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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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, 1996
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 0-24544
CYBERGUARD CORPORATION
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(Exact name of Registrant as Specified in Its Charter)
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<CAPTION>
<S> <C> <C>
FLORIDA 65-510339
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(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.)
2101 WEST CYPRESS CREEK ROAD, FORT LAUDERDALE, FLORIDA 330909
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(Address of Principle Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code 954-973-5478
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Former Name, Former Address and Former Fiscal Year, if Changed Since
Last Report
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Indicate by check X whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports),
Yes X No
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and (2) has been subject to such filing requirements for the past 90 days.
Yes X No
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The number of shares of each of the Registrant's classes of common
stock, outstanding as of November 8, 1996, were 7,000,607
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PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CYBERGUARD CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
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<CAPTION>
THREE MONTHS ENDED
SEPT. 30, SEPT. 30,
1996 1995
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Sales
Equipment $2,876 $830
Services 191 67
Real time products 0 7,810
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Total sales 3,067 8,707
Cost of sales
Equipment 1,789 635
Services 85 32
Real time products 0 4,488
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Total cost of sales 1,874 5,155
Gross income 1,193 3,552
Operating expenses
Research and development 1,056 250
Selling, general and administrative 2,344 1,285
Real time operating expenses 0 7,643
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Total operating expenses 3,400 9,178
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Operating loss (2,207) (5,626)
Other income (expense)
Interest income 165 95
Loss on sale of equity securities (6,211) 0
Other (9) 228
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Total other income (expense) (6,055) 323
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Net Loss ($8,262) ($5,303)
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Loss per common and common equivalent share ($1.20) ($0.90)
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Weighted average number of common and common
equivalent shares outstanding 6,859,146 5,911,437
========= =========
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See accompanying notes to condensed consolidated financial statements
2
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CYBERGUARD CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
(UNAUDITED)
(DOLLARS IN THOUSANDS)
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<CAPTION>
SEPT. 30, JUNE 30,
1996 1996
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<S> <C> <C>
Cash and cash equivalents $5,981 $3,617
Securities available for sale 3,988 13,600
Accounts and notes receivable, less allowance for
uncollectible accounts of $ 297 at September 30, 1996
and $ 318 at June 30, 1996 4,624 3,668
Inventories 605 134
Prepaid expenses 453 565
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Total current assets 15,651 21,584
Machinery and equipment at cost, less accumulated
depreciation of $ 1,384 at September 30, 1996 and
$1,035 at June 30, 1996 1,466 1,152
Non-Compete Agreement 1,050 1,120
Investment in Concurrent Preferred Stock-long term 0 3,853
Other assets 24 3
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Total assets $18,191 $27,712
========= ========
Accounts payable $1,506 $0
Deferred revenue 1,045 44
Accrued expenses 3,839 6,223
Loan payable 0 3,200
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Total current liabilities 6,390 9,467
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Total liabilities 6,390 9,467
Shareholders' equity
Common stock par value $0.01 authorized 20,000,000 shares
issued and outstanding 6,997,994 at September 30, 1996
and 6,709,371 at June 30, 1996 70 67
Additional paid in capital 57,967 56,152
Accumulated deficit (45,472) (37,210)
Cumulative translation adjustment (764) (764)
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Total shareholders' equity 11,801 18,245
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Total liabilities and shareholders' equity $18,191 $27,712
========= ========
</TABLE>
See accompanying notes to condensed consolidated financial statements
3
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CYBERGUARD CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW
(UNAUDITED)
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<CAPTION>
(DOLLARS IN THOUSANDS) THREE MONTHS ENDED
SEPT. 30, SEPT. 30,
1996 1995
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<S> <C> <C>
Cash flows from operating activities
Net loss ($8,262) ($5,303)
