e10vq
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10 Q
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þ |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2007
OR
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o |
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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: 0-29440
SCM MICROSYSTEMS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE
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77-0444317 |
(STATE OR OTHER JURISDICTION OF
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(I.R.S. EMPLOYER |
INCORPORATION OR ORGANIZATION)
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IDENTIFICATION NUMBER) |
Oskar-Messter-Str. 13, 85737 Ismaning, Germany
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES INCLUDING ZIP CODE)
+ 49 89 95 95 5000
(REGISTRANTS TELEPHONE NUMBER, INCLUDING AREA CODE)
(FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF CHANGED SINCE LAST
REPORT)
Indicate by check mark whether the registrant (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 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or
a non-accelerated filer. See definition of accelerated filer and large accelerated filer in
Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o Accelerated filer o Non-accelerated filer þ
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).
Yes o No þ
At October 31, 2007, 15,735,615 shares of common stock were outstanding.
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements
SCM MICROSYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(unaudited)
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Three Months Ended |
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Nine Months Ended |
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September 30, |
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September 30, |
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2007 |
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2006 |
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2007 |
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2006 |
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Net revenue |
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$ |
7,617 |
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$ |
7,396 |
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$ |
20,721 |
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$ |
24,185 |
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Cost of revenue |
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4,170 |
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5,271 |
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12,201 |
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16,251 |
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Gross profit |
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3,447 |
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2,125 |
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8,520 |
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7,934 |
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Operating expenses: |
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Research and development |
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815 |
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1,085 |
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2,327 |
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3,115 |
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Selling and marketing |
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1,625 |
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2,292 |
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4,802 |
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6,053 |
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General and administrative |
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1,374 |
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2,208 |
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5,653 |
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6,340 |
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Amortization of intangible assets |
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170 |
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272 |
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495 |
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Restructuring and other charges |
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(4 |
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400 |
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(4 |
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1,066 |
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Total operating expenses |
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3,810 |
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6,155 |
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13,050 |
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17,069 |
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Loss from operations |
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(363 |
) |
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(4,030 |
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(4,530 |
) |
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(9,135 |
) |
Interest and other income/expenses, net |
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279 |
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367 |
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999 |
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809 |
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Loss from continuing operations before income taxes |
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(84 |
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(3,663 |
) |
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(3,531 |
) |
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(8,326 |
) |
Provision for income taxes |
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(32 |
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(17 |
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(124 |
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(46 |
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Loss from continuing operations |
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(116 |
) |
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(3,680 |
) |
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(3,655 |
) |
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(8,372 |
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Income (loss) from discontinued operations, net of income taxes |
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(83 |
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(213 |
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(202 |
) |
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2,793 |
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Gain on sale of discontinued operations, net of income taxes |
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16 |
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24 |
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1,569 |
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5,287 |
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Net loss |
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$ |
(183 |
) |
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$ |
(3,869 |
) |
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$ |
(2,288 |
) |
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$ |
(292 |
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Loss per share from continuing operations: |
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Basic and diluted |
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$ |
(0.01 |
) |
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$ |
(0.24 |
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$ |
(0.23 |
) |
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$ |
(0.54 |
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Gain (loss) per share from discontinued operations: |
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Basic and diluted |
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$ |
(0.00 |
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$ |
(0.01 |
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$ |
0.08 |
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$ |
0.52 |
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Net loss per share: |
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Basic and diluted |
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$ |
(0.01 |
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$ |
(0.25 |
) |
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$ |
(0.15 |
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$ |
(0.02 |
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Shares used to compute basic and diluted loss per share |
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15,736 |
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15,648 |
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15,722 |
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15,623 |
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Comprehensive gain (loss): |
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Net loss |
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$ |
(183 |
) |
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$ |
(3,869 |
) |
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$ |
(2,288 |
) |
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$ |
(292 |
) |
Unrealized gain (loss) on investments |
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1 |
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32 |
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11 |
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61 |
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Foreign currency translation adjustment |
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450 |
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75 |
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984 |
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272 |
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Total comprehensive gain (loss) |
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$ |
268 |
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$ |
(3,762 |
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$ |
(1,293 |
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$ |
41 |
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See notes to condensed consolidated financial statements.
