UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
AMENDMENT NO. 1
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED: MARCH 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ___________ TO ___________
COMMISSION FILE NUMBER 0-21511
V-ONE CORPORATION
-----------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 52-1953278
-------------------------------------------------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
20250 CENTURY BLVD., SUITE 300, GERMANTOWN, MARYLAND 20874
----------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(301) 515-5200
--------------
(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 the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.
CLASS OUTSTANDING AT MAY 13, 1998
----- ---------------------------
COMMON STOCK, $0.001 PAR VALUE PER SHARE 13,760,880
<PAGE>
V-ONE Corporation
Quarterly Report on Form 10-Q/A
INDEX
Page No.
--------
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements 3
Condensed Balance Sheets as of March 31, 1998 3
(unaudited) and December 31, 1997
Condensed Statements of Operations for the Three 4
Months Ended March 31, 1998 (unaudited) and
March 31, 1997 (unaudited)
Condensed Statements of Cash Flows for the Three 5
Months Ended March 31, 1998 (unaudited) and
March 31, 1997 (unaudited)
Notes to the Condensed Financial Statements 6
(unaudited)
Item 2 Management's Discussion and Analysis of Financial 9
Condition and Results of Operations
Item 3 Quantitative and Qualitative Disclosures About 11
Market Risk
PART II. OTHER INFORMATION 12
Signatures 13
2
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
V-ONE CORPORATION
CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, December 31,
1998 1997
(unaudited - (as adjusted,
as adjusted, Note 6)
Note 6)
------------ -------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 4,485,983 $ 6,203,525
Accounts receivable, net 962,291 794,395
Inventory, net 500,851 583,894
Prepaid expenses and other current assets 241,608 328,261
----------- -------------
Total current assets 6,190,733 7,910,075
Property and equipment, net 973,299 1,001,581
Licensing fee, net 467,670 538,434
Other assets 863,186 863,186
----------- -------------
Total assets $ 8,494,888 $ 10,313,276
=========== =============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses $ 1,886,224 $ 1,151,589
Deferred income 704,615 812,647
Notes payable - current 16,667 16,667
Capital lease obligations - current 3,097 17,126
----------- -------------
Total current liabilities 2,610,603 1,998,029
Notes payable - noncurrent 2,777 5,555
Deferred rent 36,879 36,879
Capital lease obligations - noncurrent 280,720 295,306
----------- -------------
Total liabilities 2,930,979 2,335,769
----------- -------------
Commitments and contingencies
Series A convertible preferred stock, $0.001
par value; 13,333,333 shares authorized;
4,000 shares issued; 3,602 and 4,000
shares outstanding as of March 31, 1998
and December 31, 1997, respectively
(liquidation preference of $3,613,995) 3,328,884 3,766,297
----------- -------------
Shareholders' equity:
Common stock, $0.001 par value; 33,333,333
shares authorized; 13,319,189 and
13,070,235 shares issued and outstanding
as of March 31, 1998 and December 31,
1997, respectively 13,319 13,070
Additional paid-in capital 25,361,746 24,649,538
Notes receivable from sales of Common Stock (50,726) (166,011)
Accumulated deficit (23,089,314) (20,285,387)
----------- -------------
Total shareholders' equity 2,235,025 4,211,210
----------- -------------
Total liabilities and shareholders' equity $ 8,494,888 $ 10,313,276
=========== ==============
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
V-ONE CORPORATION
CONDENSED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Three months Three months
ended ended
March 31, 1998 March 31, 1997
(unaudited - (unaudited -
as adjusted, as adjusted,
Note 6) Note 6)
-------------- --------------
<S> <C> <C>
Revenues:
Products $ 1,207,473 $ 1,259,321
Consulting and services 88,237 137,835
--------------- ---------------
Total revenues 1,295,710 1,397,156
--------------- ---------------
Cost of revenues:
Products 477,757 539,960
Consulting and services 7,850 21,344
--------------- ---------------
Total cost of revenues 485,607 561,304
--------------- ---------------
Gross profit 810,103 835,852
--------------- ---------------
Operating expenses:
Sales and marketing 1,481,183 1,455,391
General and administrative 1,198,012 770,466
Research and development 940,281 613,323
--------------- ---------------
Total operating expenses 3,619,476 2,839,180
Operating loss (2,809,373) (2,003,328)
--------------- ---------------
Other (expense) income:
Interest expense (12,779) (792)
Interest income 67,554 116,042
--------------- ---------------
