-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Q4Fv4qeeACP2WxonoIRkVeivGUmqRC+NaAym9RWMwAjTSNQB1dEtJTkV0LgJWtA7 6BcSb2hh6mBjxB9JiN6HmA== 0001144204-04-018480.txt : 20041112 0001144204-04-018480.hdr.sgml : 20041111 20041112142833 ACCESSION NUMBER: 0001144204-04-018480 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041111 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041112 DATE AS OF CHANGE: 20041112 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SAFLINK CORP CENTRAL INDEX KEY: 0000847555 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 954346070 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20270 FILM NUMBER: 041138316 BUSINESS ADDRESS: STREET 1: 777 108TH AVE NE STREET 2: SUITE 2100 CITY: BELLEVUE STATE: WA ZIP: 98004 BUSINESS PHONE: 4252781100 MAIL ADDRESS: STREET 1: 777 108TH AVE NE STREET 2: SUITE 2100 CITY: BELLEVUE STATE: WA ZIP: 98004 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL REGISTRY INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: TOPSEARCH INC DATE OF NAME CHANGE: 19920401 8-K 1 v08443.htm Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_______________ 

FORM 8-K 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

November 11, 2004
Date of report (date of earliest event reported)


SAFLINK CORPORATION
(Exact name of registrant as specified in its charter)

 
 
 
 
 
Delaware
 
0-20270
 
95-4346070
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)

777 108th Avenue NE, Suite 2100
Bellevue, Washington 98004
(Address of principal executive offices)(Zip code)
 
(425) 278-1100
(Registrant’s telephone number, including area code)
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

 
     

 

Item 2.02 Results of Operations and Financial Condition.

On November 11, 2004, SAFLINK Corporation issued a press release announcing its financial results for the fiscal quarter ended September 30, 2004.  The press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.
 
Use of Non-GAAP Financial Information
 
To supplement the information that is presented in accordance with U.S. generally accepted accounting principles (GAAP), in our historical information for the period presented in the press release and conference call, we provide certain non-GAAP financial measures that exclude from the directly comparable GAAP measures certain non-cash charges including amortization of intangibles and stock-based compensation expense.  We believe that these non-GAAP measures enhance an investor’s overall understanding of our financial performance by reconciling more closely the actual cash expenses of the Company in its operations as well as excluding expenses that in management’s view are unrelated to our core operations, the inclusion of which may make it more difficult for investors to compare our results from period to period.  Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as reported by the Company may not be comparable to similarly titled items reported by other companies.

Item 9.01 Financial Statements and Exhibits.
 
(c)    Exhibits.
 
Exhibit No.
Description
   
99.1
Press release of SAFLINK Corporation dated November 11, 2004


 
     

 
 
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 hereunto duly authorized.
     
  SAFLINK Corporation
 
 
 
 
 
 
Date: November 11, 2004 By:   /s/ Jon C. Engman             
  Name: Jon C. Engman             
  Title: Chief Financial Officer
     

 
     

 

EX-99 2 ex99.htm Unassociated Document



FOR IMMEDIATE RELEASE


SAFLINK® CORP. REPORTS THIRD QUARTER 2004 FINANCIAL RESULTS

Revenue for the Quarter Up 163% Sequentially and 216% Year-Over-Year


BELLEVUE, WA - (November 11, 2004) - SAFLINK® Corporation (NASDAQ: SFLK), a leading developer, marketer, and integrator of biometric security solutions and smart cards, today reported its financial results for its third quarter ended September 30, 2004.

On August 6, 2004, SAFLINK completed its acquisition of SSP-Litronic, which formally changed its name to Litronic, Inc., a wholly-owned subsidiary of SAFLINK. The following financial results for the third quarter include approximately two months of Litronic operations from the date of acquisition to September 30, 2004. Additionally, Litronic assets and liabilities are included in the SAFLINK consolidated balance sheet as of September 30, 2004.

Revenue for the third quarter of 2004 was $2.4 million, compared to $918,000 for the second quarter of 2004 and $763,000 for the third quarter of 2003. The Company reported a net loss attributable to common stockholders of $7.2 million, or $0.12 per share, in the third quarter of 2004, which included a $2.2 million non-cash charge related to the modification of warrants in connection with our special warrant offer in July of this year. This is compared to a net loss attributable to common stockholders of $2.4 million, or $0.07 per share, in the second quarter of 2004, and a net loss attributable to common stockholders of $2.5 million, or $0.09 per share, in the third quarter of 2003.

Non-GAAP operating loss for the third quarter of 2004 was $4.1 million, which excludes certain non-cash charges such as the amortization of intangibles and stock-based compensation expense. This compared to a non-GAAP operating loss of $2.4 million for the third quarter of 2003. SAFLINK believes that supplementary disclosure regarding non-GAAP operating results assists in comparing current operating results with those of past periods. A reconciliation of non-GAAP operating loss and non-GAAP net loss attributable to common stockholders to reported GAAP operating loss and net loss attributable to common stockholders is provided below.