3
SCM MICROSYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except par value)
(unaudited)
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September 30, |
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December 31, |
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2007 |
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2006 |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
24,143 |
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$ |
32,103 |
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Short-term investments |
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8,948 |
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4,799 |
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Accounts receivable, net of allowances of $422 and $867 as of
September 30, 2007 and December 31, 2006 |
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6,156 |
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6,583 |
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Inventories |
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2,870 |
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1,927 |
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Other current assets |
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1,049 |
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2,489 |
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Total current assets |
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43,166 |
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47,901 |
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Property and equipment, net |
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1,566 |
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1,457 |
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Intangible assets, net |
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272 |
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Other assets |
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1,888 |
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1,725 |
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Total assets |
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$ |
46,620 |
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$ |
51,355 |
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LIABILITIES AND STOCKHOLDERS EQUITY |
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Current liabilities: |
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Accounts payable |
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$ |
1,995 |
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$ |
4,572 |
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Accrued compensation and related benefits |
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1,164 |
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1,729 |
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Accrued restructuring and other charges |
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3,040 |
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3,431 |
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Accrued professional fees |
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1,065 |
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1,063 |
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Accrued royalties |
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392 |
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971 |
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Other accrued expenses |
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2,106 |
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2,289 |
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Income taxes payable |
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247 |
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1,879 |
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Total current liabilities |
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10,009 |
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15,934 |
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Long-term income taxes payable |
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195 |
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Deferred tax liability |
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101 |
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103 |
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Commitments and contingencies (see Notes 10 and 11) |
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Total liabilities |
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10,305 |
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16,037 |
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Stockholders equity: |
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Common stock, $0.001 par value: 40,000 shares authorized; 16,354 and
16,316 shares issued and 15,736 and 15,698 shares outstanding as of
September 30, 2007 and December 31, 2006, respectively |
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16 |
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16 |
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Additional paid-in capital |
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229,323 |
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228,580 |
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Treasury stock |
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(2,777 |
) |
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(2,777 |
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Accumulated deficit |
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(192,456 |
) |
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(191,714 |
) |
Other cumulative comprehensive gain |
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2,209 |
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1,213 |
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Total stockholders equity |
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36,315 |
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35,318 |
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Total liabilities and stockholders equity |
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$ |
46,620 |
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$ |
51,355 |
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See notes to condensed consolidated financial statements.
4
SCM MICROSYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(unaudited)
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Nine Months |
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Ended September 30, |
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2007 |
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2006 |
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Cash flows from operating activities: |
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Net loss |
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$ |
(2,288 |
) |
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$ |
(292 |
) |
Adjustments to reconcile net loss to net cash provided by (used in)
operating activities: |
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Gain from discontinued operations |
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(1,367 |
) |
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(8,080 |
) |
Depreciation and amortization |
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500 |
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|
795 |
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Loss (gain) on disposal of fixed assets |
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(6 |
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46 |
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Stock compensation expense |
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639 |
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485 |