Total other income 54,775 115,250
--------------- ---------------
Net loss (2,754,598) (1,888,078)
Dividend on preferred stock 49,329 -
--------------- ---------------
Loss attributable to holder
of common stock $ (2,803,927) $ (1,888,078)
=============== ===============
Basic loss per share attributable
to common stock $ (0.21) $ (0.15)
=============== ===============
Weighted average number of
common shares outstanding 13,087,211 12,663,731
=============== ===============
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
V-ONE CORPORATION
CONDENSED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Three months Three months
ended ended
March 31, 1998 March 31, 1997
(unaudited - (unaudited -
as adjusted, as adjusted,
Note 6) Note 6)
--------------- ---------------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (2,754,598) $ (1,888,078)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 146,510 123,491
Noncash charge related to issuance of warrants 388,000 -
Changes in assets and liabilities:
Accounts receivable (167,896) 213,213
Inventory 83,043 21,525
Prepaid expenses and other 86,653 (631,589)
Deferred income (108,032) 50,650
Deferred rent - (4,516)
Accounts payable and accrued expenses 734,635 (465,716)
-------------- --------------
Net cash used in operating activities (1,591,685) (2,581,020)
-------------- --------------
Cash flows from investing activities:
Purchase of property and equipment (47,464) (141,271)
Investment in affiliate - (250,000)
Collection of note receivable - 78,390
-------------- --------------
Net cash used in investing activities (47,464) (312,881)
-------------- --------------
Cash flows from financing activities:
Exercise of options and warrants 41,742 10,083
Payment of stock issuance cost (39,413) -
Payment of preferred stock dividends (49,329) -
Principal payments on capitalized lease (28,615) (17,035)
obligations
Repayment of notes payable (2,778) (4,166)
-------------- --------------
Net cash used in financing activities (78,393) (11,118)
-------------- --------------
Net decrease in cash and cash equivalents (1,717,542) (2,905,019)
Cash and cash equivalents at beginning of period 6,203,525 10,894,375
-------------- --------------
Cash and cash equivalents at end of period $ 4,485,983 $ 7,989,356
============== ==============
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
V-ONE CORPORATION
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation
The condensed financial statements for the three-months ended March 31, 1998 and
March 31, 1997 are unaudited and reflect all adjustments, consisting of normal
recurring adjustments, which are, in the opinion of management, necessary to
present fairly the results for the interim periods. These financial statements
should be read in conjunction with the audited financial statements as of
December 31, 1996 and 1997 and for the three years in the period ended December
31, 1997, which are included in the Company's 1997 Annual Report on Form 10-K.
The preparation of financial statements to be in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates and would
impact future results of operations and cash flows.
The results of operations for the three-month period ended March 31, 1998 are
not necessarily indicative of the results expected for the full year ending
December 31, 1998.
2. Risks and Uncertainties
The Company invests its cash primarily in money market funds with an
international commercial bank. The Company has not experienced any losses to
date on its invested cash. The Company's cash balances exceed federally insured
amounts. The Company sells its product to a wide variety of customers in a
variety of industries. The Company performs ongoing credit evaluations of its
customers but does not require collateral or other security to support customer
accounts receivable. In management's opinion, the Company has provided
sufficient provisions to prevent a significant impact of credit losses to the
financial statements.
3. Computation of Net Loss Per Common Share
The Company adopted Statement of Financial Accounting Standards No. 128,
EARNINGS PER SHARE ("SFAS 128") effective December 31, 1997. All prior period
net loss per share amounts have been restated to comply with the provisions of
SFAS 128. Basic earnings (or loss) per share is computed by dividing net income
(or loss) by the weighted average number of shares of common stock outstanding.
Diluted earnings per share is computed by dividing net income (or loss) by the
weighted average common and potentially dilutive common equivalent shares
outstanding. However, the computation of diluted loss per share was antidilutive
in each of the quarters presented; therefore, basic and diluted loss per share
are the same.
