<PAGE>
--------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________________
FORM 10-Q
(Mark one)
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
FOR THE QUARTER ENDED JUNE 30, 2000
OR
[_] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
COMMISSION FILE NUMBER 000-24733
_________________________________
ENTRUST TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)
MARYLAND 62-1670648
(State or other jurisdiction of (IRS employer identification no.)
incorporation or organization)
ONE PRESTON PARK SOUTH
4975 PRESTON PARK BLVD, SUITE 400
PLANO, TX 75093
(Address of principal executive offices & zip code)
Registrant's telephone number, including area code: (972) 943-7300
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 [_]
There were 62,456,598 shares of the registrant's $.01 par value Common
stock outstanding as of August 10, 2000.
--------------------------------------------------------------------------------
<PAGE>
ENTRUST TECHNOLOGIES INC.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION Page
----
Item 1. Financial Statements
<S> <C>
Condensed Consolidated Balance Sheets...................................................... 3
Condensed Consolidated Statements of Operations............................................ 4
Condensed Consolidated Statements of Cash Flows............................................ 5
Notes to Condensed Consolidated Financial Statements....................................... 6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations...................................................................... 10
Item 3. Quantitative and Qualitative Disclosures about Market Risk................................. 22
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.......................................................................... 23
Item 2. Changes in Securities and Use of Proceeds.................................................. 24
Item 4. Submission of Matters to a Vote of Security Holders........................................ 24
Item 6. Exhibits and Reports on Form 8-K........................................................... 25
SIGNATURES................................................................................................ 26
EXHIBITS.................................................................................................. 27
</TABLE>
2
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
ENTRUST TECHNOLOGIES INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
(Unaudited)
DECEMBER 31, JUNE 30,
------------ ---------
1999 2000
---- ----
(In thousands)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents....................... 21,877 151,419
Short-term marketable investments............... 67,394 113,745
Accounts receivable, net........................ 21,817 31,326
Prepaid expenses and other...................... 4,195 4,029
-------- --------
Total current assets.......................... 115,283 300,519
Long-term marketable investment.................. 2,405 1,163
Property and equipment, net...................... 6,904 9,910
Purchased product rights......................... -- 22,010
Goodwill and other purchased intangibles, net.... 2,948 443,966
Other long-term assets........................... 2,980 18,601
-------- --------
Total assets.................................. $130,520 $796,169
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable................................ $ 6,636 $ 24,134
Accrued liabilities............................. 9,169 27,098
Deferred income................................. 10,761 14,525
Due to related party............................ 799 799
-------- --------
Total current liabilities..................... 27,365 66,556
Long-term liabilities............................ - 582
-------- --------
Total liabilities............................. 27,365 67,138
======== ========
Shareholders' equity:
Common and special voting stock and
additional paid-in capital..................... 123,387 773,898
Unearned deferred compensation ................. (439) (426)
Accumulated other comprehensive income (loss)... (535) 441
Accumulated deficit............................. (19,258) (44,882)
-------- --------
Total shareholders' equity.................... 103,155 729,031
-------- --------
Total liabilities and shareholders' equity.... $130,520 $796,169
======== ========
</TABLE>
See accompanying notes to condensed consolidated financial statements
3
<PAGE>
ENTRUST TECHNOLOGIES INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
(Unaudited) (Unaudited)
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------- -------
1999 2000 1999 2000
---- ---- ---- ----
(In thousands, except per share data)
<S> <C> <C> <C> <C>
Revenues:
License........................................ $13,915 $ 18,780 $25,541 $ 39,669
Services and maintenance....................... 5,840 10,536 11,039 18,709
------- -------- ------- --------
Total revenues.............................. $19,755 $ 29,316 $36,580 $ 58,378
------- -------- ------- --------
Cost of revenues:
License......................................... 414 953 809 1,890
Services and maintenance........................ 3,244 6,064 6,091 10,632
------- -------- ------- --------
Total cost of revenues....................... 3,658 7,017 6,900 12,522
------- -------- ------- --------
Gross profit..................................... 16,097 22,299 29,680 45,856
------- -------- ------- --------
Operating expenses:
Sales and marketing............................. 9,769 14,905 18,379 27,762
Research and development........................ 4,005 5,825 7,886 10,818
General and administrative...................... 1,882 2,722 3,376 4,914
Acquired in-process research and development.... - 29,614 - 29,614
Goodwill amortization........................... 178 1,615 356 2,276
------- -------- ------- --------
Total operating expenses..................... 15,834 54,681 29,997 75,384
------- -------- ------- --------
Income (loss) from operations.................... 263 (32,382) (317) (29,528)
Interest income.................................. 853 3,727 1,767 5,613
------- -------- ------- --------
Income (loss) before income taxes................ 1,116 (28,655) 1,450 (23,915)
Provision for income taxes....................... 245 287 245 1,709
------- -------- ------- --------
Net income (loss)................................ $ 871 $(28,942) $ 1,205 $(25,624)
======= ======== ======= ========
Net income (loss) per share:
Basic........................................ $0.02 $(0.54) $0.03 $(0.50)
Diluted...................................... $0.02 $(0.54) $0.02 $(0.50)
Weighted average common shares used in per
share computations:
Basic........................................ 43,496 53,581 43,203 51,415
Diluted...................................... 54,463 53,581 54,552 51,415
</TABLE>
See accompanying notes to condensed consolidated financial statements
4
<PAGE>
ENTRUST TECHNOLOGIES INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
(Unaudited)
SIX MONTHS ENDED
JUNE 30,
--------
1999 2000
---- ----
(In thousands)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)......................................................... $ 1,205 $ (25,624)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation and amortization......................................... 1,452 3,978
Deferred income taxes................................................. (32) --
Deferred compensation earned.......................................... 98 113
Acquired in-process research and development.......................... -- 29,614
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable............................ 1,218 (4,924)
(Increase) decrease in prepaid expenses and other..................... (484) 328
Increase (decrease) in accounts payable............................... (103) 2,394
Increase in accrued liabilities....................................... 830 4,424
Increase in deferred income........................................... 1,619 1,348
Decrease due to related party......................................... (91) --
-------- --------
Net cash provided by operating activities.......................... 5,712 11,651
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of marketable investments....................................... (66,293) (133,745)
Dispositions of marketable investments.................................... 73,697 88,636
Purchases of property and equipment....................................... (2,289) (1,979)
Increase in other long-term assets........................................ (1,453) (15,669)
Net cash acquired in purchase transactions................................ -- 12,644
-------- --------
Net cash provided by (used in) investing activities................ 3,662 (50,113)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of long-term debt............................................... (6) --
Proceeds and tax reduction from exercise of stock options and
employee stock purchase plan............................................ 3,545 6,626
Proceeds from issuance of common stock, net of
issuance costs.......................................................... -- 161,513
-------- --------
Net cash provided by financing activities.......................... 3,539 168,139
-------- --------
EFFECT OF EXCHANGE RATE CHANGES ON CASH..................................... 29 (135)
-------- --------
NET INCREASE IN CASH AND CASH EQUIVALENTS................................... 12,942 129,542
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD............................ 3,712 21,877
-------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD.................................. $ 16,654 $151,419
======== ========
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Issuance of common stock, stock options and warrants related to the
acquisition of enCommerce, Inc.......................................... -- $482,272
======== ========
</TABLE>
See accompanying notes to condensed consolidated financial statements
5
<PAGE>
ENTRUST TECHNOLOGIES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(In thousands, except share data)
NOTE 1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have
been prepared on the same basis as the audited annual consolidated financial
statements and, in the opinion of management, include all adjustments,
consisting only of normal recurring adjustments, necessary for a fair
presentation of the financial position, results of operations and cash flows.
The results of operations for the six months ended June 30, 2000 are not
necessarily indicative of the results to be expected for the full year. Certain
information and footnote disclosures normally contained in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted. These condensed consolidated financial statements should
be read in conjunction with the Notes to Consolidated Financial Statements for
the year ended December 31, 1999 contained in Entrust Technologies Inc.'s Form
10-K.
