<PAGE> 1
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, 1997
------------------
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
-------- --------
Commission file number 0-24544
CYBERGUARD CORPORATION
- --------------------------------------------------------------------------------
(Exact name of Registrant as Specified in Its Charter)
FLORIDA 65-510339
- --------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation (I.R.S. Employer Identification
or Organization) No.)
2000 WEST COMMERCIAL BLVD., SUITE 200, FORT LAUDERDALE, FLORIDA 33309
- --------------------------------------------------------------------------------
(Address of Principle Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code 954-958-3900
------------------------------
- --------------------------------------------------------------------------------
Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report
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
---- ----
and (2) has been subject to such filing requirements for the past 90 days.
Yes X No
---- ----
As of November 1, 1997, 8,027,334 shares of the Registrant's $0.01 par
value Common Stock were outstanding.
<PAGE> 2
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CYBERGUARD CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
SEPT. 30, SEPT. 30,
1997 1996
----------- ------------
<S> <C> <C>
Revenues:
Products $ 4,676 $ 2,876
Services 387 191
----------- -----------
Total sales 5,063 3,067
Cost of revenues:
Products 1,546 1,789
Services 250 85
----------- -----------
Total cost of sales 1,796 1,874
Gross profit 3,267 1,193
Operating expenses:
Research and development 1,580 1,056
Selling, general and administrative 3,841 2,344
----------- -----------
Total operating expenses 5,421 3,400
----------- -----------
Operating loss (2,154) (2,207)
Other income (expense)
Interest income,net 124 165
Gain(Loss) on sale of equity securities 340 (6,211)
Other income (expense) (12) (9)
----------- -----------
Total other income (expense) 452 (6,055)
----------- -----------
Net Loss $ (1,702) $ (8,262)
=========== ===========
Loss per common and common equivalent share $ (0.22) $ (1.20)
=========== ===========
Weighted average number of common and common
equivalent shares outstanding 7,688,529 6,859,146
=========== ===========
</TABLE>
See accompanying notes to condensed consolidated financial statements
<PAGE> 3
CYBERGUARD CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
(UNAUDITED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
SEPT. 30, JUNE 30,
ASSETS 1997 1997
---------- --------
<S> <C> <C>
Cash and cash equivalents $ 5,642 $ 2,975
Securities available for sale 699 1,268
Accounts and notes receivable, less allowance for
uncollectible accounts of $570 at September 30, 1997
and $547 at June 30, 1997 6,416 6,642
Inventories 1,703 1,588
Prepaid expenses 835 520
-------- --------
Total current assets 15,295 12,993
Machinery and equipment at cost, less accumulated
depreciation of $1,544 at September 30, 1997 and
$1,582 at June 30, 1997 1,776 1,706
Non-Compete Agreement 1,050 1,120
Other assets 148 155
-------- --------
Total assets $ 18,269 $ 15,974
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable $ 1,196 $ 1,144
Deferred revenue 1,053 1,277
Accrued expenses 3,834 3,636
-------- --------
Total liabilities (all current) 6,083 6,057
-------- --------
Shareholders' equity
Common stock par value $0.01 authorized 20,000,000 shares issued and
outstanding 8,025,557 at September 30, 1997
and 7,452,314 at June 30, 1997 80 74
Additional paid in capital 63,587 59,507
Accumulated deficit (51,402) (49,700)
Unrealized gain on securities available for sale 138 173
Cumulative foreign currency translation adjustment (217) (137)
-------- --------
Total shareholders' equity 12,186 9,917
-------- --------
Total liabilities and shareholders' equity $ 18,269 $ 15,974
======== ========
</TABLE>
See accompanying notes to condensed consolidated financial statements
<PAGE> 4
CYBERGUARD CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW
(UNAUDITED)
<TABLE>
<CAPTION>
(DOLLARS IN THOUSANDS) THREE MONTHS ENDED
SEPT. 30, SEPT. 30,
1997 1996
-------- -----------
<S> <C> <C>
Cash flows from operating activities
Net loss $(1,702) $(8,262)
Adjustment to reconcile net loss to net cash
provided from (used in) operating activities:
Depreciation 201 105
Amortization 70 70
(Gain) loss on sale of Concurrent Computer stock (340) 6,211
Reserve for uncollectible accounts receivable 23 --
Changes in assets and liabilities
Receivables 203 (956)
Prepaid Expenses (308) 112
Inventories (115) (471)
Trade payables 52 1,506
Other expenses and accruals 224 (984)
Deferred revenue (224) 1,001
Other (35) (109)
------- -------
Net cash used in operating activities (1,951) (1,777)
------- -------
Cash flows from investing activities
Additions to machinery and equipment (262) (419)
Software development costs & other assets -- (21)
------- -------
Net cash used in investing activities (262) (440)
------- -------
Cash flows from financing activities
Proceeds from sale of Concurrent Computer Stock 974 7,389
Payoff of short term loan -- (3,200)
Equity contributions 3,906 392
------- -------
Net cash provided from financing activities 4,880 4,581
Net increase in cash 2,667 2,364
Cash and cash equivalents at beginning of period 2,975 3,617
------- -------
Cash and cash equivalents at end of period $ 5,642 $ 5,981
======= =======
</TABLE>
See accompanying notes to condensed consolidated financial statements
<PAGE> 5
CYBERGUARD CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1997
(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, 1997 and September 30, 1996 and the financial
position of the Company as of September 30, 1997 and June 30, 1997.