4. Conversion of Series A Convertible Preferred Stock
As of March 31, 1998, holders of Series A Convertible Preferred Stock ("Series A
Stock") had elected to convert a total of 398 shares into 187,813 shares of
Common Stock at conversion prices ranging from $2.1144 to $2.1463 per share, and
received warrants to purchase 37,563 shares of Common Stock at an exercise price
of $4.77 per share. These conversions triggered a change in the detachable
warrants issued to JMI Equity Fund II, L.P. ("JMI"), originally exercisable at
$4.50 per share ("JMI Warrants"). As a reuslt of the antidilution provision
contained in the JMI Warrants, such warrants became exercisable for 567,535
shares of Common Stock at an exercise price of $2.1144. This change in the terms
of the JMI Warrants resulted in a noncash change to income of approximately
$388,000 in the first quarter of 1998.
6
<PAGE>
5. New Accounting Standards
The Financial Accounting Standards Board has issued new standards that became
effective for reporting periods after December 15, 1997, Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income" (SFAS 130) and
Statement of Financial Accounting Standards No. 131, "Disclosures about Segments
of an Enterprise and Related Information" (SFAS 131). Effective March 31, 1998,
the Company adopted SFAS 130 and SFAS 131. The adoption of these standards has
no material affect on the Company's financial statements.
In October 1997, the AICPA issued Statement of Position (SOP) 97-2, "Software
Revenue Recognition", which superceded SOP 91-1 effective January 1, 1998.
Effective January 1, 1998, the Company adopted SOP 97-2. The adoption of this
statement has no material affect on the Company's financial statements.
6. Restatement of Financial Statements
The Company has revised its revenue recognition accounting from recognizing
revenue upon the initial shipment of software to the distributor to recognizing
revenue when the software is deployed to an end-user customer. The effect of the
restatement as of and for the three months ended March 31, 1997 and 1998 and as
of December 31, 1997 is as follows:
<TABLE>
<CAPTION>
Increase (Decrease)
three months ended March 31,
---------------------------------
1997 1998
---- ----
<S> <C> <C> <C> <C>
Effect on:
Total revenues $ (1,016,859) $ (1,207,170)
Gross profit (1,016,859) (1,269,452)
Operating expenses - -
Loss attributable to
holders of common stock 1,016,859 1,269,452
Basic and diluted loss per share 0.08 0.10
Increase (Decrease) Increase (Decrease)
as of March 31, as of December 31, 1997
--------------------------------- -------------------------------
1997 1998
---- ----
Accounts receivable $ (2,133,928) $ (3,096,275) $(1,762,584)
Inventory, net - 153,492 215,774
Deferred income - 273,479 400,000
Accumulated deficit 2,133,928 3,216,262 1,946,810
</TABLE>
7. Subsequent Events
CONVERSION OF SERIES A CONVERTIBLE PREFERRED STOCK
As of May 13, 1998, holders of Series A Convertible Preferred Stock ("Series A
Stock") elected to convert an additional 915 shares into 431,691 shares of
Common Stock at conversion prices ranging from $2.1038 to $2.1675 per share, and
received warrants to purchase 86,339 shares of Common Stock at an exercise price
of $4.77 per share.
The above transactions triggered an additional change in the JMI Warrants. As a
result of the anti-dilution provision contained in the JMI Warrants, such
warrants became exercisable for 570,395 shares of Common Stock at an exercise
price of $2.1038 per share. Based on the lowest conversion price to date in the
second quarter, this change in the terms of the JMI Warrants will result in a
noncash charge to income of approximately $6,000 in the second quarter of 1998.
7
<PAGE>
WARRANTS GRANTED TO THE STRATEGIC VENTURES GROUP
On April 22, 1998, the Board of Directors authorized the Company to issue
warrants to purchase 15,000 shares of Common Stock at an exercise price of
$3.188 per share to The Strategic Ventures Group in connection with the
execution of an executive recruiting agreement between The Strategic Ventures
Group and the Company. These warrants were issued in reliance on Section 4(2) of
the Securities Act of 1933.