NOTE 2. NET INCOME (LOSS) PER SHARE AND SHARES OUTSTANDING
Basic net income (loss) per share is computed by dividing the net income
(loss) by the weighted average number of shares of Common stock of all classes
outstanding during the period. Diluted net income (loss) per share is computed
by dividing the net income (loss) by the weighted average number of shares of
Common stock and potential Common stock outstanding, and when dilutive,
exchangeable Special Voting stock on an as-if exchanged basis, and options to
purchase Common stock using the treasury stock method. The dilutive effect of
the exchangeable Special Voting stock and the options to purchase Common stock
are excluded from the computation of diluted net income (loss) per share if
their effect is antidilutive. For the three and six months ended June 30, 2000,
the antidilutive effect excluded from the diluted net loss per share computation
due to the exchangeable Special Voting stock outstanding was nil and 1,289,322
shares, respectively, and due to the options to purchase Common stock was
4,698,040 and 5,314,623 shares, respectively.
On August 21, 1998, the Company closed its initial public offering, issuing
5,400,000 shares of its Common stock at an initial public offering price of $16
per share. The net proceeds to the Company from the offering, after deducting
underwriting discounts and commissions and offering expenses incurred by the
Company, were approximately $79,098. Concurrent with the closing of the initial
public offering, the majority shareholder of the Company exercised its option to
exchange 2,542,711 shares of the Company's Special Voting stock into the
equivalent number of shares of Common stock, among other transactions. After
this exchange, the remaining number of issued and outstanding Special Voting
shares was 5,157,289.
On February 29, 2000 and March 2, 2000, the Company closed its follow-on
offering (which included an over-allotment option closing), issuing an aggregate
of 2,074,260 shares of its Common stock at an offering price of $82 per share.
The net proceeds to the Company from the offering, after deducting underwriting
discounts and commissions and offering expenses incurred by the Company, were
approximately $161,513. Concurrent with the closing of the follow-on offering,
the largest shareholder of the Company exercised its option to exchange
5,157,289 shares of the Company's Special Voting stock into the equivalent
number of shares of Common stock. After this exchange, there were no issued and
outstanding shares of the Company's Special Voting stock.
On June 26, 2000, the Company issued 8,548,177 shares of Common stock in
connection with the acquisition of enCommerce. In addition, 1,430,595 shares of
Common stock were issued in the six months ended June 30, 2000 related to the
exercise of employee stock options and the sale of shares under the employee
stock purchase plan. Total Common stock issued and outstanding was 45,203,448
shares and 62,413,769 shares at December 31, 1999 and June 30, 2000,
respectively.
6
<PAGE>
NOTE 3. MARKETABLE INVESTMENTS
Marketable investments consist of investments in a strategic cash
management account. This account is invested primarily in highly rated
corporate securities, in securities guaranteed by the U.S. government or its
agencies and highly rated municipal bonds, primarily with a remaining maturity
of not more than 12 months. The Company has the intent and ability to hold all
investments until maturity. Therefore, all such investments are classified as
held to maturity investments and stated at amortized cost. At June 30, 2000,
the amortized cost of the Company's investments approximated fair value.
NOTE 4. SEGMENT AND GEOGRAPHIC INFORMATION
Segment information
The Company conducts business in one operating segment: the design,
production and sale of software products and related services for encryption and
digital signature. The nature of the Company's products and services is similar
and, in general, the type of customers for those products and services is not
distinguishable. The Company does, however, prepare information for internal use
by the Chief Operating Decision Maker ("CODM"), the President and Chief
Executive Officer, on a geographic basis. Accordingly, the Company has included
a summary of the segment financial information reported to the CODM as follows
in the next section regarding geographic information.
Geographic information
Revenues are attributed to specific geographical areas based on where the
sales order originated. Company assets are identified with operations in the
respective geographic areas.
The Company operates in three main geographic areas as follows:
<TABLE>
<CAPTION>
(Unaudited) (Unaudited)
Three Months Ended Six Months Ended
------------------ ----------------
June 30, June 30,
-------- --------
1999 2000 1999 2000
------- -------- -------- --------
<S> <C> <C> <C> <C>
Revenues:
United States.............................. $15,351 $ 11,390 $ 25,884 $ 28,499
Canada..................................... 1,933 5,819 5,733 12,421
Europe, Asia and Other..................... 2,471 12,107 4,963 17,458
------- -------- -------- --------
Total revenues............................ $19,755 $ 29,316 $ 36,580 $ 58,378
======= ======== ======== ========
Income (loss) before income taxes:
United States.............................. $ 768 $(29,770) $ 885 $(27,707)
Canada..................................... (77) 854 (179) 3,299
Europe, Asia and Other..................... 425 261 744 493
------- -------- -------- --------
Total income (loss) before income taxes... $ 1,116 $(28,655) $ 1,450 $(23,915)
======= ======== ======== ========
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
(Unaudited)
December 31, June 30,
------------ --------
1999 2000
---- ----
<S> <C> <C>
Total assets:
United States.............................. $107,517 $764,412
Canada..................................... 15,216 17,685
Europe, Asia and Other..................... 7,787 14,072
-------- --------
Total.................................. $130,520 $796,169
======== ========
</TABLE>
NOTE 5. ACQUISITION OF CYGNACOM SOLUTIONS, INC. AND ENCOMMERCE, INC.
On March 14, 2000 (the "CygnaCom Acquisition Date"), the Company completed
the acquisition of all of the outstanding stock of CygnaCom Solutions, Inc.
("CygnaCom"), a Virginia corporation, pursuant to a Stock Purchase Agreement
("Purchase Agreement"), dated as of March 14, 2000, by and among the Company,
CygnaCom and the stockholders of CygnaCom. CygnaCom is based in McLean,
Virginia and is a high technology company that delivers information technology
products and services, with expertise in public key infrastructure,
cryptographic technologies, security engineering and systems integration and
development. The Company intends to continue CygnaCom's business substantially
in the manner conducted by CygnaCom immediately prior to the acquisition.
Pursuant to the Purchase Agreement, on the CygnaCom Acquisition Date, all
of the outstanding shares of common stock of CygnaCom were exchanged, in the
aggregate, for a purchase price of $16,000 in cash and $555 in assumed net
liabilities and acquisition expenses, whereupon Cygnacom became a wholly-owned
subsidiary of the Company. The Purchase Agreement and the acquisition of
CygnaCom were approved by the Board of Directors of the Company, and the Board
of Directors and stockholders of CygnaCom.
The acquisition was accounted for under the purchase method of accounting,
and accordingly, the purchase price was allocated to the fair value of the
assets and liabilities acquired, with the remainder allocated to goodwill.
Goodwill of $16,555 was recorded as a result of this acquisition, and $1,380 and
$1,840 of goodwill amortization has been recorded in the three and six months
ended June 30, 2000, respectively. In addition, the results of operations of
CygnaCom have been included in the Company's financial statements from the
CygnaCom Acquisition Date.
On June 26, 2000, the Company completed the acquisition of all of the
outstanding capital stock, options and warrants of enCommerce, Inc.
("enCommerce"), a global portal infrastructure company and a provider of
software and services designed to manage electronic business relationships,
based in Santa Clara, California, with subsidiaries in England and Japan, in
exchange for 8.548 million shares of the Company's Common stock and 1.702
million options and warrants to purchase Common stock, with an aggregate fair
value of $482,272. The Company also incurred approximately $22,355 in
acquisition-related expenses. This acquisition was completed in accordance with
the Merger Agreement by and among the Company, Enable Acquisition Corp.
("Enable"), a California corporation and a wholly-owned subsidiary of the
Company, and enCommerce. Pursuant to the Merger Agreement, Enable merged with
and into enCommerce, whereupon enCommerce became a wholly-owned subsidiary of
the Company.
The acquisition was accounted for under the purchase method of accounting,
and accordingly, the purchase price of approximately $504,627 was allocated to
the fair value of the tangible and intangible assets and liabilities acquired,
with the remainder allocated to goodwill. In connection with the purchase price
8
<PAGE>
allocation, the Company obtained an independent appraisal of the intangible
assets, which indicated that approximately $29,614 of the acquired intangible
assets consisted of in-process research and development. The development of
these products has not reached technological feasibility and the technology has
no alternative future use and, accordingly, the $29,614 of in-process research
and development has been expensed in the three and six months ended June 30,
2000, as a result of this acquisition. The value of purchased in-process
research and development was calculated by identifying development projects in
areas for which technological feasibility had not been established, estimating
the costs to develop the purchased in-process products into commercially viable
products, estimating the resulting net cash flows from such products,
discounting the net cash flows to present value, and applying the percentage
completion of the projects thereto. The discount rate includes a factor that
takes into account the uncertainty surrounding the successful deployment of the
purchased in-process products.
