##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
 QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 For the quarter ended September 30, 2005
 Commission file number 000-50280
 
 iPayment, Inc.
  Delaware
    
    62-1847043(State or Other Jurisdiction of Incorporation
or Organization)
    
    (I.R.S. Employer Identification No.)40 Burton Hills Boulevard, Suite 415Nashville, Tennessee
    
    37215(Address of Principal Executive Offices)
    
    (Zip Code)
   þ o
 þ o
 o þ
  Class
    
    Outstanding at October 31, 2005Common Stock, $0.01 par value
    
    
    17,699,567




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TABLE OF CONTENTS
 PagePART I  FINANCIAL INFORMATIONItem 1
    
    Financial StatementsConsolidated Balance Sheets as of September 30, 2005 (Unaudited) and December 31, 2004
    
    
    3Unaudited Consolidated Income Statements for the three and nine months ended September 30, 2005 and 2004
    
    
    4Unaudited Consolidated Statements of Cash Flows for the nine months ended September 30, 2005 and 2004
    
    
    5Notes to Unaudited Consolidated Financial Statements
    
    
    6Item 2
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations (MD&A)
    
    
    12Item 3
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    19Item 4
    
    Controls and Procedures
    
    
    20PART II  OTHER INFORMATIONItem 1
    
    Legal Proceedings
    
    
    20Item 2
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    20Item 3
    
    Defaults Upon Senior Securities
    
    
    20Item 4
    
    Submission of Matters to a Vote of Security Holders
    
    
    20Item 5
    
    Other Information
    
    
    20Item 6
    
    Exhibits and Reports on Form 8-K
    
    
    20SIGNATURES
    
    
    21EXHIBITS
    
    
    21EX-31.1  SECTION 302 CERTIFICATION OF THE CEOEX-31.2  SECTION 302 CERTIFICATION OF THE CFOEX-32.1  SECTION 906 CERTIFICATION OF THE CEOEX-32.2  SECTION 906 CERTIFICATION OF THE CFO




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##### Table of Contents



Part 1.
 
 Item 1. Financial Statements
 iPAYMENT, INC.
 
 CONSOLIDATED BALANCE SHEETS
  September 30,
    
    
    December 31,2005
    
    
    2004(Unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    623
    
    
    $
    888Accounts receivable, net of allowance for doubtful accounts of $197 and $130 at
September 30, 2005 and December 31, 2004, respectively
    
    
    19,236
    
    
    
    17,031Prepaid expenses and other current assets
    
    
    9,815
    
    
    
    6,765Total current assets
    
    
    29,674
    
    
    
    24,684Restricted cash
    
    
    3,857
    
    
    
    3,248Property and equipment, net
    
    
    2,659
    
    
    
    2,749Intangible assets, net of accumulated amortization of $55,756 and $28,896
at September 30, 2005 and December 31, 2004, respectively.
    
    
    199,470
    
    
    
    219,331Goodwill, net
    
    
    102,625
    
    
    
    79,360Other assets, net
    
    
    10,512
    
    
    
    6,876Total assets
    
    $
    348,797
    
    
    $
    336,248LIABILITIES and STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    7,735
    
    
    $
    2,418Accrued liabilities and other
    
    
    24,711
    
    
    
    11,377Total current liabilities
    
    
    32,446
    
    
    
    13,795Minority interest in equity of consolidated subsidiary
    
    
    858
    
    
    
    Related party long-term debt
    
    
    
    
    
    
    15,937Long-term debt
    
    
    118,000
    
    
    
    152,500Total liabilities
    
    
    151,304
    
    
    
    182,232Commitments and contingenciesStockholders equityPreferred stock, $0.01 par value; 17,422,800 shares authorized, no shares
issued or outstanding at September 30, 2005, and December 31, 2004
    
    
    
    
    
    
    Common stock, $0.01 par value; 180,000,000 shares authorized, 17,676,809
shares issued and outstanding at September 30, 2005; 180,000,000 shares
authorized, 16,757,891 shares issued and outstanding at December 31, 2004
    
    
    154,934
    
    
    
    132,825Deferred compensation
    
    
    (3,679
    )
    
    
    (2,318
    )Retained earnings
    
    
    46,238
    
    
    
    23,509Total stockholders equity
    
    
    197,493
    
    
    
    154,016Total liabilities and stockholders equity
    
    $
    348,797
    
    
    $
    336,248




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##### Table of Contents



iPAYMENT, INC.
 