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Deferred income taxes |
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(2 |
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(1 |
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Changes in operating assets and liabilities: |
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Accounts receivable |
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542 |
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(216 |
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Inventories |
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(893 |
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64 |
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Other assets |
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1,246 |
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(910 |
) |
Accounts payable |
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(2,143 |
) |
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|
361 |
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Accrued expenses |
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(1,619 |
) |
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(330 |
) |
Income taxes payable |
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|
98 |
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218 |
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Net cash used in operating activities from continuing operations |
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(5,293 |
) |
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|
(7,860 |
) |
Net cash provided by operating activities from discontinued operations |
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|
697 |
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9,856 |
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Net cash provided by (used in) operating activities |
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(4,596 |
) |
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1,996 |
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Cash flows from investing activities: |
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Capital expenditures |
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(178 |
) |
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(65 |
) |
Proceeds from disposal of fixed assets |
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|
11 |
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Maturities of short-term investments |
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12,656 |
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|
14,392 |
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Purchase of restricted short-term investments |
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(2,000 |
) |
Purchases of short-term investments |
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(16,793 |
) |
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(2,878 |
) |
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Net cash provided by (used in) investing activities from continuing operations |
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|
(4,315 |
) |
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|
9,460 |
|
Net cash provided by investing activities from discontinued operations |
|
|
|
|
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|
3,484 |
|
|
|
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Net cash provided by (used in) investing activities |
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|
(4,315 |
) |
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|
12,944 |
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Cash flows from financing activities: |
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Proceeds from issuance of equity securities, net |
|
|
104 |
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|
174 |
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Net cash provided by financing activities |
|
|
104 |
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|
174 |
|
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Effect of exchange rates on cash and cash equivalents |
|
|
847 |
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|
187 |
|
|
|
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Net increase (decrease) in cash and cash equivalents |
|
|
(7,960 |
) |
|
|
15,301 |
|
Cash and cash equivalents at beginning of period |
|
|
32,103 |
|
|
|
13,660 |
|
|
|
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Cash and cash equivalents at end of period |
|
$ |
24,143 |
|
|
$ |
28,961 |
|
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Supplemental disclosures of cash flow information: |
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Income tax refunds received |
|
$ |
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|
|
$ |
|
|
|
|
|
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|
|
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Income taxes paid |
|
$ |
108 |
|
|
$ |
106 |
|
|
|
|
|
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|
See notes to condensed consolidated financial statements.
5
SCM MICROSYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2007
1. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of America for
interim financial information and with the instructions to Form 10-Q and Article 10 of Regulations
S-X. Accordingly, they do not include all of the information and footnotes required by accounting
principles generally accepted in the United States of America for complete financial statements. In
the opinion of management, all adjustments (consisting of normal recurring adjustments) considered
necessary for a fair presentation have been included. Operating results for the three and nine
months ended September 30, 2007 are not necessarily indicative of the results that may be expected
for the year ending December 31, 2007. For further information, refer to the financial statements
and footnotes thereto included in SCM Microsystems Inc.s (SCM or the Company) Annual Report on
Form 10-K for the year ended December 31, 2006.
During the review of the preparation of the cash flows from discontinued operations for the
nine months ended September 30, 2007, the Company determined that an adjustment was needed to the
condensed consolidated statements of cash flows for the nine months ended September 30, 2006.
Consequently, in the section Cash flows from operating activities, the amounts in lines Accrued
expenses and Net cash used in operating activities from continuing operations were reduced by
$3.2 million compared to the condensed consolidated statements of cash flows submitted with Form
10-Q for the quarterly period ended September 30, 2006. Simultaneously, the amount in line Net
cash provided (used) in operating activities from discontinued operations was increased by $3.2
million compared to the condensed consolidated statements of cash flows submitted with Form 10-Q
for the quarterly period ended September 30, 2006. The adjustment did not have any impact to the
cash flows from operating activities in total and was not considered to be material.
Discontinued Operations
On May 22, 2006, the Company completed the sale of substantially all the assets and some of
the liabilities associated with its Digital Television solutions (DTV solutions) business to
Kudelski S.A. (Kudelski) for a total consideration of $10.6 million in cash, of which $9 million
was paid at the time of sale and $1.6 million was paid in May 2007.
In accordance with Statement of Financial Accounting Standards (SFAS) No. 144, Accounting
for the Impairment or Disposal of Long Lived Assets, for the three and nine months ended September
30, 2007 and 2006, this business has been presented as discontinued operations in the condensed
consolidated statements of operations and cash flows and all prior periods have been reclassified
to conform to this presentation. See Note 3 for further discussion of this transaction.
