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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 


 

FORM 10-Q

 


 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2005

 

COMMISSION FILE NUMBER 0-20270

 


 

SAFLINK CORPORATION

(Exact name of registrant as specified in its charter)

 


 

Delaware   95-4346070

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

777 108th Ave NE, Suite 2100; Bellevue, Washington 98004

(Address of principal executive offices and zip code)

 

(425) 278-1100

(Registrant’s telephone number, including area code)

 


 

Indicate by 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 12 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  x    No  ¨

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).    Yes  ¨    No  x

 

There were 79,997,973 shares of SAFLINK Corporation’s common stock outstanding as of May 6, 2005.

 



Table of Contents

SAFLINK Corporation

 

FORM 10-Q

 

For the Quarter Ended March 31, 2005

 

INDEX

 

Part I.

   Financial Information     
     Item 1.    Financial Statements (Unaudited)    3
     a.   

Condensed Consolidated Balance Sheets as of March 31, 2005 and December 31, 2004

   3
     b.   

Condensed Consolidated Statements of Operations for the three months ended March 31, 2005 and 2004

   4
     c.   

Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2005 and 2004

   5
     d.    Notes to Condensed Consolidated Financial Statements    6
     Item 2.   

Management’s Discussion and Analysis of Financial Condition and Results of Operations

   13
     Item 3.    Quantitative and Qualitative Disclosures about Market Risk    33
     Item 4.    Controls and Procedures    33

Part II.

   Other Information     
     Item 1.    Legal Proceedings    34
     Item 6.    Exhibits    35

Signatures

   36

 

2


Table of Contents

PART I—FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

SAFLINK CORPORATION

 

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands)

 

    

March 31,

2005


   

December 31,

2004


 
ASSETS                 

Current assets:

                

Cash and cash equivalents

   $ 16,912     $ 22,217  

Accounts receivable, net

     1,777       1,737  

Inventory

     643       672  

Prepaid expenses

     770       756  

Other current assets

     175       278  
    


 


Total current assets

     20,277       25,660  

Furniture and equipment, net of accumulated depreciation of $2,300 and $2,174 as of March 31, 2005, and December 31, 2004, respectively

     1,057       1,153  

Intangible assets, net of accumulated amortization of $2,134 and $1,424 as of March 31, 2005, and December 31, 2004, respectively

     22,576       24,186  

Goodwill

     95,223       95,223  
    


 


Total assets

   $ 139,133     $ 146,222  
    


 


LIABILITIES AND STOCKHOLDERS’ EQUITY                 

Current liabilities:

                

Accounts payable

   $ 1,434     $ 1,665  

Accrued expenses

     2,100       2,207  

Convertible note payable

     1,250       1,250  

Other current obligation

     792       937  

Deferred revenue

     191       340  
    


 


Total current liabilities

     5,767       6,399  

Deferred tax liability

     317       628  
    


 


Total liabilities

     6,084       7,027  

Stockholders’ equity:

                

Common stock

     798       797  

Additional paid-in capital

     254,592       254,328  

Deferred stock-based compensation

     (1,421 )     (1,841 )

Accumulated deficit

     (120,920 )     (114,089 )
    


 


Total stockholders’ equity

     133,049       139,195  
    


 


Total liabilities and stockholders’ equity

   $ 139,133     $ 146,222  
    


 


 

See accompanying notes to condensed consolidated financial statements.

 

3


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SAFLINK CORPORATION

 

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except per share data)

 

     Three months ended
March 31,


 
     2005

    2004

 

Revenue:

                

Product

   $ 1,178     $ 464  

Service

     1,006       338  
    


 


Total revenue

     2,184       802  

Cost of revenue:

                

Product

     406       342  

Service

     618       173  

Amortization of intangible assets

     671       47  
    


 


Total cost of revenue

     1,695       562  
    


 


Gross profit

     489       240  

Operating expenses:

                

Product development

     2,300       864  

Sales and marketing

     2,298       1,443  

General and administrative

     1,823       934  

Amortization of intangible assets

     39       14  

Impairment loss on intangible assets

     900       —    

Stock-based compensation

     465       7  
    


 


Total operating expenses

     7,825       3,262  
    


 


Operating loss

     (7,336 )     (3,022 )

Interest expense

     (38 )     (1 )

Other income, net

     87       15  

Change in fair value of outstanding warrants

     145       1,034  
    


 


Loss before income taxes

     (7,142 )     (1,974 )

Income tax provision

     (311 )     13  
    


 


Net loss

   $ (6,831 )   $ (1,987 )
    


 


Basic and diluted net loss per common share

   $ (0.09 )   $ (0.07 )

Weighted average number of common shares outstanding

     78,921       29,370  

 

See accompanying notes to condensed consolidated financial statements.