“The third quarter was marked by two important strategic events for SAFLINK,” said Glenn Argenbright, SAFLINK President and CEO. “First, we closed on our important merger with SSP-Litronic, which we believe was a major move to round out our Identity Assurance Management product suite and to solidify our position and breadth of offerings on several major government programs. Second, we secured a position on a Homeland Security project to supply security software and hardware at selected ports and airports across the country - which, over the next couple quarters, could impact as many as 150,000 users.” Argenbright added, “We believe our involvement in such programs is primarily a result of our continued leadership in technology standards circles, as well as the strategic acquisitions we have made over the past year that have enhanced or broadened our core technology offerings.”




 
     

 

The Company will hold a conference call to discuss financial results today at 5:00 PM EST. The Company may provide forward-looking information on this call. To listen to the conference, please call 1-800-322-0079 (international callers dial 973-935-2100). A recording of the call will be available on the Investors page of the Company’s web site for ten business days after the call.

About SAFLINK
SAFLINK Corporation offers biometric security and smart card solutions that protect intellectual property, secure information assets, and eliminate passwords. SAFLINK’s software provides Identity Assurance Management, allowing administrators to verify identity and control access to computer networks, physical facilities, applications, and time and attendance systems.
 
Litronic, a wholly-owned subsidiary of SAFLINK and global provider of secure identity management and information assurance products for the government and commercial markets, offers protection for popular applications such as e-mail, instant messaging, web transactions, and individual files. For more information, please visit http://www.saflink.com or call 800-762-9595.

NOTE: “SAFLINK,” “SAFsolution,” and “The Power of Biometric Authentication” are registered trademarks of SAFLINK Corporation. “Protecting your enterprise through secure authentication” is a trademark of SAFLINK Corporation.
 
This release contains information about management’s view of the company’s future expectations, plans and prospects that constitute forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Actual results may differ materially from historical results or those indicated by these forward-looking statements as a result of a variety of factors including, but not limited to, risks and uncertainties associated with government programs and contracts, which are often non-standard and may be subject to cancellation without penalty and may produce volatility in earnings and revenue, the company’s financial condition, its ability to complete new sales contracts entered into this quarter, its ability to convert any backlog or potential sales opportunities into definitive agreements and revenue-producing relationships, the possibility that the merger with SSP-Litronic could disrupt the company’s business because of problems combining certain aspects of the companies and diversion of management’s attention from it core business, the failure of the combined company to retain key employees, the failure of the combined company to manage the cost of integrating the businesses and assets of SSP-Litronic, the combined company’s ability to sufficiently anticipate market needs and develop products and product enhancements that achieve market acceptance, SAFLINK’s ability to sell its products, its ability to compete with competitors and the growth of the biometrics market as well as other factors that are discussed in the company’s Annual Report on Form 10-K, as well as other documents periodically filed with the Securities and Exchange Commission.
 
SAFLINK COMPANY CONTACT:    
SAFLINK Corporation
Thomas Doggett, Director of Marketing
(800) 762-9595
tdoggett@saflink.com

INVESTOR RELATIONS CONTACT
Todd Kehrli
(626) 395-9500
 todd@mkr-group.com


- Continued on Next Page-



 
     

 



SAFLINK CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share data)


   
Three months ended September 30,
 
Nine months ended September 30,
 
   
2004
 
2003
 
2004
 
2003
 
Revenue:
                         
Product
 
$
1,924
 
$
331
 
$
2,872
 
$
688
 
Service
   
487
   
432
   
1,259
   
839
 
Total revenue
   
2,411
   
763
   
4,131
   
1,527
 
                           
Cost of revenue:
                         
Product
   
851
   
125
   
1,453
   
216
 
Service
   
311
   
175
   
764
   
338
 
Amortization of intangibles
   
463
   
-
   
557
   
-
 
Total cost of revenue
   
1,625
   
300
   
2,774
   
554
 
                           
Gross profit
   
786
   
463
   
1,357
   
973
 
                           
Operating expenses:
                         
Product development
   
1,657
   
687
   
3,353
   
1,873
 
Sales and marketing
   
2,130
   
1,288
   
4,996
   
3,639
 
General and administrative
   
1,606
   
879
   
3,785
   
2,705
 
Amortization of intangibles
   
30
   
-
   
58
   
-
 
Stock-based compensation
   
380
   
106
   
399
   
661
 
Total operating expenses
   
5,803
   
2,960
   
12,591
   
8,878
 
                           
Operating loss
   
(5,017
)
 
(2,497
)
 
(11,234
)
 
(7,905
)
                           
Interest expense
   
(22
)
 
(6
)
 
(23
)
 
(11
)
Other income, net
   
73
   
20
   
107
   
51
 
Change in fair value of outstanding warrants
   
(29
)
 
-
   
1,808
   
-
 
                           
Loss before income taxes
   
(4,995
)
 
(2,483
)
 
(9,342
)
 
(7,865
)
                           