In addition, the results of operations of enCommerce will be included in
the Company's financial statements commencing from June 30, 2000, the effective
date of the acquisition for accounting purposes.
The purchase price of enCommerce has been allocated on a preliminary
basis as follows:
<TABLE>
<CAPTION>
Amortization
Period
(Straight-line)
<S> <C> <C>
Net tangible assets.......................................................... $ 26,264 --
Purchased product rights, related to the getAccess product suite............. 22,010 4 years
Assembled work force......................................................... 3,360 3 years
Customer list................................................................ 23,105 3 years
Goodwill..................................................................... 400,274 4 years
In-process research and development.......................................... 29,614 --
--------
Total purchase price..................................................... $504,627
========
</TABLE>
The following unaudited pro forma data summarize the combined results of
operations of Entrust Technologies Inc., CygnaCom and enCommerce for the three
and six months ended June 30, 1999 and 2000, respectively, as if the
acquisitions had taken place as of the beginning of the respective periods, and
accordingly, exclude the $29,614 write-off of in-process research and
development, a non-recurring charge directly attributable to the acquisition of
enCommerce and include a full period's amortization of goodwill and other
purchased intangibles in each period shown. Also, the per share data, in each
period shown, includes the Common shares of the Company issued in connection
with the acquisition of enCommerce, but excludes options and warrants issued as
their effect is antidilutive.
<TABLE>
<CAPTION>
(Unaudited) (Unaudited)
Three Months Ended Six Months Ended
------------------ ----------------
June 30, June 30,
-------- --------
1999 2000 1999 2000
------- ------- ------- -------
<S> <C> <C> <C> <C>
Revenues............................... $23,865 $35,218 $43,707 $69,976
======= ======= ======= =======
Net loss............................... (31,843) (36,995) (62,780) (67,960)
======= ======= ======= =======
Basic and diluted net loss per share... (0.61) (0.60) (1.21) (1.13)
======= ======= ======= =======
</TABLE>
These pro forma amounts are not necessarily indicative of future results of
operations.
NOTE 6. COMPREHENSIVE INCOME (LOSS)
The components of comprehensive income (loss) are as follows:
Three Months Six Months
Ended June 30, Ended June 30,
------------------ ----------------
1999 2000 1999 2000
------ ----- ----- -----
Net income (loss) $ 871 $(28,942) $1,205 $(25,624)
Translation adjustments 101 375 29 976
----- -------- ------ --------
Comprehensive income (loss) $ 972 $(28,567) $1,234 $(24,648)
===== ======== ====== ========
9
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
This report contains forward-looking statements that involve risks and
uncertainties. The statements contained in this report that are not purely
historical are forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934, including without limitation statements regarding our expectations,
beliefs, intentions or strategies regarding the future. All forward-looking
statements included in this report are based on information available to us, up
to and including, the date of this document, and we assume no obligation to
update any such forward-looking statements. Our actual results could differ
significantly from those anticipated in these forward-looking statements as a
result of certain factors, including those set forth below, under "Overview",
"Certain Factors that May Affect Our Business" and elsewhere in this report.
OVERVIEW
We are the leading global provider of public-key infrastructure, or PKI,
products and services to e-businesses and other organizations. We are committed
to enabling organizations to conduct e-commerce securely, ensuring they benefit
from increased service efficiency, technology cost savings and the confidence
associated with trusted e-business technologies. Our products and services
enable organizations and their partners to manage trusted, secure electronic
transactions and communications over today's advanced networks, including
intranets, extranets and the Internet. Since 1994, we have provided our PKI
solution primarily to global enterprises and government entities, as well as,
small- to mid-sized businesses and individuals. To date, over four million
users worldwide have been licensed to use Entrust products.
Our quarterly operating results have varied substantially in the past and
are likely to vary substantially from quarter to quarter in the future due to a
variety of factors. In particular, our period-to-period operating results are
significantly dependent upon the completion date of large license agreements. In
this regard, the purchase of our products often requires a significant capital
investment which customers may view as a discretionary cost and, therefore, a
purchase that can be deferred or canceled due to budgetary or other business
reasons. Estimating future revenues is also difficult because we ship our
products soon after an order is received and, therefore, we do not have a
significant backlog. Thus, quarterly license revenues are heavily dependent upon
orders received and shipped within the same quarter. Moreover, we have generally
recorded a significant portion of our total quarterly revenues in the third
month of a quarter, with a concentration of these revenues in the last half of
that third month. This concentration of revenues is influenced by customer
tendencies to make significant capital expenditures at the end of a fiscal
quarter. We expect these revenue patterns to continue for the foreseeable
future. In addition, quarterly license revenues are dependent on the timing of
revenue recognition, which can be affected by many factors, including the timing
of customer installations and acceptance. In these regards, we have from time to
time experienced delays in recognizing revenues with respect to certain orders.
In any period a significant portion of our revenue may be derived from large
sales to a limited number of customers. Despite the uncertainties in our revenue
patterns, our operating expenses are based upon anticipated revenue levels and
such expenses are incurred on an approximately ratable basis throughout the
quarter. As a result, if expected revenues are delayed or otherwise not realized
in a quarter for any reason, our business, operating results and financial
condition would be adversely affected in a significant way. See "Certain Factors
That May Affect Our Business".
10
<PAGE>
RESULTS OF OPERATIONS
The following table sets forth certain condensed consolidated statement of
operations data expressed as a percentage of total revenues for the periods
indicated:
<TABLE>
<CAPTION>
(Unaudited) (Unaudited)
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
---------- ---------
1999 2000 1999 2000
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues:
License....................................... 70.4% 64.1% 69.8% 68.0%
Services and maintenance...................... 29.6 35.9 30.2 32.0
----- ------ ----- ------
Total revenues.............................. 100.0 100.0 100.0 100.0
----- ------ ----- ------
Cost of revenues:
License....................................... 2.1 3.3 2.2 3.2
Services and maintenance...................... 16.4 20.7 16.7 18.2
----- ------ ----- ------
Total cost of revenues...................... 18.5 24.0 18.9 21.4
----- ------ ----- ------
Gross profit.................................... 81.5 76.0 81.1 78.6
----- ------ ----- ------
Operating expenses:
Sales and marketing........................... 49.5 50.8 50.2 47.6
Research and development...................... 20.3 19.9 21.6 18.5
General and administrative.................... 9.5 9.3 9.2 8.4
Acquired in-process research and development -- 101.0 -- 50.7
Goodwill amortization......................... 0.9 5.5 1.0 3.9
----- ------ ----- ------
Total operating expenses.................... 80.2 186.5 82.0 129.1
----- ------ ----- ------
Income (loss) from operations................... 1.3 (110.5) (0.9) (50.5)
Interest income................................. 4.3 12.7 4.8 9.6
----- ------ ----- ------
Income (loss) before
income taxes................................. 5.6 (97.8) 3.9 (40.9)
Provision for income taxes...................... 1.2 0.9 0.6 3.0
----- ------ ----- ------
Net income (loss)............................... 4.4% (98.7)% 3.3% (43.9)%
===== ====== ===== ======
</TABLE>
REVENUES
We recognize revenues in accordance with the provisions of the American
Institute of Certified Public Accountants' Statement of Position 97-2 "Software
Revenue Recognition". We generate revenues primarily from licensing the rights
to our software products to end-users and, to a lesser extent, from sublicense
fees from resellers. We also generate revenues from consulting, training and
post-contract support, or maintenance, performed for customers who license our
products.
Accordingly, revenues from perpetual software license agreements are
recognized as revenues upon receipt of an executed license agreement, or an
unconditional order under an existing license agreement, and shipment of the
software, if there are no significant remaining vendor obligations, collection
of the receivable is
11
<PAGE>
probable and payment is due within twelve months.
Revenues from maintenance services are recognized ratably over the term of
the maintenance period, which is typically one year. If maintenance services are
included free of charge or discounted in a license agreement, such amounts are
unbundled from the license fee at their fair market value based upon the value
established by independent sales of such maintenance services to other
customers. Revenues from the sale of Web server certificates by Entrust.net, our
certification authority service, are also recognized ratably over the term of
the certificate, which is typically one to two years.
Consulting and training revenues are generally recognized as the services
are performed. Consulting services are typically performed under separate
service agreements and are usually performed on a time and materials basis.
