<PAGE> 1
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 quarterly period ended September 30, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number 0-20634
SAFENET, INC.
(Exact name of registrant as specified in its charter)
--------------------
<TABLE>
<S> <C>
Delaware 52-1287752
-------- ----------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
</TABLE>
8029 Corporate Drive, Baltimore, Md. 21236
------------------------------------------
(Address of principal executive offices)
410-931-7500
------------
(Registrant's telephone number)
Indicate by a check mark whether the issuer (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 twelve 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 Stock as of November
14, 2000 was 6,891,807.
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<S> <C> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets as of September 30, 2000 and December 31, 1999 3
Consolidated Statements of Operations for the three months ended September
30, 2000 and 1999, and the nine months ended September 30, 2000 and 4
1999
Consolidated Statement of Stockholders' Equity for the nine months ended
September 30, 2000 5
Consolidated Statements of Cash Flows for the nine months ended September
30, 2000 and 1999 6
Consolidated Statements of Comprehensive Income (Loss) for the three
months ended September 30, 2000 and 1999, and the nine months ended 7
September 30, 2000 and 1999
Notes to Consolidated Financial Statements 8
Item 2. Management's Discussion and Analysis of Financial Condition and Results of
Operations 12
Item 3. Quantitative and Qualitative Disclosures About Market Risk 15
PART II. OTHER INFORMATION 15
Item 4. Submission of Matters to a Vote of Security Holders 15
Item 6. Exhibits and Reports on Form 8-K 15
SIGNATURES 16
</TABLE>
2
<PAGE> 3
SAFENET, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999
------------- --------------
(unaudited)
<S> <C> <C>
Assets
------
Current Assets:
Cash and cash equivalents $ 26,731 $ 19,161
Short term investments - 501
Accounts receivable, net of allowance for doubtful accounts
of $214 and $251 5,740 4,405
Inventories 2,361 2,946
Prepaid expenses 391 282
------------- --------------
Total current assets 35,223 27,295
Equipment and leasehold improvements, net of accumulated
depreciation of $2,807 and $2,347 1,134 1,424
Computer software development costs, net of accumulated
amortization of $2,157 and $1,227 1,550 2,107
Goodwill, net of accumulated amortization of $545 and $481 422 486
Prepaid license fees and other assets 879 584
------------- --------------
$ 39,208 $ 31,896
============= ==============
Liabilities and Stockholders' Equity
------------------------------------
Current liabilities:
Accounts payable $ 1,831 $ 1,154
Accrued expenses 2,140 1,634
Advance payments and deferred revenue 868 1,472
------------- --------------
Total liabilities 4,839 4,260
------------- --------------
Stockholders' equity:
Preferred stock, $.01 par value per share.
Authorized 500,000 shares, none issued and outstanding - -
Common stock, $.01 par value per share.
Authorized 15,000,000 shares, issued 6,877,009 shares
in 2000 and 6,541,483 shares in 1999 69 65
Additional paid-in capital 50,240 46,547
Accumulated deficit (14,610) (17,681)
Accumulated other comprehensive loss (1,330) (1,295)
------------- --------------
Net stockholders' equity 34,369 27,636
------------- --------------
$ 39,208 $ 31,896
============= ==============
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE> 4
SAFENET, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited - in thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
----------------------- -----------------------
2000 1999 2000 1999
----------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Revenues $ 7,633 $ 3,783 $ 19,941 $ 14,420
Cost of revenues 2,019 1,476 5,348 5,200
----------- ---------- ----------- ----------
Gross profit 5,614 2,307 14,593 9,220
----------- ---------- ----------- ----------
Research and development expenses 1,737 1,650 5,408 4,365