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 30,1997 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.
2. EARNINGS PER SHARE
Net loss per share for the periods presented have been computed using the
weighted average number of common shares outstanding. The 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. All
inventories consist of finished goods.
4. LONG LIVED ASSETS
Property and equipment are carried on the basis of cost. Depreciation is
computed by the straight-line method using the estimated useful lives of
the assets.
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.
<PAGE> 6
6. FOREIGN CURRENCY TRANSLATION
The assets and liabilities of the foreign operations are translated using
the local currency as the functional currency.
7. SUBSEQUENT EVENTS
On October 28, 1997, the Company sold all its securities available for sale
in Concurrent Computer Corporation's Preferred Stock. In addition, the
Company has received a substantial payment for all outstanding dividends.
<PAGE> 7
CYBERGUARD CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
The quarter ended September 30, 1997 compared to the quarter ended September 30,
1996
NET REVENUES
Net revenues consist primarily of network security product sales including third
party security products and service and support related to security products.
For the quarter ended September 30, 1997, net sales increased by approximately
$2.0 million when compared to the quarter ended September 30, 1996. The $2.0
million increase is comprised of an increase of $1.8 million in network security
product sales and $0.2 million in service revenues for the current quarter. The
$1.8 million or 62.6% increase in network security product sales is the result
of increased shipments of the Company's CyberGuard firewall systems.
Specifically, the Company shipped 264 CyberGuard systems during the quarter
ended September 30, 1997 compared to 103 for the quarter ending September 30,
1996.
For the quarter ended September 30, 1997, International sales of the Company's
network security products increased to $2.0 million compared to $1.6 million
for the quarter ended September 30, 1996. The increase in international sales
for network security products is the result of increased market penetration in
Europe due the Company believes, to the formal award of the ITSEC E3
certification standard given to the CyberGuard Firewall. International sales
represent 41.5% and 56.2% of total security product sales for the periods ended
September 30, 1997 and 1996 respectively.
Domestic product sales for network security products increased by $1.4 million
to $2.7 million in the quarter ended September 30, 1997. This change is due to
increased orders for the Company's products due, the Company believes to
increased customer awareness and acceptance, and positive reviews from
leading-industry publications of the Company's Release 3 firewall products in
domestic markets.
Revenues from support services related to Firewall products and Tradewave
certificate authority increased from $.19 million for the three months ended
September 30, 1996 to $.38 million for the three months ended September 30,
1997. This is due to the greater number of installed units and increased
customer training in connection with increased sales. Support services for
network security products accounted for 7.6% of sales during the quarter ended
September 30, 1997 as compared to 6.2% for the quarter ended September 30, 1996.
GROSS PROFIT
Gross Profit as a percent of sales increased to 64.5% from 38.9% for the quarter
ended September 30, 1997. The increase is a result of increased software only
sales to the distribution channels. For the quarter ended September 30, 1997,
software only sales accounted for 53% of revenues as compared to prior year's
sales which consisted exclusively of a hardware and software combination that
has higher gross margins. In addition, there are cost reductions associated with
the shipping of the Intel based platform as compared to the previous proprietary
Nighthawk platform.
<PAGE> 8
CYBERGUARD CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OPERATING EXPENSES AND NET LOSS
Overall operating expense increased by $2.0 million for the quarter ended
September 30, 1997 to $5.4 million. This is due to increased research and
development expenditures of $0.5 million and an increase of $1.5 million in
sales, marketing and general and administrative expenses. In addition, the prior
year's expenses did not include costs associated with the acquisition of
Tradewave Corporation.