Such services primarily consist of implementation services related to the
installation and deployment of our products and do not include significant
customization or development of the underlying software code.
We use the percentage of completion method to account for large custom
development contracts. Under this method, we recognize revenues and profit as
the work on the contract progresses. Revenues are recognized by applying the
percentage of the total cost incurred to date divided by the total estimated
contract cost to the total contract value, and any projected loss is recognized
immediately. The project cost estimates in each case are reviewed on a regular
basis.
Total Revenues
Total revenues increased 48% from $19.8 million for the three months ended
June 30, 1999 to $29.3 million for the three months ended June 30, 2000. Total
revenues increased 60% from $36.6 million for the six months ended June 30, 1999
to $58.4 million for the six months ended June 30, 2000. Total revenues derived
from North America in the three months ended June 30, 2000 were consistent with
those of the same period in 1999, while total revenues derived from outside of
North America increased 384% from $2.5 million for the three months ended
June 30, 1999 to $12.1 million for the three months ended June 30, 2000. Total
revenues derived from North America increased 29% from $31.6 million for the six
months ended June 30, 1999 to $40.9 million for the six months ended June 30,
2000, while total revenues derived from outside of North America increased 250%
from $5.0 million for the six months ended June 30, 1999 to $17.5 million for
the six months ended June 30, 2000. The majority of the overall growth in total
revenues in the first six months of 2000 has been experienced in Europe, Asia
and other international locales, which is reflective of the resources invested
to focus on those regions in recent quarters. However, the level of non-North
American revenues has fluctuated from period to period and this trend is
expected to continue for the foreseeable future.
License Revenues
License revenues increased 35% from $13.9 million for the three months
ended June 30, 1999 to $18.8 million for the three months ended June 30, 2000,
representing 70% and 64% of total revenues in the respective periods. License
revenues increased 56% from $25.5 million for the six months ended June 30, 1999
to $39.7 million for the six months ended June 30, 2000, representing 70% and
68% of total revenues in the respective periods. The increase in license
revenues in absolute dollars was primarily due to increasing market awareness
and acceptance of our product offerings, continued enhancement and increasing
breadth of our product offerings, expansion of our sales and marketing
organization, and sales to new industry and geographic markets. License revenues
as a percentage of total revenues have decreased for the three and six months
ended June 30, 2000 compared to the same periods in 1999 due to growing demand
for services and maintenance from our customers and stronger professional
services revenues from the addition of CygnaCom in the first quarter of 2000.
Services and Maintenance Revenues
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Services and maintenance revenues increased 81% from $5.8 million for the
three months ended June 30, 1999 to $10.5 million for the three months ended
June 30, 2000, representing 30% and 36% of total revenues in the respective
periods. Services and maintenance revenues increased 70% from $11.0 million for
the six months ended June 30, 1999 to $18.7 million for the six months ended
June 30, 2000, representing 30% and 32% of total revenues in the respective
periods. The increase in services and maintenance revenues in absolute dollars
was primarily the result of an increase in demand for consulting services and
customer support, the additional professional services resources and revenues
due to the acquisition of CygnaCom, and increases in maintenance revenues from a
larger installed product base and continued customer renewals of annual
maintenance agreements. The growing customer base has resulted in an
acceleration of demand for consulting services to assist these customers as they
deploy our solutions. The increase in services and maintenance revenues as a
percentage of total revenues was the result of a shift in mix of revenues from
license to service and maintenance revenues in the second quarter of 2000. This
is largely due to the continued growth of our services and maintenance business
in response to customer demand, and the incremental impact of a full quarter of
CygnaCom professional services revenues in the three months ended June 30, 2000.
We continue to focus on building new service offerings for our customers and
also continue to focus on building our relationships with outside service
providers to ensure that we have adequate resources available to meet the demand
of our customers.
COST OF REVENUES
Cost of License Revenues
Cost of license revenues consists primarily of costs associated with
product media, documentation, packaging and royalties to third-party software
vendors. Cost of license revenues increased from $414,000 for the three months
ended June 30, 1999 to $953,000 for the three months ended June 30, 2000,
representing 2% and 3% of total revenues for the respective periods. Cost of
license revenues increased from $809,000 for the six months ended June 30, 1999
to $1.9 million for the six months ended June 30, 2000, representing 2% and 3%
of total revenues for the respective periods. The increase in cost of license
revenues in absolute dollars and as a percentage of total revenues was primarily
a result of higher royalty fees paid to third-party software vendors, as we have
incorporated a higher level of third-party software in our products sold in the
first six months of 2000, compared to the same period of 1999. The mix of
third-party products may vary from period to period and our gross margins and,
consequently, our results of operations could be adversely affected.
Cost of Services and Maintenance Revenues
Cost of services and maintenance revenues consists primarily of personnel
costs associated with customer support, training and consulting services, as
well as amounts paid to third-party consulting firms for those services. Cost of
services and maintenance revenues increased from $3.2 million for the three
months ended June 30, 1999 to $6.1 million for the three months ended June 30,
2000, representing 16% and 21% of total revenues for the respective periods.
Cost of services and maintenance revenues increased from $6.1 million for the
six months ended June 30, 1999 to $10.6 million for the six months ended June
30, 2000, representing 17% and 18% of total revenues for the respective periods.
The increase in absolute dollars during the three and six months ended June 30,
2000 reflected the increased costs associated with the increased levels of
services and maintenance revenues experienced during these periods and the
acquisition of CygnaCom resources in the first quarter of 2000. The increase in
the cost of services and maintenance revenues as a percentage of total revenues
in the three and six months ended June 30, 2000 reflects slightly lower
productivity and utilization of available services resources compared to the
same period of the previous year due to an additional investment made in new
professional service personnel in the second quarter of 2000, that require
training time before they reach target utilization, but are necessary in order
to prepare for future growth in the business. Also, the Company made significant
investments in added customer support personnel to support the quickly growing
installed base of customers. Further, the increase as a percentage of total
revenues is indicative of the fact that services and maintenance revenues grew
more rapidly than license revenues in the second quarter of 2000.
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Services and maintenance gross profit as a percentage of services and
maintenance revenues was 44% and 42% for the three months ended June 30, 1999
and 2000, respectively. Services and maintenance gross profit as a percentage of
services and maintenance revenues was 45% and 43% for the six months ended June
30, 1999 and 2000, respectively. This decrease in the services and maintenance
profit for the three and six months ended June 30, 2000, compared to the same
period in 1999, reflects the investment we made in the professional services
team through the acquisition of CygnaCom during the first quarter of 2000, which
represents a slight shift in the mix of overall services revenue toward the
lower-margin professional services revenues. Also, the decrease in the service
and maintenance gross profit as a percentage of services and maintenance
revenues reflects the investment made in additional professional service and
customer support personnel in the second quarter of 2000.
OPERATING EXPENSES
Sales and Marketing
Sales and marketing expenses increased from $9.8 million and $18.4 million
for the three and six months ended June 30, 1999 to $14.9 million and $27.8
million for the comparable periods in 2000. Sales and marketing expenses
represented 50% of total revenues for the three and six months ended June 30,
1999, compared to 51% and 48% for the comparable periods in 2000. The increase
in absolute dollars was primarily the result of costs associated with the
expansion of our sales and marketing organization, both domestically and
internationally, in order to support the growing revenue base, as we continue to
penetrate new markets and industry segments. In addition, we continue to make
significant investments in marketing to support the launch of new products,
services and marketing programs. We have continued our strategy of (a)
investing in hiring and training our direct sales organization in anticipation
of future market growth, and (b) investing in marketing efforts in support of
new product launches. Failure of these investments to generate future revenues
could have a significant adverse effect on our operations. The decrease in
sales and marketing expenses as a percentage of total revenues in the first half
of 2000, compared to the same period in 1999, reflects the higher revenue base
as well as results of the Company's continued focus on improving the
productivity of sales and marketing personnel and gaining efficiencies in the
related processes.
Research and Development
Research and development expenses increased from $4.0 million and $7.9
million for the three and six months ended June 30, 1999 to $5.8 million and
$10.8 million for the comparable periods in 2000. Research and development
expenses represented 20% and 22% of total revenues for the three and six months
ended June 30, 1999, compared to 20% and 19% for the comparable periods in 2000.