Sales and marketing expenses 1,504 1,434 4,515 5,045
General and administrative expense 876 868 2,744 2,000
Amortization of acquired intangible assets 22 23 64 69
Recovery of CyberGuard advance - (238) (275) (238)
----------- ---------- ----------- ----------
Total operating expenses 4,139 3,737 12,456 11,241
----------- ---------- ----------- ----------
Operating income (loss) 1,475 (1,430) 2,137 (2,021)
Interest income, net 398 25 934 71
----------- ---------- ----------- ----------
Income (loss) before income taxes 1,873 (1,405) 3,071 (1,950)
Income tax expense - 188 - 468
----------- ---------- ----------- ----------
Net income (loss) $ 1,873 $ (1,593) $ 3,071 $ (2,418)
=========== ========== =========== ==========
Income (loss) per common share - basic and diluted
Basic $ 0.28 $ (0.29) $ 0.46 $ (0.45)
=========== ========== =========== ==========
Diluted $ 0.26 $ (0.29) $ 0.43 $ (0.45)
=========== ========== =========== ==========
Weighted average number of common shares outstanding:
Basic 6,802 5,514 6,694 5,411
Diluted 7,249 5,514 7,201 5,411
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE> 5
SAFENET, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
Nine months ended September 30, 2000
(Unaudited - in thousands)
<TABLE>
<CAPTION>
Accumulated
Common stock Additional other Net
----------------- paid in Accumulated comprehensive stockholders'
Shares Amount capital deficit income (loss) equity
-------- -------- ----------- ------------- ----------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31,
1999 6,541 $ 65 $ 46,547 $ (17,681) $ (1,295) $ 27,636
Stock options exercised 329 4 3,504 3,508
Stock warrants exercised 7 - 118 - - 118
Net income for the nine months
ended September 30, 2000 - - - 3,071 - 3,071
Foreign currency
translation adjustment - - - - (375) (375)
Unrealized gain from available-
for-sale securities - - - - 340 340
Other - - 71 - - 71
-------- -------- ----------- ------------- ----------------- -------------
Balance at September 30, 2000 6,877 $ 69 $ 50,240 $ (14,610) $ (1,330) $ 34,369
========= ======= ============ =============== ================= ==============
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE> 6
SAFENET, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited - in thousands)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
-------------------------
2000 1999
------------ -----------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 3,071 $ (2,418)
Adjustments to reconcile net income (loss) to net cash provided
by operating activities:
Depreciation and amortization 1,441 775
Amortization of acquired intangible assets 64 69
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable (1,393) 1,745
(Increase) decrease in inventories 482 183
(Increase) decrease in prepaid expenses (76) 1
Increase (decrease) in accounts payable 689 (242)
Increase (decrease) in accrued expenses 514 160
Increase (decrease) in deferred revenues (603) 185
Other 194 83
------------ -----------
Net cash provided by operating activities 4,383 541
------------ -----------
Cash flows from investing activities:
Sales of short-term investments 501 -
Equipment expenditures (214) (377)
Additions to computer software development costs (377) (436)
------------ -----------
Net cash (used in) investing activities (90) (813)
------------ -----------
Cash flows from financing activities:
Proceeds from exercise of stock options 3,508 1,568
Proceeds from exercise of stock warrants 118 392
Other (100) 5
------------ -----------
Net cash provided by financing activities 3,526 1,965
------------ -----------
Effect of exchange rate changes on cash (249) (384)
------------ -----------
Net increase in cash and cash equivalents 7,570 1,309
Cash and cash equivalents at beginning of period 19,161 5,866
------------ -----------
Cash and cash equivalents at end of period $ 26,731 $ 7,175
============ ===========
Cash paid for:
Interest expense $ - $ -
============ ===========
Income taxes $ 57 $ -
============ ===========
</TABLE>
See accompanying notes to consolidated financial statements.