Accounting Changes
During the first quarter of fiscal 2007, the Company adopted the provisions of, and accounted
for uncertain tax positions in accordance with the Financial Accounting Standards Boards (FASB)
Interpretation No. 48, Accounting For Uncertain Tax Positions (FIN 48). FIN 48 clarifies the
accounting for uncertainty in income taxes recognized in an enterprises financial statements in
accordance with FASB Statement No. 109, Accounting for Income Taxes. It prescribes a recognition
threshold and measurement attribute for the financial statement recognition and measurement of a
tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on
derecognition, classification, interest and penalties, accounting in interim periods, disclosure,
and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. Differences
between the amounts recognized in the statements of financial position prior to the adoption of FIN
48 and the amounts reported after adoption are to be accounted for as an adjustment to the
beginning balance of retained earnings.
As a result of the implementation, the Company recognized a $1.5 million decrease to income
taxes payable for uncertain tax positions. This decrease was accounted for as an adjustment to the
beginning balance of accumulated deficit on the balance sheet. Including this decrease, at the
beginning of 2007, the Company had $0.1 million of unrecognized tax benefits included in income
taxes payable on the consolidated balance sheet. At September 30, 2007, the Company had $0.2
million of unrecognized tax benefits disclosed in income taxes payable on the consolidated balance
sheet. As a result of adoption of FIN 48, unrecognized tax benefits were reclassified to long-term
income taxes payable, where applicable.
6
In addition, $1.6 million of unrecognized tax benefits existed as of January 1, 2007, which do
not have any impact on the consolidated balance sheet or income statement, as these only impact the
amounts of losses carried forward by the various entities of the Company because any deferred tax
assets on these losses carried forward have been fully reserved for. The amount of these
unrecognized tax benefits reduced to $1.5 million in the third quarter of 2007 primarily due to a
reduction in the enacted tax rate in one country where the Company has unrecognized tax benefits.
The Company recognizes interest and penalties related to uncertain tax positions in income tax
expense. As of September 30, 2007, approximately $47,000 of accrued interest and penalties related
to uncertain tax positions.
The Company files U.S. federal, U.S. state and foreign tax returns. The Company is generally
no longer subject to tax examinations for years prior to 1999. When loss carry forwards of tax
years prior to 1999 would be utilized in the U.S., these tax years also might become subject to
investigation by the tax authorities.
While timing of the resolution and/or finalization of audits is very uncertain, the Company
does not believe that its unrecognized tax benefits would materially change in the next 12 months.
Recent Accounting Pronouncements
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (SFAS 157). SFAS
157 defines fair value, establishes a framework for measuring fair value in accordance with
generally accepted accounting principles, and expands disclosures about fair value measurements.
The provisions of SFAS 157 are effective for the fiscal year beginning January 1, 2008. The Company
is currently evaluating the impact of the provisions of SFAS 157 on its financial position, results
of operations and cash flows and does not believe the impact of the adoption will be material.
2. Stock Based Compensation
The Company has a stock-based compensation program that provides its Board of Directors
discretion in creating employee equity incentives. This program includes incentive and
non-statutory stock options under various plans, the majority of which are stockholder approved.
Stock options are generally time-based and expire ten years from the grant date. Vesting varies,
with some options vesting 25% each year over four years; some vesting 1/12th per month
over one year; some vesting 100% after one year; and some vesting 1/12th per month
commencing four years from date of grant. Additionally, the Company previously had an Employee
Stock Purchase Plan (ESPP) that allowed employees to purchase shares of common stock at 85% of
the fair market value at the lower of either the date of enrollment or the date of purchase. Shares
issued as a result of stock option exercises and the ESPP are newly issued shares. The Companys
ESPP, director option plan and 1997 stock option plan all expired in March 2007. As of September
30, 2007, the Company had approximately 1.8 million options outstanding and 1.8 million shares of
common stock reserved for future issuance upon exercise of those options under all its stock option
plans, including those that have expired.
On January 1, 2006, the Company adopted the provisions of SFAS No. 123(R), Share-Based
Payments (SFAS 123(R)), for its share-based compensation plans. Under SFAS 123(R), the Company
is required to recognize stock-based compensation costs based on the estimated fair value at the
grant date for its share-based awards. In accordance to this standard, the Company recognizes the
compensation cost of all share-based awards on a straight-line basis over the requisite service
period, which is the vesting period of the award.
