682    (9,387)    1,279
                               --------- --------- --------- ---------
Income (loss) before taxes        1,051     2,252    (6,158)    3,629
Income tax provision                 81       855       291     1,475
                               --------- --------- --------- ---------
Net income (loss)                   970     1,397    (6,449)    2,154
Preferred stock accretion         2,128         -     4,163         -
                               --------- --------- --------- ---------
Net (loss) income available to
 common stockholders           $ (1,158) $  1,397  $(10,612) $  2,154
                               ========= ========= ========= =========

Net (loss) income available to
 common stockholders per share
  Basic                        $  (0.04) $   0.05  $  (0.41) $   0.08
  Diluted                      $  (0.04) $   0.05  $  (0.41) $   0.08

Shares used in calculation of
 net (loss) income available
 to common stockholders per
 share:
  Basic                          26,184    25,523    26,056    25,410
  Diluted                        26,184    27,527    26,056    27,553

Reconciliation of net (loss)
 income to Ebitda (See Note
 1):
  Net income (loss)            $    970  $  1,397  $ (6,449) $  2,154
  Depreciation and
   amortization (incl. loss on
   disposal of assets)            4,927     1,911     9,749     3,657
  Equity compensation expense       219       616     1,199     1,233
  Other expense (income)          1,560      (682)    9,387    (1,279)
  Income tax provision               81       855       291     1,475
                               --------- --------- --------- ---------
    Ebitda (See Note 1)        $  7,757  $  4,097  $ 14,177  $  7,240
                               ========= ========= ========= =========

Reconciliation of net (loss)
 income available to common
 stockholders to core net
 income (See Note 2):
  Net (loss) income available
   to common stockholders      $ (1,158) $  1,397  $(10,612) $  2,154
  Loss on extinguishment of
   debt                               -         -     5,625         -
  Preferred stock accretion
   related to redemption
   premium                          381         -       700         -
  Escalation accrual fair
   market valuation adjustment       61         -       134         -
  Equity compensation expense       219       616     1,199     1,233
  Amortization of intangible
   assets                         2,347       138     4,693       276
                               --------- --------- --------- ---------
    Core net income (see Note
     2)                        $  1,850  $  2,151  $  1,739  $  3,663
                               ========= ========= ========= =========

Notes:

1. Ebitda is defined as earnings before interest, taxes, depreciation and amortization, preferred stock accretion and equity compensation expense.

2. Core net income is defined as net income available to common stockholders before the amortization of acquisition-related intangible assets, equity compensation expense, merger-related charges, restructuring-related charges, impairment charges, cumulative effect of change in accounting methods, income tax benefit from the release of valuation allowance, non-recurring tax charges, costs related to the fair market valuation of the escalation accrual on the preferred stock and preferred stock accretion related to the redemption premium. Some or all of these items may not be applicable in any given reporting period.

                     Online Resources Corporation
                Condensed Consolidated Balance Sheets
                            (In thousands)
                             (Unaudited)

                                               JUNE 30,   DECEMBER 31,
                                                 2007         2006
                                             ------------ ------------
ASSETS
Current assets:
  Cash, cash equivalents and short-term
   investments                               $     31,791 $     32,154
  Restricted cash                                   1,533        3,919
  Accounts receivable, net                         15,552       14,291
  Deferred implementation costs                     1,353        1,598
  Deferred tax asset                                1,095        2,561
  Debt issuance cost                                  294          890
  Prepaid expenses and other current assets         2,891        2,653
                                             ------------ ------------
    Total current assets                           54,509       58,066

Property and equipment, net                        20,992       19,110
Deferred tax asset                                 11,635       11,635
Goodwill                                          167,920      168,085
Intangible assets                                  20,439       25,128
Deferred implementation costs, less current
 portion                                            1,397        1,015
Debt issuance cost, less current portion            1,079        3,116
Other assets                                          785          436
                                             ------------ ------------
    Total assets                             $    278,756 $    286,591
                                             ============ ============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable, accrued expenses and
   other current liabilities                 $      7,288 $      8,672
  Deferred revenues                                 4,975        4,919
  Deferred rent obligation                            184          304
  Interest payable                                     39        2,688
                                             ------------ ------------
    Total current liabilities                      12,486       16,583

Notes payable, senior secured debt                 85,000       85,000
Deferred revenues, less current portion             3,571        3,374
Deferred rent obligation, less current
 portion                                            2,079        2,144
Other long-term liabilities                         2,495        4,047
                                             ------------ ------------
    Total liabilities                             105,631      111,148

Redeemable convertible preferred stock             76,271       72,108

Stockholders' equity                               96,854      103,335
                                             ------------ ------------
    Total liabilities and stockholders'
     equity                                  $    278,756 $    286,591
                                             ============ ============
                     Online Resources Corporation
            Condensed Consolidated Statement of Cash Flows
                            (In thousands)
                             (Unaudited)

                                                   THREE MONTHS ENDED
                                                        JUNE 30,
                                                   -------------------
                                                     2007      2006
                                                   --------- ---------
Operating activities:
  Net (loss) income                                $ (6,449) $  2,154
  Adjustments to reconcile net (loss) income to
   net cash provided by operating activities:
    Depreciation and amortization                     9,583     3,657
    Loss on preferred stock derivative security         134         -
    Loss on cash flow hedge derivative security         142         -
    Loss on disposal of assets                          166         -
    Provision for losses on accounts receivable         (64)        -
    Write off and amortization of debt issuance
     costs                                            4,111         -
    Equity compensation expense                       1,199     1,233
    Deferred tax expense                              1,466     1,473
    Changes in operating assets and liabilities,
     net of acquisitions                             (5,035)   (3,391)
                                                   --------- ---------
      Net cash provided by operating activities       5,253     5,126

Investing activities:
  Purchases of property and equipment                (6,816)   (5,395)
                                                   --------- ---------
    Net cash used by investing activities            (6,816)   (5,395)

Financing activities:
  Proceeds from the issuance of common stock          2,731     2,543
  Purchase of derivative                               (121)        -
  Sale of derivative                                     23         -
  Debt issuance costs on refinancing of long-term
   debt                                              (1,443)        -
  Repayment of 2006 Notes                           (85,000)        -
  Proceeds from issuance of 2007 Notes               85,000         -
  Repayment of capital lease obligations                (20)       (8)
                                                   --------- ---------
    Net cash provided by financing activities         1,170     2,535
                                                   --------- ---------

Net (decrease) increase in cash and cash
 equivalents                                           (393)    2,266
  Cash and cash equivalents at beginning of period   31,189    55,864
                                                   --------- ---------
  Cash and cash equivalents at end of period       $ 30,796  $ 58,130
                                                   ========= =========

Contact:

Online Resources Corporation
Media Contact:
Beth Halloran
Mng. Dir., Corporate Communications
703-653-2248

bhalloran@orcc.com
or
Investor Contact:
Catherine Graham
EVP & Chief Financial Officer
703-653-3155
cgraham@orcc.com

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