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
(Registrants 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 Corporations common stock outstanding as of May 6, 2005.
FORM 10-Q
For the Quarter Ended March 31, 2005
INDEX
2
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
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
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
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. SAFLINKs 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 Corporations 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 Corporations 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 Corporations 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.
6
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 Companys 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).
7
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 CompensationTransition 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 |
||||||||