 CONSOLIDATED INCOME STATEMENTS
   Three
Months EndedSeptember 30,
    
    

Nine
Months EndedSeptember 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Revenues
    
    $
    175,176
    
    
    $
    93,388
    
    
    $
    519,677
    
    
    $
    262,741Operating expenses:Interchange
    
    
    101,351
    
    
    
    46,125
    
    
    
    304,803
    
    
    
    126,953Other costs of services
    
    
    53,710
    
    
    
    33,704
    
    
    
    157,576
    
    
    
    99,089Selling, general and administrative
    
    
    4,789
    
    
    
    3,019
    
    
    
    12,989
    
    
    
    8,701Total operating expenses
    
    
    159,850
    
    
    
    82,848
    
    
    
    475,368
    
    
    
    234,743Income from operations
    
    
    15,326
    
    
    
    10,540
    
    
    
    44,309
    
    
    
    27,998Other expense (income):Interest expense
    
    
    2,132
    
    
    
    623
    
    
    
    6,710
    
    
    
    1,982Other expense (income)
    
    
    334
    
    
    
    5
    
    
    
    911
    
    
    
    (334
    )Income before income taxes and minority interest
in earnings of consolidated subsidiary
    
    
    12,860
    
    
    
    9,912
    
    
    
    36,688
    
    
    
    26,350Income tax provision
    
    
    5,015
    
    
    
    3,473
    
    
    
    14,308
    
    
    
    9,232Minority interest in earnings of consolidated subsidiary
    
    
    284
    
    
    
    
    
    
    
    350
    
    
    
    Net income
    
    $
    8,129
    
    
    $
    6,439
    
    
    $
    22,730
    
    
    $
    17,118Basic and diluted earnings per common share:Earnings per shareBasic
    
    $
    0.47
    
    
    $
    0.39
    
    
    $
    1.35
    
    
    $
    1.04Diluted
    
    $
    0.45
    
    
    $
    0.36
    
    
    $
    1.26
    
    
    $
    0.96Weighted average shares outstandingBasic
    
    
    17,123
    
    
    
    16,565
    
    
    
    16,877
    
    
    
    16,517Diluted
    
    
    18,245
    
    
    
    18,107
    
    
    
    18,249
    
    
    
    18,091




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iPAYMENT, INC.
 
 CONSOLIDATED STATEMENTS of CASH FLOWS
   Nine Months Ended September 30,2005
    
    
    2004Cash flows from operating activitiesNet income
    
    $
    22,730
    
    
    $
    17,118Adjustments to reconcile net income to net cash provided by operating activities:Depreciation and amortization
    
    
    30,472
    
    
    
    14,740Noncash interest expense
    
    
    741
    
    
    
    501Changes in assets and liabilities, excluding effects of acquisitions:Accounts receivable
    
    
    (2,205
    )
    
    
    (2,222
    )Prepaid expenses and other current assets
    
    
    (3,030
    )
    
    
    (2,111
    )Other assets
    
    
    (4,979
    )
    
    
    (515
    )Accounts payable
    
    
    5,302
    
    
    
    331Accrued liabilities and other
    
    
    3,759
    
    
    
    2,307Net cash provided by operating activities
    
    
    52,790
    
    
    
    30,149Cash flows from investing activitiesChange in restricted cash
    
    
    (609
    )
    
    
    7,902Expenditures for property and equipment
    
    
    (929
    )
    