The Company elected to use the modified prospective transition method as permitted by SFAS
123(R) and therefore has not restated its financial results for prior periods. Under this
transition method, in the three and nine months ended September 30, 2007, the compensation cost
recognized includes the cost for all stock-based compensation awards granted prior to, but not yet
vested as of January 1, 2006, based on the grant-date fair value estimated in accordance with the
original provisions of SFAS 123. Compensation cost for all share-based compensation awards granted
on or subsequent to January 1, 2006 was based on the grant-date fair value estimated in accordance
with the provisions of SFAS 123(R). In conjunction with the adoption of SFAS 123(R), the Company
changed its method of attributing the value of stock-based compensation expense from the
accelerated multiple-option approach to the straight-line single option method. Compensation
expense for all share-based payment awards granted prior to January 1, 2006 will continue to be
recognized using the accelerated multiple-option approach, while compensation expense for all
share-based payment awards granted on or subsequent to January 1, 2006 has been and will continue
to be recognized using the straight-line single-option approach.
7
Compensation expense recognized in the unaudited condensed consolidated statement of
operations for the three and nine months ended September 30, 2007, is based on awards ultimately
expected to vest and reflects estimated forfeitures. SFAS 123(R) requires forfeitures to be
estimated at the time of grant and revised, if necessary, in subsequent periods if actual
forfeitures differ from those estimates. Prior to adoption of SFAS 123(R), the Company accounted
for forfeitures as they occurred.
In calculating the compensation cost, the Company estimates the fair value of each option
grant on the date of grant using the Black-Scholes-Merton options pricing model. The
Black-Scholes-Merton option pricing model was developed for use in estimating the fair value of
traded options that have no vesting restrictions and are fully transferable. In addition, the
Black-Scholes-Merton model requires the input of highly subjective assumptions including the
expected stock price volatility.
As a result of adopting SFAS 123(R), for the three and nine months ended September 30, 2007,
the Companys loss from continuing operations before income tax provision and net loss from
continuing operations was $0.2 million and $0.6 million higher, respectively, than if it had
continued to account for share-based compensation under Accounting Principles Board Opinion No 25,
Accounting for Stock Issued to Employees (APB 25). For the three and nine months ended September
30, 2006, the Companys loss from continuing operations before income tax provision and net loss
from continuing operations was $0.1 million and $0.5 million higher, respectively, than under APB
25. Basic and diluted net loss per share for the three and nine months ended September 30, 2007
would have been $0.01 and $0.04 lower, respectively, and basic and diluted net loss per share from
continuing operations for the three and nine months ended September 30, 2006 would have been $0.01
and $0.03 lower, respectively, if the Company had not adopted SFAS 123(R). There was no effect on
the condensed consolidated statements of cash flows for the nine months ended September 30, 2007
from adopting SFAS 123(R).
On November 10, 2005, the FASB issued FASB Staff Position No. 123(R)-3, Transition Election
Related to Accounting for Tax Effects of Share-Based Payment Awards (FAS 123(R)-3). The Company
has elected to adopt the alternative transition method provided in FAS 123(R)-3 for calculating the
tax effects of stock-based compensation pursuant to SFAS 123(R). The alternative transition method
includes simplified methods to establish the beginning balance of the additional paid-in capital
pool (APIC pool) related to the tax effects of employee stock-based compensation, and to
determine the subsequent impact on the APIC pool and consolidated statements of cash flows of the
tax effects of employee stock-based compensation awards that are outstanding upon adoption of SFAS
123(R).