6
<PAGE> 7
SAFENET, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited - in thousands)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
----------------------- ----------------------
2000 1999 2000 1999
---------- ----------- ---------- ----------
<S> <C> <C> <C> <C>
Net income (loss) $ 1,873 $ (1,593) $3,071 $ (2,418)
Other comprehensive income (loss):
Unrealized gain (loss) from available-for-sale securities (281) - 340 -
Foreign currency translation adjustment (267) 286 (375) (557)
---------- ---------- ---------- ----------
Comprehensive income (loss) $ 1,325 $ (1,307) $3,036 $ (2,975)
========== ========== ========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
7
<PAGE> 8
SAFENET, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(1) Basis of Presentation
The accompanying unaudited consolidated financial statements have
been prepared pursuant to the rules and regulations of the Securities and
Exchange Commission and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Certain information and footnote disclosures normally included
in annual financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to those rules
or regulations. The interim financial statements are unaudited, but reflect
all adjustments (consisting of normal recurring accruals) which are, in the
opinion of management, necessary to present a fair statement of results for
the interim periods presented. These financial statements should be read in
conjunction with the financial statements and the notes thereto in the
Company's Annual Report on Form 10-K for the year ended December 31, 1999. The
results of operations for the interim period are not necessarily indicative of
results to be expected in future periods.
(2) Inventories
Inventories consist of the following (in thousands):
<TABLE>
<CAPTION>
As of
----------------------------------
September 30, December 31,
2000 1999
---------------- ---------------
<S> <C> <C>
Raw materials $ 1,376 $ 1,366
Finished goods 985 1,580
---------------- ---------------
Total $ 2,360 $ 2,946
================ ===============
</TABLE>
(3) Accrued Expenses
Accrued expenses consist of the following (in thousands):
<TABLE>
<CAPTION>
As of
----------------------------------
September 30, December 31,
2000 1999
---------------- ---------------
<S> <C> <C>
Accrued salaries and commissions $ 1,288 $ 1,110
Other 852 524
---------------- ---------------
Total $ 2,140 $ 1,634
=============== ===============
</TABLE>
(4) Income Taxes
The income tax expense for the three and nine month periods ended
September 30, 1999 represents income taxes for the Company's Swiss subsidiary.
There is no income tax expense for the three and nine month periods ended
September 30, 2000 (see Note 5).
(5) Change in Accounting for Income Taxes
The Company has net operating loss carryforwards for tax purposes
("NOLs") that are available to offset future taxable income. Only a portion of
the NOLs is attributable to operating activities. The remainder of the NOLs is
attributable to tax deductions from stock option plans.
For the first and second quarter of 2000, the Company followed the
practice of computing its income tax expense using the assumption that current
year stock option deductions were used first to offset its financial statement
income. NOLs could then offset any excess financial statement income over
current year stock option deductions. Because stock option
8
<PAGE> 9
deductions are not recognized as an expense for financial reporting purposes,
the tax benefit of stock option deductions must be credited to additional paid
in capital with an offsetting income tax expense recorded in the income
statement.
The Company applied this practice for the first two quarters of
fiscal 2000. Effective July 1, 2000, the Company changed its accounting for
income taxes to recognize the tax benefits from current and prior years' stock
compensation deductions after utilization of NOLs from operations (i.e., NOLs
determined without deductions from the stock option plans) to reduce income
tax expense. The Company believes that this change is to a preferable method
because the Company will not realize any tax benefit from stock compensation
deductions until it has fully utilized its current and prior net operating
loss carryforwards from operations. Thus, this method more accurately reflects
the incremental effect of the Company's stock option deductions in the
appropriate accounting period.
Because the Company was generating NOLs prior to fiscal 2000 rather
than using them, this accounting change had no effect on prior years' tax
provisions or additional paid in capital.
After restating the first and second quarters in fiscal 2000, the
effect of the accounting change for each quarter was to increase net income
(in thousands) and net income per share as follows:
<TABLE>
<CAPTION>
Net Income
--------------------------------------------------------------
Per Share
-------------------------------------
Total Basic Diluted
----- ----- -------
<S> <C> <C> <C>
First Quarter - - -
Second Quarter $276,000 $0.04 $0.04
--------------------------------------------------------------
Total $276,000 $0.04 $0.04
==============================================================
</TABLE>
Further additional paid-in capital was reduced by $276,000 and, as a
result of this change in accounting method, accumulated deficit was increased
by $276,000.
