DATAKEY INC
10QSB/A, 1995-08-16
MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-QSB/A-1

        (X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                  For the quarterly period ended July 1, 1995

                         Commission File Number 0-11447


                                 DATAKEY, INC.
       (Exact name of small business issuer as specified in its charter)

         MINNESOTA                                                41-1291472
(State or other jurisdiction                                  (I.R.S. Employer
incorporation or organization)                              Identification No.)

                 407 WEST TRAVELERS TRAIL, BURNSVILLE, MN 55337

                   Issuer's telephone number: (612) 890-6850



              (Former name, former address and former fiscal year,
                         if changed since last report)


         Check whether the issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 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


                      APPLICABLE ONLY TO CORPORATE ISSUERS

         The number of shares  outstanding of the issuer's common equity,  as of
August 11, 1995, is 2,829,570.

         Transitional Small Business Disclosure Format (check one):
Yes      No  x


<PAGE>

        The registrant hereby amends Item 1 of Part I of its Form 10-QSB for the
quarter ended July 1, 1995 as set forth on the following pages.

<PAGE>
                         PART I. FINANCIAL INFORMATION
                          ITEM I. FINANCIAL STATEMENTS
                          DATAKEY, INC. AND SUBSIDIARY
                          CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                          July 1,      December 31
                                                            1995            1994
                                                       (UNAUDITED)
<S>                                                   <C>             <C>
          ASSETS
CURRENT ASSETS
  Cash and cash equivalents                           $  1,306,721    $    255,039
  Investment in held-to-maturity securities              5,273,379       6,110,576
  Trade receivables, less allowance for
    doubtful accounts of $31,986 and $53,700               995,766       1,190,893
  Inventories                                            1,261,007       1,348,985
  Prepaid and other                                         68,556          26,242
  Deferred tax assets                                      166,000         166,000
  Refundable income taxes                                        0         101,680
          Total current assets                           9,071,429       9,199,415

INTANGIBLES
  Patent and license at cost, less amortization
    of $127,065 and $101,811                               163,196         153,491
  Non-compete agreement, less amortization
    of $82,500 and $41,250                                  82,500         123,750
                                                           245,696         277,241

EQUIPMENT AND LEASEHOLD IMPROVEMENTS, at cost
  Production tools                                       1,081,089       1,027,206
  Equipment                                              2,312,827       2,211,216
  Furniture and fixtures                                   211,822         211,822
  Leasehold improvements                                   211,612         210,562
                                                         3,817,350       3,660,806
  Less accumulated depreciation                         (2,173,344)     (1,936,935)
                                                         1,644,006       1,723,871

                                                      $ 10,961,131    $ 11,200,527

      LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
  Accounts payable                                    $    429,306    $    758,876
  Accrued expenses                                         244,761         192,726
  Non-compete obligation                                         0          82,500
  Income taxes payable                                      42,097               0
  Warranty costs                                            29,150          50,000
          Total current liabilities                        745,314       1,084,102

DEFFERRED TAX LIABILITY                                    101,000         101,000

SHAREHOLDERS' EQUITY
  Convertible preferred stock, voting, stated value
    $2.50 per share; authorized 400,000 shares;
    issued and outstanding 150,000                         375,000         375,000
  Common stock, par value $.05 per share;
    authorized 10,000,000 shares;
    outstanding 2,829,570                                  141,479         141,479
  Additional paid-in capital                             3,865,631       3,865,631
  Retained earnings                                      5,732,707       5,633,315
                                                        10,114,817      10,015,425

                                                      $ 10,961,131    $ 11,200,527
</TABLE>

See Notes to Consolidated Financial Statements


<PAGE>

                          DATAKEY, INC. AND SUBSIDIARY
                       CONSOLIDATED STATEMENTS OF INCOME
                                  (UNAUDITED)

<TABLE>
<CAPTION>

                                          Three Months Ended             Six Months Ended
                                        July 1,        July 2,        July 1,       July 2,
                                         1995           1994           1995          1994

<S>                                  <C>            <C>            <C>            <C>
Net Sales                            $ 1,696,136    $ 1,085,510    $ 3,604,374    $ 2,458,984
Cost of goods sold                     1,124,898        803,833      2,397,216      1,773,175

          Gross Profit                   571,238        281,677      1,207,158        685,809
Other operating revenue                    5,927         14,814         10,277         33,705

          Total gross profit and
          other operating revenue        577,165        296,491      1,217,435        719,514

Operating expenses:
  Research, development
   and engineering                       169,865        188,536        340,062        421,746
  Selling                                301,084        241,239        583,398        463,719
  General and administrative             174,742        156,626        329,608        320,489

          Total operating expenses       645,691        586,401      1,253,068      1,205,954

          Operating income (loss)        (68,526)      (289,910)       (35,633)      (486,440)

Nonoperating income(expense):
  Interest income                         95,953         50,416        187,499        110,862
  Other income (expense)                    (264)             4            (74)          (821)
                                          95,689         50,420        187,425        110,041

          Income (loss) before
          income taxes                    27,163       (239,490)       151,792       (376,399)
Income tax expense (benefit)               9,400        (81,000)        52,400       (126,000)