    
    (268
    )Acquisitions of businesses, portfolios and other intangibles, net of cash acquired
    
    
    (18,953
    )
    
    
    (16,839
    )Deferred payments for acquisition of businesses
    
    
    
    
    
    
    (2,000
    )Net cash used in investing activities
    
    
    (20,491
    )
    
    
    (11,205
    )Cash flows from financing activitiesNet repayments on line of credit
    
    
    (34,500
    )
    
    
    (15,500
    )Repayments of debt
    
    
    (696
    )
    
    
    (4,525
    )Proceeds from issuance of common stock
    
    
    2,632
    
    
    
    1,480Net cash used in financing activities
    
    
    (32,564
    )
    
    
    (18,545
    )Net (decrease) increase in cash and cash equivalents
    
    
    (265
    )
    
    
    399Cash and cash equivalents, beginning of period
    
    
    888
    
    
    
    733Cash and cash equivalents, end of period
    
    $
    623
    
    
    $
    1,132Supplemental disclosure of cash flow information:Cash paid during the period for income taxes
    
    $
    11,055
    
    
    $
    6,982Cash paid during the period for interest
    
    $
    6,535
    
    
    $
    1,162Supplemental schedule of non-cash activities:Accrual of deferred payments for acquisitions of businesses
    
    $
    10,490
    
    
    $
    Restricted stock issued to employees
    
    $
    3,625
    
    
    $
    3,410Cancellation of restricted stock issued to employees
    
    $
    1,000
    
    
    $
    Conversion of debt to common stock
    
    $
    15,331
    
    
    $
    




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iPAYMENT, INC.
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
 (1) Organization and Business and Basis of Presentation
 Organization and Business
   Basis of Presentation
   Use of Estimates
  Stock-Based Compensation
 Accounting for Stock-Based Compensation Accounting
for Stock-Based Compensation-Transition and Disclosure  an amendment of FASB Statement No. 123 Accounting for Stock Issued to Employees




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iPAYMENT, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
  Three
Months EndedSeptember 30,
    
    

Nine
Months EndedSeptember 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Net income, as reported
    
    $
    8,129
    
    
    $
    6,439
    
    
    $
    22,730
    
    
    $
    17,118Deduct: Total stock-based employee compensation expense
determined under fair-value-based method
    
    
    (587
    )
    
    
    (401
    )
    
    
    (1,752
    )
    
    
    (1,216
    )Pro forma net income
    
    $
    7,542
    
    
    $
    6,038
    
    
    $
    20,978
    
    
    $
    15,902Earnings per share:As reported:Basic
    
    $
    0.47
    
    
    $
    0.39
    
    
    $
    1.35
    
    
    $
    1.04Diluted
    
    $
    0.45
    
    
    $
    0.36
    
    
    $
    1.26
    
    
    $
    0.96Pro Forma:Basic
    
    $
    0.44
    
    
    $
    0.36
    
    
    $
    1.24
    
    
    $
    0.96Diluted
    
    $
    0.42
    
    
    $
    0.34
    
    
    $
    1.16
    
    
    $
    0.90
  (2) Acquisitions
  First Data Merchant Services Merchant Portfolio
  Other Acquisitions




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iPAYMENT, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
  (3) Long-Term Debt
    (4) Stockholders Equity
 Earnings Per Share
 Earnings per Share




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iPAYMENT, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
 Three Months Ended September 30,2005
    
    2004Income
    
    Common
    
    Per Share
    
    Income
    
    Common
    
    Per ShareAvailable
    
    Shares
    
    Amount
    
    Available
    
    Shares
    
    AmountBasic earnings per share
    
    $
    8,129
    
    
    
    17,123
    
    
    $
    0.47
    
    
    $
    6,439
    
    
    
    16,565
    
    
    $
    0.39Effects of dilutive securities:Stock options
    
    
    
    
    
    
    659
    
    
    
    (0.02
    )
    
    
    
    
    
    
    840
    
    
    