The Company's NOLs for tax purposes, which were fully reserved to the
extent of the excess over deferred tax liabilities, relating to operations and
stock options amounted to (in thousands):
<TABLE>
<CAPTION>
September 30, 2000 December 31, 1999
------------------ -----------------
<S> <C> <C>
Operations $11,227 $14,298
Options $8,779 $2,800
</TABLE>
When realization of the NOL is more likely than not to occur, the
benefit related to NOL from operations will be recognized as a reduction of
income tax expense. The benefit related to the NOL from stock option
deductions will be recognized as tax expense and credited to additional
paid-in capital.
9
<PAGE> 10
(6) Segments of the Company and Related Information
The Company has three reportable segments: products, chips and
software designed and manufactured in the United States for sale to companies
that will embed the Company's products into their products for ultimate sale
to end-users ("Technology Operations"), network security products designed and
manufactured in the United States for direct sales to end-users ("Product
Operations"), and security products designed and manufactured outside the
United States ("European Operations"). The reportable segments are strategic
business units that offer different products. The segments are managed
separately because each segment requires different technology and marketing
strategies. The Technology Operations and Product Operations include some
international sales mainly to South America and Asia. Information presented
below is as of and for the three and nine month periods ended September 30,
2000 and 1999, respectively (in thousands):
<TABLE>
<CAPTION>
Three Months Nine Months
Ended September 30, Ended September 30,
-------------------------------------------------------------
2000 1999 2000 1999
-------------------------------------------------------------
<S> <C> <C> <C> <C>
Revenues:
Technology operations $ 4,124 $ 701 $ 10,484 $ 2,939
Product operations 2,449 1,464 6,969 4,464
European operations 1,060 1,618 2,488 7,017
-------------- --------------- -------------- -------------
Consolidated revenues $ 7,633 $ 3,783 $ 19,941 $ 14,420
============== =============== ============== =============
Intersegment revenues:
Technology operations $ - $ - $ - $ -
Product operations 3 - 106 -
European operations 4 - 6 -
-------------- --------------- -------------- -------------
Intersegment revenues $ 7 $ - $ 112 $ -
============== =============== ============== =============
Reconciling items:
Intersegment revenues $ (7) $ - $ (112) $ -
-------------- --------------- -------------- -------------
Total consolidated revenues $ 7,633 $ 3,783 $ 19,941 $ 14,420
============== =============== ============== =============
Operating income (loss):
Technology operations $ 1,072 $ (853) $ 1,936 $ (2,415)
Product operations 616 (897) 1,326 (2,201)
European operations (213) 320 (1,125) 2,595
-------------- --------------- -------------- -------------
Consolidated operating income (loss) $ 1,475 $ (1,430) $ 2,137 $ (2,021)
============== =============== ============== =============
Income (loss) before income taxes:
Technology operations $ 1,295 $ (845) $ 2,458 $ (2,392)
Product operations 777 (890) 1,704 (2,179)
European operations (199) 330 (1,091) 2,621
-------------- --------------- -------------- -------------
Consolidated income (loss) before income taxes $ 1,873 $ (1,405) $ 3,071 $ (1,950)
============== =============== ============== =============
Depreciation and amortization:
Technology operations $ 271 $ 80 $ 893 $ 193
Product operations 116 246 503 538
European operations 34 38 109 113
-------------- --------------- -------------- -------------
Consolidated depreciation and amortization $ 421 $ 364 $ 1,505 $ 844
============== =============== ============== =============
</TABLE>
10
<PAGE> 11
<TABLE>
<CAPTION>
As of
---------------------------------------
September 30, September 30,
(in thousands) 2000 1999
-------------- ------------------ -------------------
<S> <C> <C>
Segment assets:
Technology operations $ 17,174 $ 3,294
Product operations 17,092 6,804
European operations 4,942 7,922
------------------- ------------------
Consolidated segment assets $ 39,208 $ 18,020
=================== ==================
Long lived assets:
United States $ 2,449 $ 2,938
Switzerland 235 170
------------------- ------------------
Consolidated long lived assets $ 2,684 $ 3,108
=================== ==================
</TABLE>
<TABLE>
<CAPTION>
Three Months Nine Months
Ended September 30, Ended September 30,
-------------------------------------- --------------------------------------
2000 1999 2000 1999
------------------ ------------------ ----------------- -------------------
<S> <C> <C> <C> <C>
Geographic Information
Revenues:
United States $ 6,285 $ 2,037 $ 16,529 $ 6,897
Switzerland 572 397 1,520 3,627
Other foreign countries 776 1,349 1,892 3,896
------------------- ------------------ ------------------ ------------------
Consolidated revenues $ 7,633 $ 3,783 $ 19,941 $ 14,420
=================== ================== ================== ==================
</TABLE>
For the nine month period ended September 30, 2000, one commercial
client of the Technology operations and one commercial client of the Product
operations accounted for 29% and 10%, respectively, of the Company's
consolidated revenues. For the nine month period ended September 30, 1999, one
commercial client of the European operations accounted for 11% of the
Company's consolidated revenues.