Adjustment to reconcile net loss to net cash
provided from (used in) operating activities:
Depreciation 105 675
Amortization 70 326
Appreciation of securities held for resale (135)
Loss on sale of Concurrent Computer stock 6,211
Deferred income taxes 0 (859)
Changes in assets and liabilities
Receivables (956) 2,045
Prepaid Expenses 112 827
Inventories (471) 816
Trade payables 1,506 (284)
Other expenses and accruals (984) 1,873
Deferred revenue 1,001 (967)
Other 26 11
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Net cash used in operating activities (1,777) (840)
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Cash flows from investing activities
Additions to machinery and equipment (419) 4
Software development costs & other assets (21) (860)
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Net cash used in investing activities (440) (856)
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Cash flows from financing activities
Proceeds from sale of Concurrent Computer Stock 7,389 0
Payoff of short term loan (3,200) 0
Equity contributions 392 0
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Net cash provided from financing activities 4,581 0
Net increase (decrease) in cash 2,364 (1,696)
Cash and cash equivalents at beginning of period 3,617 9,961
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Cash and cash equivalents at end of period $5,981 $8,265
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</TABLE>
See accompanying notes to condensed consolidated financial statements
4
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CYBERGUARD CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1996
(UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been
prepared in accordance with the instructions to Form 10-Q and, therefore,
do not include all information and footnotes necessary for a fair
presentation of financial position, results of operations, and cash flows
in conformity with generally accepted accounting principles. The
information furnished, in the opinion of management, reflects all
adjustments, which consist of normal recurring adjustments, necessary to
present fairly the results of operations of the Company for the three month
periods ended September 30, 1996 and September 30, 1995 and the financial
position of the Company as of September 30, 1996 and June 30, 1996.
While the Company believes that the disclosures presented are adequate to
make the information not misleading, it is suggested that these
consolidated financial statements be read in conjunction with the audited
consolidated financial statements and the notes included in the Form 10-K
for the fiscal period ended June 30, 1996 as filed with the Securities and
Exchange Commission.
The results of operations of interim periods are not necessarily indicative
of results which may be expected for any other interim period or for the
year as a whole.
Effective June 30, 1996, the Company sold the net assets of its real-time
computing business with a book value of $21.6 million and issued 683,178
shares of its common stock valued at $11.8 million to Concurrent in
exchange for (i) 10 million newly issued shares of Concurrent common stock,
par value $0.01 per share valued at $17 million and (ii) convertible
exchangeable preferred stock of Concurrent paying a 9 % cumulative annual
dividend quarterly in arrears with a liquidation preference of
approximately $6. 3 million.
2. EARNINGS PER SHARE
Net loss per share for the periods presented have been computed using the
weighted average number of common shares outstanding common equivalent
shares (stock options) outstanding during the period have been excluded due
to their anti-diluting effect.
3. INVENTORIES
Inventories are valued at the lower of cost or market, with cost being
determined by using the first-in, first-out ("FIFO") method.
4. LINE OF CREDIT
As of September 30, 1996, the Company had no debt or bank borrowings, and
all assets of the Company were free from pledges or collateral
requirements. On April 1, 1996, the Company entered into a line of credit
of up to $5.0 million with Foothill Capital Corporation. The line of
credit allowed for the borrowing of up to 80% of eligible domestic accounts
receivable. The line was backed by all the domestic assets of the Company.
The line of credit outstanding of $3.2 million was paid in its entirety in
August 1996 and the line of credit was terminated.
5
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CYBERGUARD CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1996
(UNAUDITED)
5. REVENUE RECOGNITION
Revenue is recognized from sales when a product is shipped, from rentals as
they accrue, and from services and maintenance when performed. Unearned
income on service contracts is amortized by the straight-line method over
the term of the contracts. Revenue from long-term software contracts is
accounted for by the percentage of completion method whereby income is
recognized based on the estimated stage of completion of individual
contracts using costs incurred as a percentage of total estimated costs at
completion. Losses on long-term contracts are recognized in the period in
which such losses are determined.
6. FOREIGN CURRENCY TRANSLATION
The assets and liabilities of the foreign operations are translated using
the local currency as the functional currency.