The increased investment in research and development expenses in absolute
dollars reflects higher expenses related to increased staffing of software
developers. These employees were added primarily in connection with the
continuing expansion and enhancement of our product offerings and our commitment
to quality assurance and testing, and globalization of these product offerings.
The investment in research and development as a percentage of total revenues
decreased for the six months ended June 30, 2000, compared to the same period in
1999, as a result of the growth of revenues outpacing the expansion of the
development team between those periods. However, we believe that we must
continue to invest in research and development in order to maintain our
technological leadership position and, thus, expect research and development
expenses to continue to increase in absolute dollars as we hire additional
experienced security experts and software engineers.
General and Administrative
General and administrative expenses increased from $1.9 million and $3.4
million for the three and six months ended June 30, 1999 to $2.7 million and
$4.9 million for the comparable periods in 2000. General and administrative
expenses represented 10% and 9% of total revenues for the three and six months
ended June 30, 1999, compared to 9% and 8% for the comparable periods in 2000.
The increase in general and administrative expenses in absolute dollars reflects
our continued investment in increased staffing and related expenses for the
enhancement of the infrastructure necessary to support our growing business,
including investor relations programs, improved management information systems
and the increased utilization of outside professional
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service firms. The decrease as a percentage of total revenues reflects
efficiencies gained throughout our administrative processes as we grow as a
company.
Acquired in-process Research and Development and Goodwill Amortization
On June 8, 1998, we completed the acquisition of r3 Security Engineering
AG, a company based in Zurich, Switzerland, which provides consulting, applied
research and product development services related to commercial security and
encryption solutions. We have recorded $178,000 and $235,000 of amortization
with respect to the goodwill that arose as a result of this acquisition in the
three months ended June 30, 1999 and 2000, respectively, with total amortization
of $356,000 and $436,000 for the six months ended June 30, 1999 and 2000,
respectively.
On March 14, 2000, we completed the acquisition of CygnaCom, a company
based in McLean, Virginia that delivers information technology products and
services, with expertise in public key infrastructure, cryptographic
technologies, security engineering and systems integration and development.
Pursuant to the stock purchase agreement dated March 14, 2000, entered into
between us, CygnaCom and the shareholders of CygnaCom, we agreed to acquire all
of the outstanding shares of CygnaCom for an aggregate purchase price of $16.6
million, which included cash consideration of $16.0 million. The acquisition
was recorded under the purchase method of accounting and, therefore, the results
of operations of CygnaCom are included in our financial statements from the
acquisition date. Upon consummation of the acquisition, CygnaCom became a
wholly owned subsidiary. In connection with this acquisition, we
recorded goodwill of $16.6 million and, accordingly, goodwill amortization of
$1.4 million has been expensed for the three months ended June 30, 2000, with
total amortization of $1.8 million for the six months ended June 30, 2000.
On June 26, 2000, we completed the acquisition of enCommerce, a company
based in Santa Clara, California, which is a provider of software and services
for managing global e-business relationships at business to business and
business to consumer portals. The acquisition of enCommerce's outstanding
capital stock, options and warrants for a total of $504.6 million was accounted
for under the purchase method of accounting, which resulted in an allocation of
$448.7 million to purchased product rights, goodwill and other purchased
intangibles. Also, in connection with this acquisition, an appraisal was done of
the intangible assets, resulting in $29.6 million of the purchase price being
allocated to in-process research and development that has not yet reached
technological feasibility and has no alternative future use. This in-process
research and development was expensed in the six months ended June 30, 2000. We
have recorded no amortization of the resulting purchased intangibles in the six
months ended June 30, 2000. We expect that this amortization will be
approximately $28.6 million per quarter for the next three to four years.
Interest Income
Interest income increased from $853,000 and $1.8 million for the three and
six months ended June 30, 1999 to $3.7 million and $5.6 million for the
comparable periods in 2000. Interest income represented 4% and 5% of total
revenues for the three and six months ended June 30, 2000, compared to 13% and
10% for the comparable periods in 2000. This increase in investment income
reflects the interest earned on the net proceeds of our initial public offering
in August 1998, on cash provided by operations in 1999 and 2000, and on the net
proceeds of our follow-on offering in February 2000.
Provision for Income Taxes
We recorded an income tax provision of $287,000 and $1.7 million for the
three and six months ended June 30, 2000 compared with an income tax provision
of $245,000 for the same periods of 1999. We account for income taxes in
accordance with Statement of Financial Accounting Standards No. 109. The
effective income tax rates differed from statutory rates primarily due to the
non-deductible in-process research and development write-off as well as an
adjustment of the valuation allowance, that results in the recognition of a
portion of the tax benefits from the significant net operating loss and tax
credit carry-forwards available.
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LIQUIDITY AND CAPITAL RESOURCES
We generated cash of $11.7 million from operating activities during the six
months ended June 30, 2000. This cash inflow was primarily a result of net
income before non-cash charges of $8.1 million, an increase in accounts payable,
accrued liabilities and deferred income during the period. These inflows were
partially offset by cash outflows relating to an increase in accounts
receivable. Our average days sales outstanding at June 30, 2000 was 87 days,
which represents an increase over the 79 days that we reported at March 31,
2000. The overall increase in days sales outstanding from March 31, 2000
reflects longer international payment terms experienced. For purposes of
calculating average days sales outstanding, we divide ending accounts receivable
by the current quarter's revenues and multiply this amount by 90 days. This
calculation at June 30, 2000 excludes the impact of the ending accounts
receivable balance of enCommence. While enCommerce's accounts receivable were
included in our consolidated accounts receivable balance due to the June 30,
2000 effective acquisition date for accounting purposes, there were no
corresponding revenues from enCommerce included in our consolidated financial
statements for the three months ended June 30, 2000. The level of accounts
receivable at each quarter end will be affected by the concentration of revenues
in the final weeks of each quarter and may be negatively affected by expanded
international revenues in relation to total revenues as licenses to
international customers often have longer payment terms.
During the six months ended June 30, 2000, we used $50.1 million of cash in
investing activities, primarily due to the $15.6 million we invested in the
acquisition of CygnaCom, our $10.0 million investment in the PaymentWave joint
venture, representing a 50% equity interest in a startup business focused on
delivering secured, guaranteed payments via the Internet for B2B e-markets, and
the cash we invested in marketable investments of $45.1 million (net of $88.6
million of marketable investment maturities). This was partially offset by cash
assumed of $28.7 million in connection with the acquisition of enCommerce. We
also invested $2.0 million in property and equipment and an additional $5.7
million in other long-term assets which includes strategic investments in the
capital stock of privately-held electronic security and technology companies,
accounted for on a cost basis. The property and equipment investments were
primarily computer hardware, furniture and leasehold improvements to support our
growing organization.
Cash provided by financing activities for the six months ended June 30,
2000 was $168.1 million, primarily due to the net proceeds of $161.5 million
from the issuance of common stock in the follow-on offering in February 2000,
and $6.6 million from the exercise of employee stock options and the sale of
shares under our employee stock purchase plan. In connection with the
acquisition of enCommerce, the Company has assumed long-term capital lease
obligations totalling approximately $615,000, with $199,000 due within the next
12 months, which has been included in accrued liabilities, and $416,000 due in
monthly payments over the period from July 2001 to January 2003.
As of June 30, 2000, our cash, cash equivalents and short-term investments
in the amount of $265.2 million comprised our principal sources of liquidity.
It is our belief that cash flows from operations and existing cash and cash
equivalents and short-term investments will be sufficient to meet our needs for
at least the next twelve months.
CERTAIN FACTORS THAT MAY AFFECT OUR BUSINESS
Our quarterly revenues and operating results are subject to significant
fluctuations and such fluctuations may lead to a reduced market price for our
stock
Our quarterly revenues and operating results have varied in the past and
may continue to fluctuate in the future. We believe that period-to-period
comparisons of our operating results are not necessarily meaningful, but
securities analysts and investors often rely upon these comparisons as
indicators of future performance. If our operating results in any future period
fall below the expectations of securities analysts and investors, the market
price of our securities would likely decline. Factors that have caused our
results to fluctuate in the past and which are likely to affect us in the future
include the following:
. length of sales cycles associated with our product offerings;
. the timing, size and nature of our licensing transactions;
. market acceptance of new products or product enhancements by us or our
competitors;
. the relative proportions of revenues derived from licenses and services
and maintenance;
. the timing of new personnel hires and the rate at which new personnel
become productive;
. changes in pricing policies by our competitors;
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. changes in our operating expenses; and
. fluctuations in foreign currency exchange rates.