(7) Earnings Per Common Share
Basic earnings per share ("EPS") is calculated by dividing net income
(loss) by the weighted-average number of common shares outstanding for the
applicable period. Diluted EPS is calculated after adjusting the numerator and
the denominator of the basic EPS calculation for the effect of all dilutive
potential common shares outstanding during the period. Information related to
the calculation of basic and diluted EPS is summarized as follows (in
thousands):
<TABLE>
<CAPTION>
Three Months Nine Months
Ended September 30, Ended September 30,
-------------------- ---------------------
2000 1999 2000 1999
-------- ---------- --------- ----------
<S> <C> <C> <C> <C>
Net income (loss) $1,873 $ (1,593) $3,071 $ (2,418)
======== ========== ========== ==========
Weighted average common shares outstanding basic 6,802 5,514 6,694 5,411
Effect of dilutive securities-options 447 - 507 -
-------- ---------- --------- ----------
Adjusted weighted average common shares
outstanding diluted 7,249 5,514 7,201 5,411
======== ========== ========== ==========
</TABLE>
During 1999, diluted loss per common share is equal to basic loss per
common share because if potentially dilutive securities were included in the
computation, the result would be anti-dilutive. These potentially dilutive
securities consist primarily of stock options.
11
<PAGE> 12
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Except for historical information contained herein, the statements in
this Item are forward-looking statements that are made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements involve known and unknown risks and uncertainties,
which may cause the Company's actual results in future periods to differ
materially from forecasted results. Those risks include, among others, risks
associated with the receipt and timing of future customer orders, price
pressures, achieving technical and product development milestones, the ability
to negotiate favorable strategic agreements with original equipment
manufacturers, and other competitive factors leading to a decrease in
anticipated revenues and gross profit margins and product development
expenses.
OVERVIEW
The Company designs, manufactures and markets enterprise network
security technology and systems that enable the deployment of secure Virtual
Private Network ("VPN") solutions over the Internet and other shared public
networks. The Company's technology and products are used in VPN and electronic
commerce applications by financial institutions, government agencies, large
corporations, telecommunication and Internet service providers to secure data
transmissions on private and public computer networks, such as the Internet.
The Company's Swiss subsidiary designs, manufactures, and markets
cryptographic equipment and systems that enable the deployment of secure VPN
solutions over the Internet and other shared public networks primarily in
Switzerland and Europe.
The Company's historical operating results have been dependent on a
variety of factors including, but not limited to, the length of the sales
cycle, the timing of orders from and shipments to clients, product development
expenses and the timing of development and introduction of new products. The
Company's expense levels are based, in part, on expectations of future
revenues. The size and timing of the Company's historical revenues have varied
substantially from quarter to quarter and year to year. Accordingly, the
results of a particular period, or period to period comparisons of recorded
sales and profits may not be indicative of future operating results.