Income tax provision
   
12
   
-
   
38
   
-
 
                           
Net loss
   
(5,007
)
 
(2,483
)
 
(9,380
)
 
(7,865
)
                           
Modification of outstanding equity instruments
   
(2,167
)
 
-
   
(2,167
)
 
-
 
                           
Net loss attributable to common stockholders
 
$
(7,174
)
$
(2,483
)
$
(11,547
)
$
(7,865
)
                           
Basic and diluted loss per common share
 
$
(0.12
)
$
(0.09
)
$
(0.28
)
$
(0.31
)
Weighted average number of common shares outstanding
   
60,202
   
26,936
   
40,574
   
24,980
 





 
     

 

SAFLINK CORPORATION
Supplemental Non-GAAP Information
(Unaudited)
(In thousands, except per share data)


   
Three months ended September 30,
 
Nine months ended September 30,
 
   
2004
 
2003
 
2004
 
2003
 
Operating loss
 
$
(5,017
)
$
(2,497
)
$
(11,234
)
$
(7,905
)
Adjustments to reconcile operating loss in the
                         
financial statements to non-GAAP operating loss:
                         
Amortization of intangibles - cost of sales
   
463
   
-
   
557
   
-
 
Amortization of intangibles - general and administrative
   
30
   
-
   
58
   
-
 
Stock-based compensation
   
380
   
106
   
399
   
661
 
                           
Non-GAAP operating loss
 
$
(4,144
)
$
(2,391
)
$
(10,220
)
$
(7,244
)
                           
                           
Net loss attributable to common stockholders
 
$
(7,174
)
$
(2,483
)
$
(11,547
)
$
(7,865
)
Adjustments to reconcile net loss attributable to
                         
common shareholders in the financial statements
                         
to non-GAAP net loss attributable to common
                         
stockholders:
                         
Amortization of intangibles - cost of sales
   
463
   
-
   
557
   
-
 
Amortization of intangibles - general and administrative
   
30
   
-
   
58
   
-
 
Stock-based compensation
   
380
   
106
   
399
   
661
 
Change in fair value of outstanding warrants
   
29
   
-
   
(1,808
)
 
-
 
Modification of outstanding equity instruments
   
2,167
   
-
   
2,167
   
-
 
Deferred income tax associated with acquisition
   
12
   
-
   
38
   
-
 
Non-GAAP net loss attributable to common stockholders    
 
$
(4,093
)
$
(2,377
)
$
(10,136
)
$
(7,204
)
                           
Non-GAAP net loss attributable to common stockholders
 
$
(0.07
)
$
(0.09
)
$
(0.25
)
$
(0.29
)
Weighted average number of common shares outstanding
   
60,202
   
26,936
   
40,574
   
24,980
 

Statement Regarding Non-GAAP Disclosures:

To supplement the information that is presented in accordance with U.S. generally accepted accounting principles (GAAP), in our historical information for the period presented in the press release and conference call, we provide certain non-GAAP financial measures that exclude from the directly comparable GAAP measures certain non-cash charges including amortization of intangibles and stock-based compensation expense.  We believe that these non-GAAP measures enhance an investor’s overall understanding of our financial performance by reconciling more closely the actual cash expenses of the Company in its operations as well as excluding expenses that in management’s view are unrelated to our core operations, the inclusion of which may make it more difficult for investors to compare our results from period to period.  Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as reported by the Company may not be comparable to similarly titled items reported by other companies.

 
     

 

SAFLINK CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands)

ASSETS
 
September 30,
2004
 
December 31,
2003
 
Current assets:
             
Cash and cash equivalents
 
$
26,559
 
$
7,099
 
Accounts receivable, net
   
1,955
   
610
 
Inventory
   
599
   
295
 
Other current assets
   
1,436
   
454
 
Total current assets
   
30,549
   
8,458
 
 
             
Furniture and equipment, net
   
1,079
   
622
 
Intangible assets, net
   
24,895
   
1,610
 
Goodwill
   
95,066
   
2,158
 
Total assets
 
$
151,589
 
$
12,848
 
 
             
LIABILITIES AND STOCKHOLDERS’ EQUITY
             
               
Current liabilities:
             
Accounts payable
 
$
2,106
 
$
547
 
Accrued expenses
   
2,347
   
1,087
 
Deferred revenue
   
371
   
113
 
Total current liabilities
   
4,824
   
1,747
 
 
             
Long-term liability - warrants
   
937
   
-
 
Deferred tax liability
   
39
   
-
 
Long-term debt - convertible notes
   
1,360
   
-
 
 
             
Stockholders’ equity:
             
Preferred stock
   
-
   
-
 
Common stock
   
790
   
281
 
Deferred stock-based compensation
   
(2,302
)
 
-
 
Additional paid-in capital
   
253,473
   
106,805
 
Accumulated deficit
   
(107,532
)
 
(95,985
)
Total stockholders’ equity
   
144,429
   
11,101
 
Total liabilities and stockholders’ equity
 
$
151,589
 
$
12,848
 



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