UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): August 4, 2011
Online Resources Corporation
(Exact name of registrant as specified in its charter)
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| Delaware
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0-26123
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52-1623052 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.) |
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| 4795 Meadow Wood Lane, Chantilly, Virginia
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20151 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: 703-653-3100
Not Applicable
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition.
On August 4, 2011, we announced our financial results for the second quarter ended June 30, 2011. A
copy of our press release containing the announcement is included as Exhibit 99.1 to this Current
Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
A copy of our press release containing the announcement is included as Exhibit 99.1 to this Current
Report on Form 8-K.
The attached press release contains non-GAAP financial measures. For purposes of Regulation G, a
non-GAAP financial measure is a numerical measure of a company’s performance, financial position,
or cash flows that either excludes or includes amounts that are not normally excluded or included
in the most directly comparable measure calculated and presented in accordance with generally
accepted accounting principles, or GAAP. To supplement our financial statements presented in
accordance with GAAP, we report Ebitda, Adjusted Ebitda and Core Net Income, non-GAAP financial
measures commonly used in our industry as measures of performance. Ebitda is defined as net income
before interest, taxes, depreciation and amortization expense. Adjusted Ebitda is defined as net
income before interest, taxes depreciation and amortization, and equity compensation expense. Core
net income is a non-GAAP measure defined as net income available to common stockholders before the
amortization of acquisition-related intangible assets, equity compensation expense, income tax
benefit from the release of valuation allowance, income (costs) related to the fair market
valuation of certain derivatives, preferred stock accretion related to the redemption premium and
all other non-recurring charges. These measures should be considered in addition to results
prepared in accordance with GAAP, and are not substitutes for, or superior to, GAAP results. The
non-GAAP measures are provided to enhance the investors’ overall understanding of our current
financial performance and our prospects for the future. Consistent with our historical practice,
these non-GAAP measures have been reconciled to the nearest GAAP measure.
The information contained in this Item 2.02, including the exhibit referenced herein, shall not be
deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor
shall it be incorporated by reference into any registration statement we file under the Securities
Act of 1933, as amended, unless specifically identified therein as being incorporated by reference.