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CYBERGUARD CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
The quarter ended September 30, 1996 compared to the quarter ended September
30, 1995
NET SALES
Net revenues consist primarily of network security product sales including
sales of third-party security products, support services, and for the
period ending September 30, 1995 only, the sale of real-time computer
products from the Company's former real-time division which was sold to
Concurrent Computer Corporation ("Concurrent") in June 1996. For the
quarter ended September 30, 1996, net sales declined by $5.6 million when
compared to the quarter ended September 30, 1995. The $5.6 million decline
comprises an increase of $2.2 million in network security product sales for
the current quarter which partially offsets the $7.8 million in real-time
products included in the prior year's quarterly results. The $2.2 million
or 265% increase in network security product sales is the result of
increased shipments of the Company's CyberGuard firewall systems as
firewall technology, in general, continues to gain wider acceptance in the
commercial marketplace as a viable solution for Internet and intranet
security. Specifically, the Company shipped 103 CyberGuard systems
during the quarter ended September 30, 1996 compared to 18 for the quarter
ending September 30, 1995. The Company also experienced a strong increase
in sales leads during the three months ended September 30, 1996 based upon
increased customer referrals and industry trade show participation.
For the quarter ending September 30, 1996, International sales of the
Company's network security products increased to $1.6 million compared to $
0.4 million for the quarter ended September 30, 1995. The increase in
International sales for network security products is the result of
increased market penetration in Japan and the signing of two new
distributors who began selling CyberGuard firewall products in Australia
and Singapore. International sales represent 56.2% and 51.3% of total
security product sales for the periods ending September 30, 1996 and 1995
respectively.
Domestic product sales for firewall products increased by $0.9 million to
$1.3 million in the quarter ended September 30, 1996. This increase is
due to increased acceptance for firewall products in domestic markets.
Revenues from support services, related to firewall products increased
from $67,000 for the three months ended September 30, 1995 to $191,000 for
the three months ended September 30, 1996. This increase is due to the
greater number of installed units and increased customer training in
connection with increased sales. Support services for firewall products
accounted for 6.2% of sales during the quarter ended September 30, 1996.
7
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CYBERGUARD CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
GROSS INCOME
Gross income as a percent of sales decreased to 38.9% from 40.8% for the
quarter ended September 30, 1996. The decrease is a result of product mix.
The Real-time related products and services accounted for $3.3 million or
93.5% of prior year's Gross Income. Disregarding the gross income from
Real-time sales, the gross margin for network security products improved
significantly in the current quarter as compared to the quarter ended September
30, 1995. The margin improvement is due primarily to product acquisition cost
reductions and to economies of scale factors as certain fixed cost components
of cost of sales were allocated over greater unit shipment quantities for the
quarter ended September 30, 1996.
OPERATING EXPENSES AND NET LOSS
Overall operating expense declined by $5.8 million in the current quarter to
$3.4 million. This decrease is due to the inclusion of the Real-time division
operating expenses incurred in the September 30, 1995 results. For the quarter
ending September 30, 1995, Real-time operating expenses accounted for $7.6
million. Comparing only the operating expenses for the network security
products, Company operating expenses increased $1.9 million from expenses in
the three month period ended September 30, 1995 to $ 3.4 million for the period
ended September 30, 1996. This increase of 121 % is due primarily to:
- - Increased marketing efforts and promotional expenditures.
- - Increased development efforts related to the CyberGuard Firewall 3.0
Intel-based release and development costs associated with the SafeNet
Enterprise virtual private network solution.
- - The Company's decision to move to a different platform resulting in the
discontinuance of its practice of capitalizing certain research and
development costs, effective June 30, 1996.
- - Increased costs and hirings associated with running the network security
division as a stand-alone entity following the sale of the Real-time
division to Concurrent in June 1996.
The net loss for the quarter ended September 30, 1996 was $ 8.3 million
compared to $ 5.3 million in the prior year's quarter. This increased loss
includes a $6.2 million loss on the sale of the 10 million shares of Concurrent
common stock received by the Company in connection with the sale of is
Real-time division in June 1996. Valued at $1.70 a share on the June 1996
Balance Sheet, the Company elected to sell these shares at an average net sales
price of $1.08 during the period. Proceeds of the sale were used to pay off an
existing line of credit, pay certain costs incurred with the Company's canceled
secondary stock offering and to establish the necessary liquidity and working
Capital for the Company. There was no corresponding transaction for the
quarter ended September 30, 1995.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 1996, the Company had cash and cash equivalents on hand of
$5.98 million representing an increase of $2.4 million from $3.62 million as of
June 30, 1996. Accounts receivable increased by $ 0.96 million as a result of
increased sales volume the last month of the quarter ended September 30, 1996
and slower collection from domestic resellers and international customers.