While Management is committed to the long-term profitability of the
Company, the recent growth of the computer security industry has made it
important that market share be obtained. The Company has undertaken various
strategies in order to increase its revenues and improve its future operating
results, including new product offerings such as its SafeNet products for the
Internet and the SafeNet/Security Center(TM), a high performance workstation,
which automatically manages SafeNet products, and the development of
integrated circuits for the original equipment manufacturer market. Management
believes that growth in the market for products that provide secure remote
access to computer networks will require the Company to increase its future
investments in product development, sales and marketing activities. These
investments will enable the Company to take advantage of this market
opportunity and to achieve long-term profitability thereby maximizing
shareholder value. However, there can be no assurance that these strategies
will be successful.
RESULTS OF OPERATIONS OF THE COMPANY
The following table sets forth certain Consolidated Statement of
Operations data of the Company as a percentage of revenues for the periods
indicated.
<TABLE>
<CAPTION>
Three Months Nine Months
Ended September 30, Ended September 30,
------------------------------------------------
2000 1999 2000 1999
-------- --------- --------- ---------
<S> <C> <C> <C> <C>
Revenues 100 % 100 % 100 % 100 %
Cost of revenues 26 39 27 36
-------- --------- --------- ---------
Gross profit 74 61 73 64
-------- --------- --------- ---------
Research and development expenses 23 44 27 30
Sales and marketing expenses 20 38 23 35
General and administrative expenses 11 23 14 15
Recovery of CyberGuard advance - (6) (1) (2)
-------- --------- --------- ---------
Total operating expenses 54 99 63 78
-------- --------- --------- ---------
Operating income (loss) 20 (38) 10 (14)
Interest income, net 5 1 5 -
-------- --------- --------- ---------
Income (loss) before income taxes 25 (37) 15 (14)
Income tax expense - 5 - 3
-------- --------- --------- ---------
Net income (loss) 25 % (42)% 15 % (17)%
======== ========= ========= =========
</TABLE>
12
<PAGE> 13
The Company has three reportable segments: products, chips and
software designed and manufactured in the United States for sale to companies
that will embed the Company's products into their products for ultimate sale
to end-users ("Technology Operations"), network security products designed and
manufactured in the United States for direct sales to end-users ("Product
Operations"), and network security products designed and manufactured outside
the United States ("European Operations"). The reportable segments are
strategic business units that offer different products. The segments are
managed separately because each segment requires different technology and
marketing strategies. The Technology Operations and Product Operations include
some international sales mainly to South America and Asia.
Nine months ended September 30, 2000 compared to Nine months ended September
30, 1999
Revenues increased 38%, or $5,521,000, to $19,941,000 for the nine
months ended September 30, 2000, from $14,420,000 in 1999. The Technology
Operations revenues increased $7,545,000 mainly due to shipments of a software
VPN product, SafeNet/Soft-PK to several customers. Revenues from the Product
Operations segment increased $2,505,000 primarily due to large shipments of
VPN products to several large enterprises as well as an overall increased
demand for SafeNet VPN products. The European Operations revenues decreased
$4,529,000 as a result of the reduction in the sale of legacy products in
Europe.
Gross margin increased to 73% for the nine months ended September 30,
2000, from 64% in 1999. Margins on sales of software licenses and SafeNet DSP
Chips in the Technology Operations segment led the increase with an overall
84% gross margin compared to a 1999 gross margin of 75% made up of primarily
development project sales. Product Operations' margins increased to 66% from
49% on strong sales of higher margin VPN products versus lower margin legacy
products in 1999. The gross margin for the European operations decreased to
48% from 69% in 1999 as a result of lower revenues available to recover fixed
costs.
Research and development expenses increased 24%, or $1,043,000, to
$5,408,000 for the nine months ended September 30, 2000, from $4,365,000 in
1999. The increase is primarily attributable to increased personnel costs
during 2000 related to the Company's software and integrated circuit
development projects in Technology Operations, and the completion of several
large consulting contracts during 1999 under which $612,000 of research and
development expenses were directly attributable to cost of goods sold. As a
percentage of revenues, the expenses were 27% and 30% in 2000 and 1999,
respectively.