 

4


Table of Contents

SAFLINK CORPORATION

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

 

    

Three months ended

March 31,


 
     2005

    2004

 

Cash flows from operating activities:

                

Net loss

   $ (6,831 )   $ (1,987 )

Adjustments to reconcile net loss to net cash used in operating activities:

                

Stock-based compensation

     465       7  

Depreciation and amortization

     836       113  

Impairment loss on intangible assets

     900       —    

Change in fair value of outstanding warrants

     (145 )     (1,034 )

Deferred taxes

     (311 )     13  

Changes in operating assets and liabilities, net of acquisitions:

                

Accounts receivable

     (40 )     (168 )

Inventory

     29       39  

Other current assets

     89       (237 )

Other long-term assets

     —         (884 )

Accounts payable

     (231 )     (74 )

Accrued expenses

     (107 )     764  

Deferred revenue

     (149 )     108  
    


 


Net cash used in operating activities

     (5,495 )     (3,340 )

Cash flows from investing activities:

                

Purchases of property and equipment

     (30 )     (46 )
    


 


Cash used in investing activities

     (30 )     (46 )

Cash flows from financing activities:

                

Proceeds from exercises of stock options

     220       87  

Proceeds from warrant exercises, net of issuance costs

     —         3  

Proceeds from issuance of common stock and warrants, net of issuance costs

     —         8,597  
    


 


Net cash provided by financing activities

     220       8,687  
    


 


Net increase/(decrease) in cash and cash equivalents

     (5,305 )     5,301  

Cash and cash equivalents at beginning of period

     22,217       7,099  
    


 


Cash and cash equivalents at end of period

   $ 16,912     $ 12,400  
    


 


Non-cash financing and investing activities:

                

Deferred compensation from grant of stock options

   $ —       $ 34  

Warrants issued in connection with financing classified as a liability at issuance

     —         4,070  

 

See accompanying notes to condensed consolidated financial statements.

 

5


Table of Contents

SAFLINK CORPORATION

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

1. Description of Business and Basis of Presentation

 

Description of the Company

 

SAFLINK Corporation offers biometric security, smart card, and public key infrastructure (PKI) solutions that protect intellectual property, secure information assets, and eliminate passwords. SAFLINK’s software provides Identity Assurance Management, allowing administrators to verify identity and control access to computer networks, physical facilities, applications, and time and attendance systems.

 

On August 6, 2004, SAFLINK Corporation merged with SSP Solutions, Inc., dba SSP-Litronic, which was subsequently renamed Litronic, Inc. and is a wholly-owned subsidiary. SAFLINK Corporation acquired all of the outstanding shares of SSP-Litronic common stock in a stock-for-stock transaction where each outstanding share of SSP-Litronic common stock was converted into the right to receive 0.6 shares of SAFLINK Corporation’s common stock. As of August 6, 2004, the results of operations for Litronic, Inc. have been included in the consolidated results of operations for SAFLINK Corporation.

 

SAFLINK Corporation was incorporated in the State of Delaware on October 23, 1991, and maintains its headquarters in Bellevue, Washington.

 

Condensed Consolidated Financial Statements

 

The accompanying condensed consolidated financial statements present unaudited interim financial information and therefore do not contain certain information included in the annual consolidated financial statements of SAFLINK Corporation and its wholly-owned subsidiaries, SAFLINK International, Inc. and Litronic, Inc., (together, the “Company” or “SAFLINK”). The balance sheet at December 31, 2004, has been derived from SAFLINK Corporation’s audited financial statements as of that date. In the opinion of management, all adjustments (consisting only of normally recurring items) it considers necessary for a fair presentation have been included in the accompanying condensed consolidated financial statements. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in SAFLINK Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004, as filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2005.

 

2. Summary of Significant Accounting Policies

 

Basis of Financial Statement Presentation and Principles of Consolidation

 

The capital structure presented in these condensed consolidated financial statements is that of SAFLINK. The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

 

Use of Estimates

 

The condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. Preparation of the condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the dates of the balance sheets and revenues and expenses for the periods. Actual results could differ from those estimates.

 

Revenue Recognition

 

The Company derives revenue from license fees for software products, selling hardware manufactured by the Company, reselling third party hardware and software applications, and fees for services related to these software and hardware products including maintenance services, installation and integration consulting services.