The increased expenditures in research and development are primarily associated
with the Release 4 version of the Firewall software, development of the NT
Firewall, and Tradewave VPI suite of products. Increased sales, marketing, and
administrative expense relate to increased sales and the associated additional
expenditures in hiring of new sales personnel, increasing marketing efforts, and
increasing administrative functions to support the larger organization. Overall,
the sales, general, and administrative expenses decreased as a percent of
revenues from 76.4% for the quarter ended September 30, 1996 to 75.8% for the
quarter ended September 30, 1997.
The net loss for the quarter ended September 30, 1997 was $1.7 million compared
to $8.3 million for the quarter ended September 30, 1996. The significant
difference for the current quarter ended is the gain realized on the sale of
securities (which are comprised of common stock of Concurrent Computer
Corporation) of $0.34 million as compared to a loss of $6.2 million for the
quarter ended September 30, 1996. The loss in the prior year is associated with
the sale of 10 million shares of Concurrent common stock that were received by
the Company in connection with the sale in 1996 to Concurrent of the Company's
Real-time computing division.
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 1997, the Company had cash and cash equivalents on hand of $5.6
million representing an increase of $2.7 million from $3.0 million as of June
30, 1997. Accounts receivable decreased by $0.2 million as a result of
collection efforts and decreased quarter to quarter sales. Inventory levels
increased marginally by $0.1 million. Machinery and equipment additions amounted
to $0.3 million for the quarter ended September 30, 1997. These additions
consisted of office equipment, furniture, development computers, and
demonstration equipment.
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 and the sale of common stock pursuant to a private placement
arrangement for the sale of its common stock that the Company arranged in May
1997. This arrangement permits the Company, under certain conditions, to sell
its common stock to an investor at a discount from the market price. Pursuant to
this arrangement, the Company may sell up to $7,500,000 worth of common stock.
As of November 12, 1997, the Company had sold 464,524 shares of its common stock
against proceeds of $3,917,057 The Company's ability to sell securities under
its private placement arrangement is limited to circumstances related to the
trading price and volume of its common stock. There can be no assurance that the
Company will be able to sell its stock under the agreement at any time or at
times when it would be advantageous to the Company to do so. The Company
currently has no outstanding bank borrowings or long term debt. Its principal
sources of liquidity at September 30, 1997 consisted of cash, accounts and notes
receivable, the preferred stock of Concurrent (included in "Securities available
for sale" as of September 30, 1997) that the Company received in connection with
the June 1996 sale of its real-time computer division and vendor trade credit.
The Company has increased its cash position subsequent to September 30, 1997
through the sale of 130,000 shares of Concurrent common stock (obtained by the
Company through the conversion of the remaining portion of the Concurrent
preferred stock that the Company held) 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 next twelve months.
<PAGE> 9
CYBERGUARD CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
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.
<PAGE> 10
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, 1997
<PAGE> 11
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 13, 1997 CYBERGUARD CORPORATION
By: /s/ ROBERT L. CARBERRY
----------------------------------------------
ROBERT L. CARBERRY
Chairman and Chief Executive Officer
By: /s/ WILLIAM D. MURRAY
----------------------------------------------
WILLIAM D. MURRAY
Vice President of Finance and Chief Financial
Officer (Principal Financial and Accounting
Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CYBERGUARD
CORPORATION'S CONSOLIDATED BALANCE SHEET AT SEPTEMBER 30, 1997 AND CONSOLIDATED
STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1997 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-END> SEP-30-1997
<CASH> 5,642
<SECURITIES> 699
<RECEIVABLES> 6,416
<ALLOWANCES> 570
<INVENTORY> 1,703
<CURRENT-ASSETS> 15,295
<PP&E> 3,319
<DEPRECIATION> 1,544
<TOTAL-ASSETS> 18,269
<CURRENT-LIABILITIES> 6,083
<BONDS> 0
0
0
<COMMON> 80
<OTHER-SE> 12,106
<TOTAL-LIABILITY-AND-EQUITY> 18,269
<SALES> 4,676
<TOTAL-REVENUES> 5,063
<CGS> 1,546
<TOTAL-COSTS> 1,796
<OTHER-EXPENSES> 5,421
<LOSS-PROVISION> 23
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,702)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,702)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,702)
<EPS-PRIMARY> (0.22)
<EPS-DILUTED> (0.22)
</TABLE>