Sales and marketing expenses decreased 11%, or $530,000 to $4,515,000
for the nine months ended September 30, 2000, from $5,045,000 in 1999, due to
a decrease in personnel and their salaries, telephone, travel and related
expenses as well as scaled down participation in trade shows versus 1999.
Expenses decreased despite web site development expenses of $70,000 during the
third quarter. As a percentage of revenues, expenses were 23% and 35% in 2000
and 1999, respectively.
General and administrative expenses increased 37%, or $744,000, to
$2,744,000 for the nine months ended September 30, 2000, from $2,000,000 in
1999. The increase is primarily due to professional fees incurred to export
software developed in the United States to the European Operations segment,
costs associated with strengthening the executive management team in both the
U.S. and Europe, and professional services related to strategic initiative
planning. As a percentage of revenues, the expenses were 14% and 15% of
revenues in 2000 and 1999, respectively.
There was no income tax expense for the nine months ended September
30, 2000 due to net operating loss carryforwards available to offset current
year earnings. The 1999 income tax expense of $468,000 was for estimated taxes
on the income of the European Operations that has no estimated income tax
liability in 2000. The Company had no United States income tax benefit in
either period. A valuation allowance for the full amount of the United States
net deferred tax assets has been established since the Company's ability to
use the United States net operating losses is dependent upon future taxable
income.
The Company had net income of $3,071,000 for the nine months ended
September 30, 2000 compared to a net loss of $2,418,000 for the same period in
1999. The diluted income per common share was $0.43 in 2000 compared to a
($0.45) loss per common share in 1999.
Three months ended September 30, 2000 compared to Three months ended September
30, 1999
Revenues increased 102%, or $3,850,000, to $7,633,000 for the three
months ended September 30, 2000, from $3,783,000 in 1999. Technology
Operations' revenues increased $3,423,000 as a result of shipments of
software, chips, and a new hardware implementation of SafeNet Technology
called SafeNet/PCI. Revenues from the Product Operations segment
13
<PAGE> 14
increased $985,000 primarily due to increased demand for SafeNet VPN products.
The European Operations' revenues decreased $558,000 as a result of the
reduction in demand of legacy products in Europe.
Gross margin increased to 74% for the three months ended September
30, 2000, from 61% in 1999. Margins on sales of software licenses, SafeNet DSP
Chips, and SafeNet/PCI products in the Technology Operations segment led the
increase with an overall 81% gross margin on a significantly higher revenue
volume than the 1999 gross margin of 92% which was made up of primarily
software licenses and development project sales. Product Operations' margins
increased to 71% from 41% in 1999 on sales of VPN products. The gross profit
margin for the European operations decreased to 51% from 65% in 1999 as a
result of lower revenues available to recover fixed direct costs.
Research and development expenses increased 5%, or $87,000, to
$1,737,000 for the three months ended September 30, 2000, from $1,650,000 in
1999. The increase is primarily attributable to increased personnel related
costs associated with the Company's software and integrated circuit
development projects in Technology Operations. As a percentage of revenues,
the expenses were 23% and 44% in 2000 and 1999, respectively.
Sales and marketing expenses increased 5%, or $70,000, to $1,504,000
for the three months ended September 30, 2000, from $1,434,000 in 1999 due
primarily to the development of a new corporate web-site . As a percentage of
revenues, the expenses were 20% and 38% in 2000 and 1999, respectively.
General and administrative expenses increased 1%, or $8,000, to
$876,000 for the three months ended September 30, 2000, from $868,000 in 1999.
As a percentage of revenues, the expenses were 11% and 23% of revenues in 2000
and 1999, respectively.
There was no 2000 income tax expense for estimated taxes on the
income in the United States due to net operating loss carryforwards available
to offset current year earnings. The 1999 income tax expense of $188,000 was
for estimated taxes on the income of the European Operations that has no
estimated income tax liability in 2000. The Company had no United States
income tax benefit in either period. A valuation allowance for the full amount
of the United States net deferred tax assets has been established since the
Company's ability to use the United States net operating loss is dependent
upon future taxable income.
