UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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(Mark One) |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the quarterly period ended June 30, 2003 |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number 0-20634
SAFENET, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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52-1287752 |
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(State or other jurisdiction
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(IRS Employer Identification No.) |
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8029 Corporate Drive, Baltimore, Md. 21236 |
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(Address of principal executive offices) |
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410-931-7500 |
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(Registrant’s telephone number) |
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Indicate by a check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o
Indicate by a check mark whether the registrant is an accelerated filed (as defined in Rule 12b-2 of the Exchange Act). Yes ý No o
APPLICABLE ONLY TO CORPORATE ISSUERS
The number of shares outstanding of the issuer’s Common Stock as of July 30, 2003 was 13,163,668.
INDEX TO FINANCIAL STATEMENTS
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SAFENET, INC.
AND SUBSIDIARIES
(In thousands, except per share amounts)
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June 30, |
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December
31, |
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(unaudited) |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
30,598 |
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$ |
3,399 |
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Short-term investments |
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8,371 |
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28,763 |
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Accounts receivable, net of allowance for doubtful accounts of $833 and $244 |
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9,223 |
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4,534 |
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Inventories, net of reserve of $1,367 and $958 |
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1,467 |
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1,008 |
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Insurance proceeds receivable |
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6,404 |
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— |
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Other current assets |
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1,420 |
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1,002 |
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Current assets of discontinued operations |
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— |
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93 |
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Total current assets |
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57,483 |
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38,799 |
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Equipment and leasehold improvements, net of accumulated depreciation of $5,920 and $4,734 |
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3,499 |
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1,246 |
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Computer software development costs, net of accumulated amortization of $1,676 and $1,513 |
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1,375 |
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479 |
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Goodwill |
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38,914 |
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12,826 |
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Other intangible assets, net of accumulated amortization of $5,240 and $1,640 |
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15,805 |
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595 |
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Other assets |
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880 |
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1,374 |
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$ |
117,956 |
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$ |
55,319 |
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Liabilities and Stockholders’ Equity |
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Current liabilities: |
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Accounts payable |
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$ |
4,713 |
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$ |
1,456 |
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Accrued salaries and commissions |
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3,569 |
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2,162 |
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Accrued legal settlement |
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6,404 |
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— |
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Other accrued expenses |
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3,757 |
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1,424 |
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Advance payments and deferred revenue |
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3,821 |
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1,393 |
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Deferred income taxes |
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2,607 |
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— |
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Current liabilities of discontinued operations |
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— |
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377 |
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Total current liabilities |
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24,871 |
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6,812 |
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Deferred income taxes |
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3,269 |
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— |
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Unfavorable lease liability |
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4,525 |
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129 |
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Total liabilities |
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32,665 |
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6,941 |
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Commitments and contingencies |
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— |
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— |
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Stockholders’ equity: |
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Preferred stock, $.01 par value per share. |
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Authorized 500 shares, none issued and outstanding |
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— |
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— |
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Common stock, $.01 par value per share. |
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Authorized 50,000 shares, issued 10,404 and 7,894 shares |
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104 |
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79 |
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Additional paid-in capital |
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113,713 |
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65,665 |
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Accumulated other comprehensive income |
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3,598 |
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2,859 |
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Accumulated deficit |
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(32,124 |
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(20,225 |
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Total stockholders’ equity |
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85,291 |
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48,378 |
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$ |
117,956 |
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$ |
55,319 |
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See accompanying notes to consolidated financial statements.
3
SAFENET, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited - - In thousands, except per share amounts)
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Three Months Ended |
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Six Months Ended |
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June 30, |
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June 30, |
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June 30, |
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June 30, |
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Revenues |
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Licenses and royalties |
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$ |
1,995 |
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$ |
1,667 |
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$ |
4,398 |
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$ |
3,443 |
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Products |
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10,811 |
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5,089 |
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20,837 |
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8,610 |
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Service and maintenance |
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2,619 |
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672 |
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4,204 |
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1,529 |
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15,425 |
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7,428 |
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29,439 |
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13,582 |
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Cost of revenues |
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Licenses and royalties |
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62 |
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279 |
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243 |
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426 |
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Products |
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3,039 |
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1,715 |
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5,926 |
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3,414 |
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Service and maintenance |
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319 |
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67 |
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639 |
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174 |
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Amortization of acquired intangible assets |
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823 |
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1,890 |
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— |
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4,243 |
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2,061 |
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8,698 |
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4,014 |
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