Inventory increased by $0.5 million as the company established base- level
inventory stocking levels to support short lead time customer shipments for
both the Motorola based CyberGuard Systems purchased from Concurrent Computer
Corporation and Intel-based systems purchased to support CyberGuard version 3.0
orders. Machinery and equipment additions amounted to $ 0.4 million for the
quarter ended September 30, 1996. These additions were used for development
computers and demonstration equipment related to the Company's 3.0 product
line which runs on previously unprocured Intel-based machines.
Since the sale of the Company's Real-time computer division in June 1996, the
Company's cash requirements have been funded from the sale of Concurrent
securities. The Company currently has no outstanding bank borrowings or long
term debt. Its principal sources of liquidity at September 30, 1996 consisted
of cash, accounts and notes receivable, the Preferred Stock of Concurrent
(included in "Securities available for sale" as of September 30,1996) and
vendor trade credit.
The Company has increased its cash position subsequent to September 30, 1996
through the sale of approximately 950,000 shares of Concurrent Common Stock
(obtained by the Company through the conversion of a portion of the Concurrent
Preferred Stock to Concurrent Common Stock) and the collection of approximately
$1 million in accounts receivable. The Company believes that its current
liquidity and capital resources are sufficient to fund the Company's current
business plan for the foreseeable future.
Statements regarding future liquidity and capital resources, as well as other
statements contained in this report that address activities, events or
developments that the Company expects, believes or anticipates will or may
occur in the future, are forward-looking statements. These statements are
based upon certain assumptions and analyses made by the Company in light of
current conditions, future developments and other factors the Company believes
are appropriate in the circumstances. Such statements are subject to a number
of assumptions, risks and uncertainties. Readers are cautioned that
forward-looking statements are not guarantees of future performance and that
actual results may differ materially from those projected in the
forward-looking statements. The future liquidity of the Company will be
affected by numerous factors, including sales volumes, collections of accounts
receivable, gross margins, the levels of selling, general and administrative
expenses required to fully implement Firewall security systems product sales to
commercial customers, levels of required capital expenditures, and access to
external sources of financing.
9
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PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS OF FORM 8-K
(a) Exhibits:
27 Financial Data Schedule
(b) No reports were filed on Form 8-K during the quarter ended
September 30, 1996
10
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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.
Date: November 14, 1996 CYBERGUARD CORPORATION
By: /s/ ROBERT L. CARBERRY
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ROBERT L. CARBERRY
Chairman, President and Chief Executive Officer
By: /s/ PATRICK O. WHEELER
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PATRICK O. WHEELER
Vice President of Finance and Chief Financial
Officer (Principal Financial and Accounting
Officer)
11
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<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FORM THE
COMPANY'S CONSOLIDATED BALANCE SHEET AT SEPTEMBER 30, 1996 AND CONSOLIDATED
STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER, AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-END> SEP-30-1996
<CASH> 5,981
<SECURITIES> 3,988
<RECEIVABLES> 4,922
<ALLOWANCES> 298
<INVENTORY> 605
<CURRENT-ASSETS> 11,663
<PP&E> 2,850
<DEPRECIATION> 1,384
<TOTAL-ASSETS> 18,191
<CURRENT-LIABILITIES> 6,390
<BONDS> 0
0
0
<COMMON> 70
<OTHER-SE> 11,731
<TOTAL-LIABILITY-AND-EQUITY> 18,191
<SALES> 2,876
<TOTAL-REVENUES> 3,067
<CGS> 1,789
<TOTAL-COSTS> 1,873
<OTHER-EXPENSES> 3,400
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (8,262)
<INCOME-TAX> 0
<INCOME-CONTINUING> (8,262)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (8,262)
<EPS-PRIMARY> (1.20)
<EPS-DILUTED> (1.20)
</TABLE>