    (0.02
    )Convertible debt
    
    
    60
    
    
    
    381
    
    
    
    
    
    
    
    101
    
    
    
    662
    
    
    
    (0.01
    )Restricted stock
    
    
    
    
    
    
    82
    
    
    
    
    
    
    
    
    
    
    
    40
    
    
    
    Diluted earnings per share
    
    $
    8,189
    
    
    
    18,245
    
    
    $
    0.45
    
    
    $
    6,540
    
    
    
    18,107
    
    
    $
    0.36
 Nine Months Ended September 30,2005
    
    2004Income
    
    Common
    
    Per Share
    
    Income
    
    Common
    
    Per ShareAvailable
    
    Shares
    
    Amount
    
    Available
    
    Shares
    
    AmountBasic earnings per share
    
    $
    22,730
    
    
    
    16,877
    
    
    $
    1.35
    
    
    $
    17,118
    
    
    
    16,517
    
    
    $
    1.04Effects of dilutive securities:Stock options
    
    
    
    
    
    
    719
    
    
    
    (0.06
    )
    
    
    
    
    
    
    874
    
    
    
    (0.06
    )Convertible debt
    
    
    278
    
    
    
    568
    
    
    
    (0.03
    )
    
    
    303
    
    
    
    662
    
    
    
    (0.02
    )Restricted stock
    
    
    
    
    
    
    85
    
    
    
    
    
    
    
    
    
    
    
    38
    
    
    
    Diluted earnings per share
    
    $
    23,008
    
    
    
    18,249
    
    
    $
    1.26
    
    
    $
    17,421
    
    
    
    18,091
    
    
    $
    0.96
 (5) Segment Information and Geographical Information
  (6) Recent Accounting Pronouncements
  (7) Income Taxes
 Accounting for Income
Taxes




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iPAYMENT, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
  (8) Commitments and Contingencies
 Litigation
 France Vacations, Inc., etc. v. Citibank, etc., and iPayment, Inc. et al. , Los Angeles
County Superior Court, State of California, Case No. BC327932.
    Other




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iPAYMENT, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
 (9) Significant Developments




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Forward-Looking Statements May Prove Inaccurate
  Executive Overview
      Critical Accounting Policies




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Accounting for Goodwill and Intangible Assets. Goodwill and Other Intangible Assets,
   Accounting for Stock-Based Compensation. Share-Based Payment
  Reserve for Merchant Losses
 Income Taxes. Accounting for Income Taxes.
 Minority Interest.




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##### Table of Contents



Components of Revenues and Expenses
  Reporting Revenue Gross as a Principal Versus Net as
an Agent,
     Seasonality Trend
  Off-Balance Sheet Arrangements




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##### Table of Contents



Results of Operations
 Three Months Ended September 30, 2005 (2005) Compared to Three Months Ended September 30, 2004
(2004)
 In thousands (Unaudited)
 Three months ended
    
    
    % of Total
    
    
    Three months ended
    
    
    % of Total
    
    
    ChangeSeptember 30, 2005
    
    
    Revenue
    
    
    September 30, 2004
    
    
    Revenue
    
    
    Amount
    
    
    %Revenues
    
    $
    175,176
    
    
    
    100.0
    %
    
    $
    93,388
    
    
    
    100.0
    %
    
    $
    81,788
    
    
    
    87.6
    %Operating ExpensesInterchange
    
    
    101,351
    
    
    
    57.9
    
    
    
    46,125
    
    
    
    49.4
    
    
    
    55,226
    
    
    
    119.7Other costs of services
    
    
    53,710
    
    
    
    30.7
    
    
    
    33,704
    
    
    
    36.1
    
    
    
    20,006
    
    
    
    59.4Selling, general and administrative
    
    
    4,789
    
    
    
    2.7
    
    
    
    3,019
    
    
    
    3.2
    
    
    
    1,770
    
    
    
    58.6Total operating expenses
    
    
    159,850
    
    
    
    91.3
    
    
    