The Company had net income of $1,873,000 for the three months ended
September 30, 2000 compared to a net loss of $1,593,000 for the same period in
1999. The diluted income per common share was $0.26 in 2000 compared to a
($0.29) loss per common share in 1999.
LIQUIDITY AND FINANCIAL POSITION OF THE COMPANY
The Company believes that its current cash resources, together with
cash flows from operations, will be sufficient to meet its needs for the next
year. At September 30, 2000, the Company had working capital of $30,384,000
including cash and cash equivalents of $26,731,000.
For the nine months ended September 30, 2000, cash and cash
equivalents increased $7,570,000. Significant sources of cash for the Company
in 2000 included $4,383,000 from operating activities and $3,626,000 from the
exercise of stock options and warrants.
INFLATION AND SEASONALITY
The Company does not believe that inflation will significantly impact
its business. The Company does not believe its business is seasonal, however,
because the Company recognizes revenues upon shipment of finished products,
such recognition may be irregular and uneven, thereby disparately impacting
quarterly operating results and balance sheet comparisons.
CHANGE IN ACCOUNTING STANDARDS
In 1998, the Financial Accounting Standards Board issued SFAS No.
133, Accounting for Derivative Instruments and Hedging Activities. SFAS No.
133 establishes accounting and reporting standards for derivative instruments
and for hedging activities. It requires that an entity recognize all
derivatives as either assets or liabilities at fair value. Adoption of SFAS
No. 133 is required in the fiscal year 2001 and is not expected to have a
material impact on the Company's financial position or results of operations.
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In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin (SAB) No. 101, "Revenue Recognition in Financial
Statements." The Company will be required to adopt this SAB in the fourth
quarter of fiscal year 2000. The Company is currently evaluating the impact of
the SAB on its revenue recognition practices and does not believe that the
adoption of this SAB will have a material impact on the Company's financial
position or results of operations.
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's major market risk is to fluctuations in foreign
currency exchange rates, principally related to the Swiss Franc. As of
September 30, 2000, the Company's investment in its Swiss subsidiary was
approximately $4,578,000. A 10% change in the average Swiss Franc exchange
rate for the nine months ended September 30, 2000 would have changed the
Company's reported earnings for the period by approximately $65,000. A 10%
change in the September 30, 2000 Swiss Franc exchange rate would have changed
the Company's reported currency translation adjustment for nine months ended
September 30, 2000 by approximately $354,000.
At September 30, 2000, the Company did not have any interest bearing
obligations. In addition, the Company does not hold any derivative instruments
and does not have any commodity risk.
PART II - OTHER INFORMATION
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The Annual Meeting of Shareholders was held on July 19, 2000.
(b) The following six directors were elected for a term of one year
or until their respective successors have been duly elected or
appointed:
<TABLE>
<S> <C> <C>
For Withheld
--- --------
Anthony A. Caputo 5,811,374 9,574
Thomas A. Brooks 5,758,574 62,374
Shelley A. Harrison 5,759,574 61,374
Ira A. Hunt, Jr. 5,753,774 67,174
Douglas E. Kozlay 5,758,574 62,374
Bruce R. Thaw 5,696,474 124,474
</TABLE>
There were no broker non-votes.
(c) The shareholders approved the Company's name change to SafeNet,
Inc. There were 5,744,405 shares cast in favor of the proposal,
1,230 shares cast against the proposal, and 75,313 shares
abstaining. There were no broker non-votes.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits required by Item 601 of Regulation S-K.
1B Ernst & Young LLP letter dated November 7, 2000 regarding
change in accounting principle.
27 Financial Data Schedule
27.1 Restated Financial Data Schedule
The Company did not file any reports on Form 8-k during the three months
ended September 30, 2000.
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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.
SAFENET, INC.
November 14, 2000 /s/ Anthony A. Caputo
----------------------
ANTHONY A. CAPUTO
Chairman, President and
Chief Executive Officer
November 14, 2000 /s/ Carole D. Argo
-------------------
CAROLE D. ARGO
Senior Vice President and
Chief Financial Officer
16