REPRICING OF OUTSTANDING STOCK OPTIONS UNDER THE 1996 INCENTIVE STOCK OPTION
PLAN
On May 1, 1998, the Board of Directors authorized the offer to reset the
exercise price of all incentive stock options and non-qualified stock options
granted to the President and full-time Vice Presidents under the 1996 Incentive
Stock Option Plan. If accepted by the option holder, such options will be
replaced with non-qualified options at the new exercise price of $2.875 per
share. To be eligible for repricing, a participant must: 1) have been a
full-time employee on May 1, 1998, 2) have agreed to remain in the employ of the
Company until November 1, 1998, and 3) have accepted this offer by May 8, 1998.
At the close of business on May 8, 1998, Vice Presidents holding options to
purchase 485,000 shares of Common Stock in the aggregate had exercised their
right to reprice at the new exercise price of $2.875 per share.
8
<PAGE>
Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management's Discussion and Analysis of Financial Condition and Results of
Operations contains forward-looking statements within the meaning of Section 21E
of the Securities Exchange Act of 1934. These statements may differ in a
material way from actual future events. For instance, factors that could cause
results to differ from future events include rapid rates of technological change
and intense competition, among others. The Company's total revenues and
operating results have varied substantially from quarter to quarter and should
not be relied upon as an indication of future results. Several factors may
affect the ability to forecast the Company's quarterly operating results,
including the size and timing of individual software and hardware sales; the
length of the Company's sales cycle; the level of sales and marketing, research
and development and administrative expenses; and general economic conditions.
Operating results for a given period could be disproportionately affected by any
shortfall in expected revenues. In addition, fluctuation in revenues from
quarter to quarter will likely have an increasingly significant impact on the
Company's results of operations. The Company's growth in recent periods may not
be an accurate indication of future results of operations in light of the
Company's short operating history, the evolving nature of the network security
market and the uncertainty of the demand for Internet and intranet products in
general and the Company's products in particular. Because the Company's
operating expenses are based on anticipated revenue levels, a small variation in
the time of recognition of revenues can cause significant variations in
operating results from quarter to quarter.
Readers are also referred to the documents filed by V-ONE Corporation with the
SEC, specifically the Company's latest report on Form 10-K that identifies
important risk factors for the Company.
RESULTS OF OPERATIONS
REVENUE
Total revenues decreased from approximately $1,397,000 for the three months
ended March 31, 1997 to approximately $1,296,000 for the three months ended
March 31, 1998. This decrease was principally attributable to decreased sales of
the Company's network security products and reduced consulting activity. Product
revenues are derived principally from software licenses and the sale of hardware
products. Product revenues decreased from approximately $1,259,000 for the three
months ended March 31, 1997 to approximately $1,207,000 for the three months
ended March 31, 1998. Consulting and services revenues are derived principally
from fees for services complementary to the Company's products, including
consulting, maintenance and training. Consulting and services revenues decreased
from approximately $138,000 for the three months ended March 31, 1997 to
approximately $88,000 for the three months ended March 31, 1998 due principally
to reduced emphasis on consulting.
COST OF REVENUES
Total cost of revenues as a percentage of total revenues were approximately 40%
and 37% for the three months ended March 31, 1997 and 1998, respectively. Total
cost of revenues is composed of cost of product revenues and cost of consulting
and services revenues.
Cost of product revenues consists principally of the costs of computer hardware,
licensed technology, manuals and labor associated with the distribution and
support of the Company's products. Cost of product revenues decreased from
approximately $540,000 for the three months ended March 31, 1997 to
approximately $478,000 for the three months ended March 31, 1998 as a result of
decreased sales of the Company's network security products. Cost of product
revenues as a percentage of product revenues was approximately 43% and 40% for
the three months ended March 31, 1997 and 1998, respectively. The dollar and
percentage decreases were primarily attributable to a higher proportion of
software licenses as compared to turnkey hardware sales.
9
<PAGE>
Cost of consulting and services revenues consists principally of personnel and
related costs incurred in providing consulting, support and training services to
customers. Cost of consulting and services revenues decreased from approximately
$21,000 for the three months ended March 31, 1997 to approximately $8,000 for
the three months ended March 31, 1998. Cost of consulting and services revenues
as a percentage of consulting and services revenues was 15% and 9% for the three
months ended March 31, 1997 and 1998, respectively. The dollar and percentage
decreases were principally due to the reduced emphasis on consulting.