    82,848
    
    
    
    88.7
    
    
    
    77,002
    
    
    
    92.9Income from operations
    
    
    15,326
    
    
    
    8.7
    
    
    
    10,540
    
    
    
    11.3
    
    
    
    4,786
    
    
    
    45.4Other expenseInterest expense
    
    
    2,132
    
    
    
    1.2
    
    
    
    623
    
    
    
    0.7
    
    
    
    1,509
    
    
    
    242.2Other
    
    
    334
    
    
    
    0.2
    
    
    
    5
    
    
    
    0.0
    
    
    
    329
    
    
    
    NMTotal other expense
    
    
    2,466
    
    
    
    1.4
    
    
    
    628
    
    
    
    0.7
    
    
    
    1,838
    
    
    
    292.7Income before income taxes and minority
interest in earnings of subsidiary
    
    
    12,860
    
    
    
    7.3
    
    
    
    9,912
    
    
    
    10.6
    
    
    
    2,948
    
    
    
    29.7Income tax provision
    
    
    5,015
    
    
    
    2.9
    
    
    
    3,473
    
    
    
    3.7
    
    
    
    1,542
    
    
    
    44.4Minority interest in earnings of subsidiary
    
    
    284
    
    
    
    0.2
    
    
    
    
    
    
    
    
    
    
    
    284
    
    
    
    NMNet income
    
    $
    8,129
    
    
    
    4.6
    
    
    $
    6,439
    
    
    
    6.9
    
    
    $
    1,406
    
    
    
    21.8
  Revenues.
 Interchange Expenses
 Other Costs of Services.
 Selling, General and Administrative.
 Other Expense.
 Income Tax




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Nine Months Ended September 30, 2005 (2005) Compared to Nine Months Ended September 30, 2004
(2004)
 In thousands (Unaudited)
 Nine months ended
    
    
    % of Total
    
    
    Nine months ended
    
    
    % of Total
    
    
    ChangeSeptember 30, 2005
    
    
    Revenue
    
    
    September 30, 2004
    
    
    Revenue
    
    
    Amount
    
    
    %Revenues
    
    $
    519,677
    
    
    
    100.0
    %
    
    $
    262,741
    
    
    
    100.0
    %
    
    $
    256,936
    
    
    
    97.8
    %Operating ExpensesInterchange
    
    
    304,803
    
    
    
    58.7
    
    
    
    126,953
    
    
    
    48.3
    
    
    
    177,850
    
    
    
    140.1Other costs of services
    
    
    157,576
    
    
    
    30.3
    
    
    
    99,089
    
    
    
    37.7
    
    
    
    58,487
    
    
    
    59.0Selling, general and administrative
    
    
    12,989
    
    
    
    2.5
    
    
    
    8,701
    
    
    
    3.3
    
    
    
    4,288
    
    
    
    49.3Total operating expenses
    
    
    475,368
    
    
    
    91.5
    
    
    
    234,743
    
    
    
    89.3
    
    
    
    240,625
    
    
    
    102.5Income from operations
    
    
    44,309
    
    
    
    8.5
    
    
    
    27,998
    
    
    
    10.7
    
    
    
    16,311
    
    
    
    58.3Other expenseInterest expense
    
    
    6,710
    
    
    
    1.3
    
    
    
    1,982
    
    
    
    0.8
    
    
    
    4,728
    
    
    
    238.5Other expense (income)
    
    
    911
    
    
    
    0.2
    
    
    
    (334
    )
    
    
    (0.1
    )
    
    
    1,245
    
    
    
    (372.8
    )Total other expense
    
    
    7,621
    
    
    
    1.5
    
    
    
    1,648
    
    
    
    0.6
    
    
    
    5,973
    
    
    
    362.4Income before income taxes and minority
interest in earnings of subsidiary
    
    
    36,688
    
    
    
    7.1
    
    
    
    26,350
    
    
    
    10.0
    
    
    
    10,338
    
    
    