Estimating future revenues is difficult, and our failure to do so accurately may
lead to a reduced market price for our stock and reduced profitability
Estimating future revenues is difficult because we ship our products soon
after an order is received and, as such, we do not have a significant backlog.
Thus, quarterly license revenues depend heavily upon orders received and shipped
within the same quarter. Moreover, we historically have recorded 60% to 80% of
our total quarterly revenues in the third month of the quarter, with a
concentration of revenues in the second half of that month. We expect that this
concentration of revenues, which is attributable in part to the tendency of some
customers to make significant capital expenditures at the end of a fiscal
quarter and to sales patterns within the software industry, will continue for
the foreseeable future.
Our expense levels are based, in significant part, upon our expectations as
to future revenues and are largely fixed in the short term. We may be unable to
adjust spending in a timely manner to compensate for any unexpected shortfall in
revenues. Any significant shortfall in revenues in relation to our expectations
could have an immediate and significant effect on our profitability for that
quarter and may lead to a reduced market price for our stock.
Because of the lengthy and unpredictable sales cycle associated with our large
PKI transactions, we may not succeed in closing transactions on a timely basis
or at all, which would adversely affect our revenues and operating results
Transactions for our PKI solution often involve large expenditures, and the
sales cycles for these transactions are often lengthy and unpredictable. Factors
affecting the sales cycle include:
. customers' budgetary constraints;
. the timing of customers' budget cycles; and
. customers' internal approval processes.
We may not succeed in closing such large transactions on a timely basis or
at all, which could cause significant variability in our revenues and results of
operations for any particular period. If our results of operations and cash
flows fall below the expectations of securities analysts, our stock price may
decline.
A limited number of customers have accounted for a significant percentage of our
revenues, which may decline if we cannot keep or replace these customer
relationships
Historically, a limited number of customers have accounted for a
significant percentage of our revenues. In 1997, three customers accounted for
19%, 12% and 11% of revenues, respectively. In 1998, our three largest customers
accounted for 23% of revenues. In 1999, our three largest customers accounted
for 31% of revenues, with the largest customer accounting for 24% of revenues.
Our three largest customers accounted for only 14% of revenues for the six
months ended June 30, 2000. We anticipate that our results of operations in any
given period will continue to depend to a significant extent upon revenues from
a small number of customers. In addition, we anticipate that such customers will
continue to vary over time, so that the achievement of our long-term goals will
require us to obtain additional significant customers on an ongoing basis. Our
failure to enter into a sufficient number of large licensing agreements during a
particular period could have a significant adverse effect on our revenues.
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If the e-business security market does not continue to grow, demand for our
products and services will be adversely affected
The market for e-business security solutions is at an early stage of
development. Continued growth of the e-business security market will depend, in
large part, on the following:
. the continued expansion of Internet usage and the number of
organizations adopting or expanding intranets and extranets;
. the ability of network infrastructures to support an increasing number
of users and services;
. the public recognition of the potential threat posed by computer
hackers and other unauthorized users; and
. the continued development of new and improved services for
implementation across the Internet, intranets and extranets.
A decline in the growth of this market could reduce demand for our
products, adversely affecting our revenues and results of operations.
A breach of security at one of our customers, whether or not due to our
products, could harm our reputation and reduce the demand for our products
The processes used by computer hackers to access or sabotage networks and
intranets are rapidly evolving. A well-publicized actual or perceived breach of
network or computer security at one of our customers, regardless of whether such
breach is attributable to our products, or any significant advance in techniques
for decoding or ''cracking'' encrypted information, could adversely affect the
market's perception of us and our products, and could have an adverse effect on
our reputation and the demand for our products.
If our products contain errors or bugs, sales of our products would likely
decline
Our products may contain errors, failures or bugs that our existing testing
procedures have not detected. The errors may become evident at any time during
the life of our products. The discovery of any errors, failures or bugs in any
products may result in:
. adverse publicity;
. product returns;
. the loss or delay of market acceptance of our products; and
. third-party claims against us.
Accordingly, the discovery of any errors, failures or bugs would have a
significant adverse effect on the sales of our products.
Our revenues may decline if we cannot compete successfully in an intensely
competitive market
We target our products at the rapidly evolving market for e-business
security solutions. Many of our current and potential competitors have longer
operating histories, greater name recognition, larger installed bases and
significantly greater financial, technical, marketing and sales resources than
we do. As a result, they may be able to react more quickly to emerging
technologies and changes in customer requirements, or to devote greater
resources to the promotion and sale of their products. In addition, certain of
our current competitors in particular segments of the security marketplace may
in the future broaden or enhance their offerings to provide a more comprehensive
solution competing more fully with our functionality.
Increased competition, as well as consolidation of competitors, could
result in lower prices, reduced margins or the failure of our products and
services to achieve or maintain market acceptance, any of which
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could have a serious adverse effect on our business, financial condition and
results of operations.
Our business will not be successful if we do not keep up with the rapid changes
in our industry
The emerging market for e-business security products and related services
is characterized by rapid technological developments, frequent new product
introductions and evolving industry standards. To be competitive, we have to
continually improve the performance, features and reliability of our products
and services, particularly in response to competitive offerings, and be first to
market with new products and services or enhancements to existing products and
services. Our failure to develop and introduce new products and services
successfully on a timely basis and to achieve market acceptance for such
products and services could have a significant adverse effect on our business,
financial condition and results of operations.
We may have difficulty managing our expanding operations, which could adversely
affect our ability to successfully grow our business
The growth in the size and complexity of our business over the past few
years has placed a significant strain on our managerial, operational and
financial resources. Our ability to manage future growth, if any, will depend
upon our ability to:
. continue to implement and improve operational, financial and management
information systems on a timely basis; and
. expand, train, motivate and manage our work force.
Our personnel, systems, procedures and controls may not be adequate to
support our operations. The geographic dispersal of our operations, including
the separation of our headquarters in Plano, Texas, from our research and
development facility in Ottawa, Canada, and enCommerce's facilities in Santa
Clara, California may make it more difficult to manage our growth.
If we fail to continue to attract and retain qualified personnel, our business
may be harmed
Our future success depends upon our ability to continue to attract and
retain highly qualified scientific, technical, sales and managerial personnel.
Competition for such personnel is intense, particularly in the field of
cryptography, and there can be no assurance that we can retain our key
scientific, technical, sales and managerial employees or that we can attract,
motivate or retain other highly qualified personnel in the future. If we cannot
retain or are unable to hire such key personnel, our business, financial
condition and results of operations could be significantly adversely affected.
Future acquisitions or investments could disrupt our ongoing business, distract
our management and employees, increase our expenses and adversely affect our
results of operations
It is possible, as part of our future growth strategy, that we will from
time-to-time acquire or make investments in companies, technologies, product
solutions or professional services offerings. With respect to these
acquisitions, we would face the difficulties of assimilating personnel and
operations from the acquired businesses and the problems of retaining and
motivating key personnel from such businesses. In addition, these acquisitions
may disrupt our ongoing operations, divert management from day-to-day business,
increase our expenses and adversely impact our results of operations. Any future
acquisitions would involve certain other risks, including the assumption of
additional liabilities, potentially dilutive issuances of equity securities and
incurrence of debt. In addition, these types of transactions often result in
charges to earnings for such items as amortization of goodwill or in-process
research and development expenses.
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We face risks associated with our international operations and plans for
expansion, which, if not managed properly, could have a significant adverse
effect on our business, financial condition or results of operations
In the future, we may establish additional foreign operations, hire
additional personnel and establish relationships with additional partners
internationally. This expansion would require significant management attention
and financial resources and could have an adverse effect on our business,
financial condition and results of operations. Although our international sales
currently are primarily denominated in U.S. dollars, we may increasingly
denominate sales in foreign currencies in the future. In addition, our
international business may be subject to the following risks:
. difficulties in collecting international accounts receivable;
. difficulties in obtaining U.S. export licenses, especially for products
containing encryption technology;
. potentially longer payment cycles for customer payments;
. increased costs associated with maintaining international marketing
efforts;
. introduction of non-tariff barriers and higher duty rates;
. difficulties in enforcement of contractual obligations and intellectual
property rights;
. difficulties managing personnel and operations in remote locations; and
. increased complexity in global corporate tax structure.