OPERATING EXPENSES
Sales and Marketing -- Sales and marketing expenses consist principally of the
costs of sales and marketing personnel, advertising, promotions and trade shows.
Sales and marketing expenses increased from approximately $1,455,000 for the
three months ended March 31, 1997 to approximately $1,481,000 for the three
months ended March 31, 1998. Sales and marketing expenses as a percentage of
total revenues were approximately 104% and 114% for the three months ended March
31, 1997 and 1998, respectively. The dollar and percentage increases in 1998 was
principally due to higher levels of sales and marketing efforts. Sales and
marketing expenses are expected to remain at current levels but fall as a
percentage of total revenues in the near term as a result of the Company's
increased sales and marketing efforts. This statement is based on current
expectations. It is forward-looking, and the actual results could differ
materially. For information about factors that could cause the actual results to
differ materially, please refer to Item 1. "Business - Risk Factors That May
Affect Future Results and Market Price of Common Stock" in the Company's Form
10-K.
General and Administrative -- General and administrative expenses consist
principally of the costs of finance, management and administrative personnel and
facilities expenses. General and administrative expenses increased from
approximately $770,000 for the three months ended March 31, 1997 to
approximately $1,198,000 for the three months ended March 31, 1998. The quarter
ended March 31, 1998 included a noncash charge of $388,000 attributable to an
anti-dilution adjustment to the terms of the JMI Warrants, which was triggered
by the conversion of Series A Stock. As a result of additional conversion of
shares of Series A Stock in the second quarter of 1998 to date, and the related
anti-dilution adjustment to the terms of the JMI Warrants, there will be an
additional noncash charge to income of approximately $6,000 in the second
quarter. See Note 4 to the Notes to the Condensed Financial Statements.
General and administrative expenses as a percentage of total revenues were
approximately 55% and 92% for the three months ended March 31, 1997 and 1998,
respectively. The dollar and percentage increases in 1998 were principally due
to the noncash charge as well as additional travel expense and increased
professional fees. The Company anticipates that general and administrative
expenses, exclusive of noncash charges, will increase modestly in future
periods. This statement is based on current expectations. It is forward-looking,
and the actual results could differ materially. For information about factors
that could cause the actual results to differ materially, please refer to Item
1. "Business - Risk Factors That May Affect Future Results and Market Price of
Common Stock" in the Company's Form 10-K.
Research and Development -- Research and development expenses consist
principally of the costs of research and development personnel and other
expenses associated with the development of new products and enhancement of
existing products. Research and development expenses increased from
approximately $613,000 for the three months ended March 31, 1997 to
approximately $940,000 for the three months ended March 31, 1998. Research and
development expenses as a percentage of total revenues were approximately 44%
and 73% for the three months ended March 31, 1997 and 1998, respectively. The
dollar and percentage increases were primarily due to increases in the number of
personnel associated with the Company's product development efforts and the
purchase of software licenses. The Company believes that a continuing commitment
to research and development is required to remain competitive. Accordingly, the
Company intends to allocate substantial resources to research and development,
but research and development expenses may vary as a percentage of total
revenues. This statement is based on current expectations. It is
forward-looking, and the actual results could differ materially. For information
about factors that could cause the actual results to differ materially, please
refer to Item 1. "Business - Risk Factors That May Affect Future Results and
Market Price of Common Stock" in the Company's Form 10-K.
Interest Income and Expenses -- Interest income represents interest earned on
cash and cash equivalents. Interest income decreased from approximately $116,000
for the three months ended March 31, 1997 to approximately $68,000 for the three
10
<PAGE>
months ended March 31, 1998. The decrease was attributable to reduced levels of
cash and cash equivalents. Interest expense represents interest paid or payable
on promissory notes and capitalized lease obligations. Interest expense
increased from approximately $1,000 for the three months ended March 31, 1997 to
approximately $13,000 for the three months ended March 31, 1998. The increase
was due to capitalized lease obligations.
Income Taxes -- The Company did not incur income tax expenses as a result of the
net loss incurred during the three months ended March 31, 1997 and 1998,
respectively.