    39.2Income tax provision
    
    
    14,308
    
    
    
    2.8
    
    
    
    9,232
    
    
    
    3.5
    
    
    
    5,076
    
    
    
    55.0Minority interest in earnings of subsidiary
    
    
    350
    
    
    
    0.1
    
    
    
    
    
    
    
    
    
    
    
    350
    
    
    
    100.0Net income
    
    $
    22,730
    
    
    
    4.4
    
    
    $
    17,118
    
    
    
    6.5
    
    
    $
    5,612
    
    
    
    32.8
 Revenues.
 Interchange Expenses
 Other Costs of Services.
 Selling, General and Administrative.
 Other Expense.
 Income Tax




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Liquidity and Capital Resources
  Operating activities
   Investing activities
   Financing activities




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Less than 1
    
    
    
    
    
    
    
    
    
    
    More than 5Contractual Obligations
    
    Total
    
    
    year
    
    
    1-3 years
    
    
    3-5 years
    
    
    yearsCredit facility
    
    $
    118,000
    
    
    $
    
    
    
    $
    
    
    
    $
    118,000
    
    
    $
    Operating lease obligations
    
    
    4,584
    
    
    
    1,365
    
    
    
    2,170
    
    
    
    1,041
    
    
    
    8Purchase obligations (1)(2)(3)
    
    
    47,730
    
    
    
    16,920
    
    
    
    19,864
    
    
    
    7,594
    
    
    
    3,352Total contractual obligations
    
    $
    170,314
    
    
    $
    18,285
    
    
    $
    22,034
    
    
    $
    126,635
    
    
    $
    3,360
 
 (1)
    
    Purchase obligations represent costs of contractually guaranteed
minimum processing volumes with certain of our third-party
transaction processors.(2)
    
    We are required to pay FDMS an annual processing fee related to
the FDMS Merchant Portfolio and the FDMS Agent Bank Portfolio of
at least $11.7 million in fiscal 2005, and for each subsequent
year through 2011 of at least 70% of the amount of the processing
fee paid during the immediately preceding year. The minimum
commitment for years after 2005, included in the table above are
based on the preceding year minimum amounts. The actual minimum
commitments for such years may vary based on actual results in
preceding years.(3)
    
    We have agreed to utilize FDMS to process at least 75% of our
consolidated transaction sales volume in any calendar year
beginning in 2005 and continuing through 2011. The minimum
commitments for such years are not calculable as of September 30,
2005, and are excluded from this table.  Effects of Inflation
  
 Item 3. Quantitative and Qualitative Disclosure about Market Risk




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##### Table of Contents



Item 4. Controls and Procedures
 Evaluation of disclosure controls and procedures
 Changes in internal control over financial reporting
 
 PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
 Item 5. Other Information
  
 Item 6. Exhibits




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##### Table of Contents



SIGNATURES
  iPayment, Inc.Date: November 4, 2005
    
    By: /s/ Gregrory S. DailyGregory S. DailyChief Executive Officer(Principal Executive Officer)Date: November 4, 2005
    
    By: /s/ Clay M. WhitsonClay M. WhitsonChief Financial Officer(Principal Financial and Accounting Officer)
 
 EXHIBIT INDEX
 Exhibit No.
    
    Description31.1
    
    Certification of Chief Executive Officer pursuant to Securities Exchange Act
Rule 13a  14(a) (as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002), filed herewith.31.2
    
    Certification of Chief Financial Officer pursuant to Securities Exchange Act
Rule 13a  14(a) (as adopted Section 302 of the Sarbanes-Oxley Act of 2002), filed
herewith.32.1
    
    Certification of Chief Executive Officer pursuant to Securities Exchange Act
Rule 13a  14(a) and 18 U.S.C. 1350 (as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002), filed herewith.32.2
    
    Certification of Chief Financial Officer pursuant to Securities Exchange Act
Rule 13a  14(a) and 18 U.S.C. 1350 (as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002), filed herewith.