Any one of these could significantly and adversely affect our business,
financial condition or results of operations.
If the laws regarding exports of our products further limit or otherwise
restrict our business, we could be prohibited from shipping our products to
restricted countries, which would result in a loss of revenues
Some of our products are subject to export controls under laws of the U.S.,
Canada and other countries. The list of products and countries for which exports
are restricted, and the relevant regulatory policies, are likely to be revised
from time to time. If we cannot obtain required government approvals under these
regulations, we may not be able to sell products abroad or make products
available for sale internationally via computer networks such as the Internet.
Furthermore, U.S. governmental controls on the exportation of encryption
products and technology may in the future restrict our ability to freely export
some of our products with the most powerful information security encryption
technology.
We may not be able to protect our intellectual property rights, which could make
us less competitive and cause us to lose market share
Our future success will depend, in part, upon our intellectual property
rights and our ability to protect these rights. We rely on a combination of
patent, copyright, trademark and trade secret laws, nondisclosure agreements,
shrink-wrap licenses and other contractual provisions to establish, maintain and
protect our proprietary rights. Despite our efforts to protect our proprietary
rights, unauthorized third parties may:
. copy aspects of our products;
. obtain and use information that we regard as proprietary; or
. infringe upon our patents.
Policing piracy and other unauthorized use of our products is difficult,
particularly in international markets and as a result of the growing use of the
Internet. In addition, third parties might successfully design around our
patents or obtain patents that we would need to license or design around.
Finally, the protections we have obtained may not be sufficient because:
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. some courts have held that shrink-wrap licenses, because they are not
signed by the licensee, are not enforceable;
. our trade secrets, confidentiality agreements and patents may not
provide meaningful protection of our proprietary information; and
. we may not seek additional patents on our technology or products and
such patents, even if obtained, may not be broad enough to protect our
technology or products.
Our inability or failure to protect our proprietary rights could have a
significant adverse effect on our business, financial condition or results of
operations.
We have been subject to, and may in the future become subject to, intellectual
property infringement claims that could be costly and could result in a
diversion of management's attention
As the number of security products in the industry increases and the
functionality of these products further overlaps, software developers and
publishers may increasingly become subject to claims of infringement or
misappropriation of the intellectual property or proprietary rights of others.
Surety Technologies, Inc. asserted an unsuccessful patent infringement claim
against us in February 1999, and third parties may assert infringement or
misappropriation claims against us in the future. Defending or enforcing our
intellectual property could be costly and could result in a diversion of
management's attention, which could have a significant adverse effect on our
business, financial condition or results of operations. A successful claim
against us could also have a significant adverse effect on our results of
operations for the period in which damages are paid.
We may lose access to technology that we license from outside vendors, which
loss could adversely affect our ability to sell our products
We rely on outside licensors for patent and/or software license rights in
encryption technology that is incorporated into and is necessary for the
operation of our products. For example, we license encryption technology that is
fundamental to our product from RSA Security Inc., which holds a patent for this
technology that expires in September 2000. In January 2000, we received
correspondence from RSA indicating that it believes that, as of November 1999,
we were no longer properly licensed to use this patent. While we strongly
believe that RSA's assertion is without merit, we cannot assure you of the
outcome of our discussions with RSA about this matter. An adverse outcome could
subject us to significant additional licensing fees, money damages or other
legal relief. In January 2000, RSA filed a complaint against us with respect to
this matter but did not serve notice, and subsequently withdrew, the complaint.
There can be no assurance that RSA will not institute litigation against us with
respect to this matter in the future. In addition, our ability to provide Web
server certificates is currently dependent upon a licensing agreement we have
with Thawte Consulting (Pty.) of South Africa, which was acquired by VeriSign,
Inc., one of our primary competitors. Our success will depend in part on our
continued ability to have access to such technologies that are or may become
important to the functionality of our products. Any inability to continue to
procure or use such technology could have a significant adverse effect on our
ability to sell some of our products.
Our stock price is volatile and may continue to be volatile in the future.
The trading price of our common stock has been, and is expected to continue
to be, highly volatile and may be significantly and adversely affected by
factors such as:
. actual or anticipated fluctuations in our operating results;
. announcements of technological innovations;
. new products or new contracts by us or our competitors;
. developments with respect to patents, copyrights or propriety rights;
21
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. conditions and trends in the security industry;
. changes in financial estimates by securities analysts; and
. general market conditions and other factors.
Nortel Networks is able to exercise substantial influence over all matters
requiring stockholder and board approval and could make decisions about our
business that conflict with the interests of other stockholders.
As of August 10, 2000, Nortel Networks Corporation, through its subsidiary,
Nortel Networks Inc., beneficially owned approximately 27% of our outstanding
voting stock and two of our nine directors were representatives of Nortel
Networks. Accordingly, Nortel Networks has the ability to exert significant
influence over our affairs, including the election of directors and decisions
relating to our strategic and operating activities. This concentration of
ownership and board representation may have the effect of delaying or preventing
a change in control that other stockholders may find favorable.
Provisions of our charter and bylaws may delay or prevent transactions that are
in your best interests.
Our charter and bylaws contain provisions, including a staggered board of
directors, that may make it more difficult for a third party to acquire us, or
may discourage bids to do so. These provisions could limit the price that
investors might be willing to pay for shares of our common stock and could make
it more difficult for a third party to acquire, or could discourage a third
party from acquiring, a majority of our outstanding voting stock. Our board of
directors also has the authority to issue up to 5,000,000 shares of preferred
stock and to determine the price, rights, preferences, privileges and
restrictions, including voting rights, of those shares without any further vote
or action by the stockholders. The rights of the holders of common stock will be
subject to, and may be adversely affected by, the rights of the holders of any
preferred stock that may be issued in the future. The issuance of preferred
stock could make it more difficult for a third party to acquire, or may
discourage a third party from acquiring, a majority of our outstanding voting
stock.
YEAR 2000 IMPACT
We have not experienced any problems with our computer systems relating to
such systems being unable to recognize appropriate dates related to the year
2000. We are also not aware of any material problems with our clients or
vendors. Accordingly, we do not anticipate incurring material expenses or
experiencing any material operational disruptions as a result of any Year 2000
issues.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Risk Associated with Interest Rates
Our investment policy states that we will invest our cash reserves,
including cash, cash equivalents and marketable investments, in investments that
are designed to preserve principal, maintain liquidity and maximize return. We
actively manage our investments in accordance with these objectives. Some of
these investments are subject to interest rate risk, whereby a change in market
interest rates will cause the principal amount of the underlying investment to
fluctuate. Therefore, a depreciation in principal value of an investment is
possible in situations where the investment is made at a fixed interest rate and
the market interest rate then subsequently increases. We try to manage this
risk by maintaining our cash, cash equivalents and marketable investments with
high quality financial institutions and investment managers. We also restrict
the investments to primarily securities with short-term maturities, such that,
at June 30, 2000, the majority of our marketable investments had maturities of
less than six months from that date. As a result, we believe that our exposure
to market risk related to interest rates is minimal.
22
<PAGE>
The following table presents the cash, cash equivalents and marketable
investments that we held at June 30, 2000, that would have been subject to
interest rate risk, and the related ranges of maturities as of that date:
<TABLE>
<CAPTION>
MATURITY
(in thousands)
greater than
Within 3 Months 3-6 Months 6 Months
--------------------- ----------------- -----------------
<S> <C> <C> <C>
Investments classified as cash and cash equivalents........... $112,443 -- --
Investments classified as marketable investments.............. $ 22,858 $60,291 $31,759
-------- ------- -------
Total amortized cost........................................ $135,301 $60,291 $31,759
======== ======= =======
Fair value.................................................... $135,301 $60,286 $31,761
======== ======= =======
</TABLE>
Risk Associated with Exchange Rates
We are subject to foreign exchange risk as a result of exposures to changes
in currency exchange rates, specifically between the United States and Canada,
the United Kingdom, Germany, France and Switzerland. However, this exposure is
considered to be minimal due to the fact that the United Kingdom, German, French
and Swiss operations are not significant, and the Canadian operations are
naturally hedged against exchange rate fluctuations since both revenues and
expenses are denominated in Canadian dollars. Therefore, an unfavorable change
in the exchange rate for the Canadian subsidiary would result in lower revenues
when translated into U.S. dollars, but the expenses would be lowered in a
corresponding fashion.