 

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Table of Contents

SAFLINK CORPORATION

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

 

The Company recognizes revenue in accordance with the provisions of Statement of Position 97-2, “Software Revenue Recognition” (SOP 97-2), as amended by Statement of Position 98-9, “Modification of SOP 97-2, Software Revenue Recognition with Respect to Certain Transactions” (SOP 98-9), and related interpretations, including Technical Practice Aids, which provides specific guidance and stipulates that revenue recognized from software arrangements is to be allocated to each element of the arrangement based on the relative fair values of the elements, such as software products, upgrades, enhancements, post-contract customer support, installation, integration and/or training. Under this guidance, the determination of fair value is based on objective evidence that is specific to the vendor. In multiple element arrangements in which fair value exists for undelivered elements, the fair value of the undelivered elements is deferred and the residual arrangement fee is assigned to the delivered elements. If evidence of fair value for any of the undelivered elements does not exist, all revenue from the arrangement is deferred until such time that evidence of fair value does exist, or until all elements of the arrangement are delivered.

 

Revenue from biometric software and data security license fees is recognized upon delivery, net of an allowance for estimated returns, provided persuasive evidence of an arrangement exists, collection is probable, the fee is fixed or determinable, and vendor-specific objective evidence exists to allocate the total fee to elements of the arrangement. If customers receive pilot or test versions of products, revenue from these arrangements is recognized upon customer acceptance of permanent license rights. If the Company’s software is sold through a reseller, revenue is recognized when the reseller delivers its product to the end-user. Certain software delivered under a license requires a separate annual maintenance contract that governs the conditions of post-contract customer support. Post-contract customer support services can be purchased under a separate contract on the same terms and at the same pricing, whether purchased at the time of sale or at a later date. Revenue from these separate maintenance support contracts is recognized ratably over the maintenance period. Other software delivered under a license includes a first year of maintenance, in which case the value of such maintenance is recognized ratably over the initial license period. The value of such deferred maintenance revenue is established by the price at which the customer may purchase a renewal maintenance contract.

 

Revenue from hardware manufactured by the Company is generally recognized upon shipment, unless contract terms call for a later date, net of an allowance for estimated returns, provided persuasive evidence of an arrangement exists, collection is probable, the fee is fixed or determinable, and vendor-specific objective evidence exists to allocate the total fee to elements of the arrangement. Some data security hardware products contain embedded software, however, the embedded software is considered incidental to the hardware product sale. The Company also acts as a reseller of third-party hardware and software applications. Such revenue is also generally recognized upon shipment of the hardware, unless contract terms call for a later date, provided that all other conditions above have been met.

 

Service revenue includes payments under support and upgrade contracts and consulting fees. Support and upgrade revenue is recognized ratably over the term of the contract, which typically is twelve months. Consulting revenue primarily relates to installation, integration and training services performed on a time-and-materials or fixed-fee basis under separate service arrangements. Fees from consulting are recognized as services are performed. If a transaction includes both license and service elements, license fees are recognized separately upon delivery of the licensed software, provided services do not include significant customization or modification of the software product, the licenses are not subject to acceptance criteria, and vendor-specific objective evidence exists to allocate the total fee to elements of the arrangement. If the services do include significant customization or modification of the software product, the revenue is recognized in accordance with the relevant guidance from the American Institute of Certified Public Accountants Statement of Position 81-1, Accounting for Performance of Construction-Type and Certain Production-Type Contracts (SOP 81-1).

 

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Table of Contents

SAFLINK CORPORATION

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

 

Stock-Based Compensation for Employees and Non-Employees

 

The Company applies the intrinsic-value-based method of accounting prescribed by Accounting Principles Board (APB) Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations including Financial Accounting Standards Board (FASB) Interpretation No. 44, “Accounting for Certain Transactions involving Stock Compensation,” an interpretation of APB Opinion No. 25, issued in March 2000, to account for its stock options. Under this method, compensation expense is recognized only if the current market price of the underlying stock exceeded the exercise price on the date of grant. Statement of Financial Accounting Standards (SFAS) No. 123, “Accounting for Stock-Based Compensation,” and FASB Statement No. 148, “Accounting for Stock-Based Compensation—Transition and Disclosure,” an amendment to FASB Statement No. 123, established accounting and disclosure requirements using a fair-value-based method of accounting for stock-based employee compensation plans. As permitted by existing accounting standards, the Company has elected to continue to apply the intrinsic-value-based method of accounting described above, and has adopted only the disclosure requirements of SFAS No. 123, as amended. The following table illustrates the effect on net loss if the fair-value-based method had been applied to all outstanding and unvested awards in each period.

 

     Three months ended
March 31,


 
         2005    

        2004    

 
    

(In thousands, except

per share data)

 

Net loss attributable to common stockholders

   $ (6,831 )   $ (1,987 )

Add: stock-based compensation expense included in reported net loss in accordance with APB No. 25

     465       7  

Deduct: total stock-based compensation expense determined under fair-value-based method for all awards

     (1,980 )     (1,026 )
    


 


Pro forma net loss attributable to common stockholders

   $ (8,346 )   $ (3,006 )
    


 


Basic and diluted loss per common share, as reported

   $ (0.09 )   $ (0.07 )

Basic and diluted loss per common share, pro forma