          Net income (loss)          $    17,763    ($  158,490)   $    99,392    ($  250,399)


Net income (loss) per common and
  common equivalent share (Primary
  and fully diluted)                 $      0.01    ($     0.06)   $      0.03    ($     0.09)

Weighted average number of
  common and common
  equivalent shares
  outstanding                          2,982,314      2,829,070      2,980,630      2,829,070

</TABLE>


See Notes to Consolidated Financial Statements

<PAGE>

                          DATAKEY, INC. AND SUBSIDIARY
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)
<TABLE>
<CAPTION>

                                                         Three Months Ended             Six Months Ended
                                                          July 1,      July 2,         July 1,      July 2,
                                                          1995         1994            1995         1994

<S>                                                  <C>            <C>            <C>            <C>
CASH FLOWS FROM
OPERATING ACTIVITIES

  Net Income (loss)                                  $    17,763    ($  158,490)   $    99,392    ($  250,399)
  Adjustments to reconcile net income
  (loss) to net cash provided by(used in)
  operating activities:
    Depreciation                                         118,058         88,980        236,409        176,626
    Amortization                                          35,789          9,734         66,504         18,927
    Change in assets and liabilites
    (Increase) decrease:
      Trade receivables                                  (48,570)       377,851        195,127        797,013
      Inventories                                        138,441         (4,746)        87,978       (256,603)
      Prepaid expenses and other                           1,732         (6,947)       (42,314)       (24,333)
      Refundable income taxes                             59,702         56,273        101,680         11,023
    Increase (decrease) in:
      Accounts payable                                   (34,241)      (149,234)      (329,570)      (375,397)
      Accrued expenses                                    13,966        (78,643)        52,035       (209,684)
      Accrued warranty costs                             (24,516)         3,594        (20,850)            66
      Income taxes payable                                42,097              0         42,097              0

         Net cash provided by (used in)
         operating activities                            320,221        138,372        488,488       (112,761)



CASH FLOWS FROM INVESTING ACTIVITIES

  Purchase of tooling and equipment                      (92,437)       (64,757)      (156,544)
(207,573)
  Purchase of held-to-maturity
    securities                                        (1,270,456)    (5,052,804)    (2,462,803)    (5,052,804)
  Proceeds from maturity of
    held-to-maturity securities                        2,280,000      2,517,486      3,300,000      4,410,702
  Patent and license costs                               (28,032)       (13,512)       (34,959)       (46,725)

         Net cash provided by (used in)
         investing activities                            889,075     (2,613,587)       645,694       (896,400)

CASH FLOWS FROM FINANCING ACTIVITIES

  Payments on non-compete
    obligation                                           (41,250)             0        (82,500)             0
  Net proceeds from sale of
    common stock                                               0              0              0              0
           Net cash (used in) financing activities       (41,250)             0        (82,500)             0

         Increase (decrease) in cash
         and cash equivalents                          1,168,046     (2,475,215)     1,051,682     (1,009,161)

CASH AND CASH EQUIVALENTS

  Beginning                                              138,675      4,293,854        255,039      2,827,800
  Ending                                             $ 1,306,721    $ 1,818,639    $ 1,306,721    $ 1,818,639

</TABLE>

See Notes to Consolidated Financial Statements

<PAGE>


                          DATAKEY, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


GENERAL

In the opinion of management,  the accompanying  unaudited financial  statements
contain all adjustments necessary to present fairly Datakey's financial position
as of July 1, 1995 and December 31, 1994 and results of its  operations and cash
flows for the three-month  and six-month  periods ended July 1, 1995 and July 2,
1994. The adjustments that have been made are of a normal recurring nature.

The accounting  policies  followed by the Company are set forth in Note 1 to the
Company's  financial  statements in the 1994 Datakey,  Inc. Annual Report and in
Form 10-KSB for the year ended December 31, 1994.


INVESTMENT IN HELD-TO-MATURITY SECURITIES

The Company held marketable debt securities with an amortized cost of $5,273,379
as of July  1,  1995.  As it is the  intention  of the  Company  to  hold  these
securities to maturity, they are accounted for as "Held-to-Maturity  Securities"
as defined in FASB  Statement  No. 115. The market value of these U.S.  Treasury
Bill securities is $5,285,066. The unrealized gain, therefore, is $11,687.

All of the  Securities  have a maturity  date of less than  twelve  months.  The
Company  has  no   marketable   debt   securities   which  are   classified   as
Available-For-Sale Securities or Trading Securities.



<PAGE>



                                   SIGNATURES

Pursuant  to the  requirements  of  Section 13 and 15(d) of the  Securities  and
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


Dated August 15, 1995                   DATAKEY, INC.


                                        BY:  /s/ John H. Underwood
                                             John H. Underwood
                                             Chairman & Chief Executive Officer
                                             (Principal Executive Officer)


                                        BY:  /s/ Alan G. Shuler
                                             Alan G. Shuler
                                             Vice President & Chief
                                             Financial Officer
                                             (Principal Financial and
                                             Accounting Officer)





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