As a result, we do not engage in formal hedging activities, but we do
periodically review the potential impact of this risk to ensure that the risk of
significant potential losses remains minimal.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Entrust is subject to various legal proceedings and claims, either asserted
or unasserted, which arise in the ordinary course of business. While the
outcome of these claims cannot be predicted with certainty, management does not
believe that the outcome of any of these legal matters will have a significant
adverse effect on our consolidated results of operations or consolidated
financial position.
On July 7, 2000, an action entitled Frankel v. Entrust Technologies Inc.,
et al., No. 2-00-CV-119, was filed against the Company and certain of its
officers. The action was filed in the U.S. District Court for the Eastern
District of Texas. Subsequently, several similar actions were filed in the same
court. The Company expects all of these actions to be consolidated. The
actions purport to be class action lawsuits brought on behalf of persons who
purchased or otherwise acquired the Company's common stock during the period
from April 19, 2000 through July 3, 2000. The complaints allege that the
defendants misrepresented and failed to disclose certain information about the
Company's business and prospects. The complaints assert claims under the
Securities Exchange Act of 1934. The complaints do not specify the amount of
damages sought. No trial date or other schedule has been established. The
Company believes these class action lawsuits are without merit. The Company
intends to deny all material allegations and to defend itself vigorously. An
adverse judgment or settlement in these lawsuits could have a significant
adverse effect on the Company's financial condition or results of operations.
23
<PAGE>
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
(d) Use of Proceeds.
On August 21, 1998, we closed an initial public offering of our common
stock, $.01 par value. The Registration Statement on Form S-1 (File No. 333-
57275) was declared effective by the Securities and Exchange Commission on
August 17, 1998 and we commenced the offering on that date.
After deducting the underwriting discounts and commissions and the offering
expenses, the net proceeds to us from the offering were approximately
$79,097,515.
As of June 30, 2000, approximately $43.4 million of the net proceeds of the
offering had been used to fund working capital, expansion of our facilities and
our investments in other long-term assets. The remaining net proceeds are
invested in short-term, interest-bearing, investment grade securities. The
entire amount of the net proceeds has been allocated for general corporate
purposes and working capital, including product development and the possible
acquisition of additional businesses and technologies that are complementary to
our current or future business. None of the proceed amounts were paid directly
or indirectly to any director, officer, or general partner of us or our
associates, persons owning 10 percent or more of any class of equity securities,
or an affiliate of us.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On April 27, 2000, the Company held its Annual Meeting of Stockholders.
Shares of stock with 43,143,479 votes were represented at the meeting out of a
total of 50,737,753 shares entitled to vote. The following sets forth a
description of each matter voted on and the votes cast.
1) A proposal to elect two Class II Directors of the Company for the
ensuing three years:
(i) John A. Ryan
(ii) F. William Conner
For the above-referenced individuals (i) and (ii), 43,096,534 votes
were cast in favor and 46,915 votes were withheld.
The other directors of the Company , whose terms of office as
directors continued after the Annual Meeting, are Butler C. Derrick,
Jr., Jawaid Ekram, Terrell B. Jones, Michael P. Ressner, Christopher
M. Stone and James A. Thomson.
2) A proposal to approve (i) the continuance of the Company's 1996
Amended and Restated Stock Incentive Plan, as amended (the "1996
Plan"), and (ii) an amendment to the 1996 Plan to (a) increase the
total number of shares of Common Stock authorized for issuance
thereunder from 9,600,000 shares to 14,600,000 shares, plus an annual
increase to be added on January 1 of 2000 and 2001, equal to the lower
of (x) 5% of the total number of outstanding shares of Common Stock on
such date or (y) a lesser amount determined by the Board of Directors
and (b) provide that the maximum number of shares of Common Stock
available for issuance under the 1996 Plan be 26,000,000 shares.
For the above-referenced matter (2), 23,340,160 votes were cast in
favor, 9,675,916 votes were cast against, 30,035 votes abstained
from voting and 10,097,368 votes were broker non-votes.
3) A proposal to ratify the appointment of Deloitte & Touche LLP as the
Company's independent public accountants for the current year.
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For the above-referenced matter (3), 43,097,097 votes were cast in
favor, 9,410 votes were cast against, 36,972 votes abstained from
voting and no votes were broker non-votes.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
List of Exhibits
2 Agreement and Plan of Merger, dated as of April 18, 2000, by and among
the Registrant, Enable Acquisition Corp. and enCommerce, Inc.
(incorporated herein by reference to Exhibit 2 to the Registrant's
Current Report on Form 8-K dated April 18, 2000 filed on May 1, 2000.)
10.1 enCommerce, Inc. 1997 Stock Option Plan
10.2 enCommerce, Inc. 1997B Stock Option Plan
10.3 Preferred Stock Warrant of enCommerce, Inc. dated April 13, 2000 issued
to Andersen Consulting LLP
10.4 Employment Letter Agreement dated May 5, 2000 between the Registrant and
Alberto Yepez
10.5 Noncompetition Agreement effective as of June 26, 2000 between the
Registrant and Alberto Yepez
10.6 Employment Letter Agreement dated May 5, 2000 between the Registrant and
Paul Doscher
10.7 Noncompetition Agreement effective as of June 26, 2000 between the
Registrant and Paul Doscher
10.8 Lease Agreement (Single Tenant Industrial) dated January 27, 1996 between
Melchor Investment Company and Applied Materials, Inc.
10.9 Sublease dated May 14, 1999 by and between Applied Materials, Inc. and
enCommerce, Inc., as amended by First Amendment dated September 1, 1999
10.10 Entrust Technologies Inc. Amended and Restated 1996 Stock Incentive Plan,
as amended
27 Financial Data Schedule
Reports on Form 8-K:
On May 1, 2000, the Registrant filed a Current Report on Form 8-K, dated
April 18, 2000, to report under Item 5 (Other Events) its execution of the
Agreement and Plan of Merger to acquire enCommerce, Inc. On May 9, 2000, the
Registrant filed an Amendment No. 1 to Current Report on Form 8-K/A to make
technical amendments to this report. No financial statements were required to be
filed with this report.
On May 12, 2000, the Registrant filed an Amendment No. 1 to Current Report
on Form 8-K/A to file under item 7 (Financial Statements, Pro Forma Financial
Information and Exhibits) historical financial statements of CygnaCom Solutions,
Inc. and pro forma financial information reflecting the acquisition of CygnaCom
Solutions, Inc.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ENTRUST TECHNOLOGIES INC.
---------------------------
(Registrant)
Dated: August 14, 2000
/s/ David L. Thompson
----------------------------
David L. Thompson
Chief Financial Officer
and Senior Vice President of Finance
(Principal Financial and Accounting Officer)
26
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ENTRUST TECHNOLOGIES INC.
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
------- -----------
EXHIBIT INDEX
Exhibit No. Description
2* Agreement and Plan of Merger, dated as of April 18, 2000, by and
among the Registrant, Enable Acquisition Corp. and enCommerce,
Inc. (incorporated herein by reference to Exhibit 2 to the
Registrant's Current Report on Form 8-K dated April 18, 2000
filed on May 1, 2000.)
10.1 enCommerce, Inc. 1997 Stock Option Plan
10.2 enCommerce, Inc. 1997B Stock Option Plan
10.3 Preferred Stock Warrant of enCommerce, Inc. dated April 13, 2000
issued to Andersen Consulting LLP
10.4 Employment Letter Agreement dated May 5, 2000 between the
Registrant and Alberto Yepez
10.5 Noncompetition Agreement effective as of June 26, 2000 between
the Registrant and Alberto Yepez
10.6 Employment Letter Agreement dated May 5, 2000 between the
Registrant and Paul Doscher
10.7 Noncompetition Agreement effective as of June 26, 2000 between
the Registrant and Paul Doscher
10.8 Lease Agreement (Single Tenant Industrial) dated January 27, 1996
between Melchor Investment Company and Applied Materials, Inc.
10.9 Sublease dated May 14, 1999 by and between Applied Materials,
Inc. and enCommerce, Inc., as amended by First Amendment dated
September 1, 1999
10.10 Entrust Technologies Inc. Amended and Restated 1996 Stock
Incentive Plan, as amended
27 Financial Data Schedule
__________________
* The Registrant hereby agrees to furnish supplementally a copy of any omitted
Schedules to the Merger Agreement to the Securities and Exchange Commission upon
request.
27