Dividend on Preferred Stock -- The Company provided approximately $49,000 for a
dividend on the Series A Stock.
LIQUIDITY AND CAPITAL RESOURCES
The Company's operating activities used cash of approximately $2,581,000 and
$1,592,000 for the three months ended March 31, 1997 and 1998, respectively.
Cash used in operating activities for the three months ended March 31, 1998
resulted principally from net losses and increases in accounts receivable,
partially offset by an increase in accounts payable, the noncash charge related
to the issuance of warrants and depreciation.
Capital expenditures for property and equipment were approximately $141,000 and
$47,000 for the three months ended March 31, 1997 and 1998, respectively. These
expenditures have generally been for computer workstations and personal
computers, office furniture and equipment, and leasehold additions and
improvements. The Company expects to purchase additional computer equipment,
office furniture and leasehold improvements in 1998. During the three months
ended March 31, 1997, the Company made an investment of $250,000 in Network
Flight Recorder, Inc.
The Company believes that its current cash and cash equivalents and funds that
may be generated from on-going operations will be sufficient to finance the
Company's operations at least through March 31, 1999.
As of March 31, 1998, the Company had an accumulated deficit of approximately
$23,089,000. The Company currently expects to incur net losses over the next
several quarters.
Software development costs are included in research and development and are
expensed as incurred. Statement of Financial Accounting Standards ("SFAS") No.
86, "Accounting for the Cost of Computer Software to be Sold, Leased or
Otherwise Marketed" requires the capitalization of certain software development
costs once technological feasibility is established, which the Company generally
defines as completion of a working model. Capitalization ceases when the
products are available for general release to customers, at which time
amortization of the capitalized costs begins on a straight-line basis over the
estimated product life, or on the ratio of current revenues to total projected
product revenues, whichever is greater. To date, the period between achieving
technological feasibility and the general availability of such software has been
short, and software development costs qualifying the capitalization have been
insignificant. Accordingly, the Company has not capitalized any software
development costs.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
11
<PAGE>
Part II. Other Information
Item 1. Legal Proceedings
None
Item 2. Changes in Securities and Use of Proceeds
Warrants Granted to The Strategic Ventures Group
On April 22, 1998, the Company issued warrants to purchase 15,000 shares of
Common Stock at an exercise price of $3.188 per share to The Strategic Ventures
Group in connection with the execution of an executive recruiting agreement
between The Strategic Ventures Group and the Company. These warrants were issued
in reliance on Section 4(2) of the Securities Act of 1933.
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) The following exhibit is filed as part of this quarterly report on Form 10-Q
for the quarter period ended March 31, 1998
Exhibit 27 - Revised financial data schedule for the three months ended
March 31, 1998.
(b) Reports on Form 8-K
None
12
<PAGE>
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amended report to be signed on its behalf by the
undersigned thereunto duly authorized.
V-ONE CORPORATION
Registrant
Date: April 23, 1999 By: /s/ Charles B. Griffis
-------------------------------------
Name: Charles B. Griffis
Title: Senior Vice President, Chief
Financial Officer and Treasurer (Duly
authorized officer and Principal
Financial Officer)
13
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S FINANCIAL STATEMENTS CONTAINED IN THE COMPANY'S AMENDED FORM 10-Q FOR
THE PERIOD ENDED MARCH 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0001008946
<NAME> V-ONE
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-1-1998
<PERIOD-END> MAR-31-1998
<CASH> 4,485,983
<SECURITIES> 0
<RECEIVABLES> 1,503,223
<ALLOWANCES> (540,932)
<INVENTORY> 500,851
<CURRENT-ASSETS> 6,190,733
<PP&E> 1,464,702
<DEPRECIATION> (491,403)
<TOTAL-ASSETS> 8,494,888
<CURRENT-LIABILITIES> 2,610,603
<BONDS> 0
3,328,884
0
<COMMON> 13,319
<OTHER-SE> 2,221,706
<TOTAL-LIABILITY-AND-EQUITY> 8,494,888
<SALES> 1,295,710
<TOTAL-REVENUES> 1,295,710
<CGS> 485,607
<TOTAL-COSTS> 3,619,476
<OTHER-EXPENSES> 0
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