The following table illustrates the stock-based compensation expense resulting from stock
options and ESPP included in the unaudited condensed consolidated statement of operations for the
three and nine months ended September 30, 2007 and 2006 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Nine Months Ended |
|
|
September 30, |
|
September 30, |
|
|
2007 |
|
2006 |
|
2007 |
|
2006 |
Cost of revenue |
|
$ |
18 |
|
|
$ |
10 |
|
|
$ |
51 |
|
|
$ |
24 |
|
Research and development |
|
|
21 |
|
|
|
29 |
|
|
|
65 |
|
|
|
92 |
|
Selling and marketing |
|
|
77 |
|
|
|
38 |
|
|
|
177 |
|
|
|
119 |
|
General and administrative |
|
|
117 |
|
|
|
66 |
|
|
|
346 |
|
|
|
250 |
|
|
|
|
|
|
Stock-based compensation expense before income taxes |
|
$ |
233 |
|
|
$ |
143 |
|
|
$ |
639 |
|
|
$ |
485 |
|
Income tax benefit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation expense after income taxes |
|
$ |
233 |
|
|
$ |
143 |
|
|
$ |
639 |
|
|
$ |
485 |
|
|
|
|
|
|
Stock Option Plans
The Companys director option plan and 1997 stock option plan expired in March 2007, and
options can no longer be granted under these plans. A total of 88,301 shares of common stock are
reserved for future option grants under the remaining 2000 stock plan as of September 30, 2007. In
addition, in November 2007, stockholders approved the 2007 Stock Option Plan, which authorizes an
additional 1.5 million stock option grants. 1.5 million shares of common stock are reserved for
future option grants under the 2007 Stock Option Plan..
8
Summary of activity under all the Companys stock option plans, including those plans that
expired in March 2007, for the nine months ended September 30, 2007 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
Average |
|
|
|
Options |
|
|
Number of |
|
|
Average |
|
|
|
|
|
|
Remaining |
|
|
|
Available |
|
|
Options |
|
|
Exercise Price |
|
|
Aggregate |
|
|
Contractual Life |
|
|
|
for Grant |
|
|
Outstanding |
|
|
per share |
|
|
Intrinsic Value |
|
|
(in years) |
|
Balance at December 31, 2006 |
|
|
4,084,775 |
|
|
|
1,783,255 |
|
|
$ |
12.58 |
|
|
$ |
81,808 |
|
|
|
5.79 |
|
Options granted |
|
|
(405,701 |
) |
|
|
405,701 |
|
|
$ |
4.02 |
|
|
|
|
|
|
|
|
|
Options cancelled or expired |
|
|
(3,590,773 |
) |
|
|
(371,740 |
) |
|
$ |
8.84 |
|
|
|
|
|
|
|
|
|
Options exercised |
|
|
|
|
|
|
(10,788 |
) |
|
$ |
3.07 |
|
|
$ |
8,331 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2007 |
|
|
88,301 |
|
|
|
1,806,428 |
|
|
$ |
11.48 |
|
|
$ |
32,797 |
|
|
|
5.83 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vested or expected to vest
at September 30, 2007 |
|
|
|
|
|
|
1,698,581 |
|
|
$ |
11.97 |
|
|
$ |
31,174 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exerciseable at September 30, 2007 |
|
|
|
|
|
|
1,254,980 |
|
|
$ |
14.92 |
|
|
$ |
22,346 |
|
|
|
4.58 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The weighted-average grant date fair value per option for options granted during the three and
nine months ended September 30, 2007 was $1.38 and $1.90, respectively. The weighted-average grant
date fair value per option for options granted during the three and nine months ended September 30,
2006 was $1.69 and $1.72, respectively. The total intrinsic value of options exercised during the
three and nine months ended September 30, 2007 was zero and $8,331, respectively. The total
intrinsic value of options exercised during the three and nine months ended September 30, 2006 was
$7,100 and $7,300, respectively. Cash proceeds from the exercise of stock options were zero and
$33,135 for the three and nine months ended September 30, 2007, respectively. Cash proceeds from
the exercise of stock options were $58,000 and $58,700 for the three and nine months ended
September 30, 2006, respectively. No income tax benefit was realized from the stock option
exercises during the three and nine months ended September 30, 2007 and 2006. Stock-based
compensation expense related to stock options recognized under SFAS 123(R) for the three and nine
months ended September 30, 2007 was $0.2 million and $0.6 million, respectively. At September 30,
2007, there was $0.8 million of unrecognized stock-based compensation expense, net of estimated
forfeitures related to non-vested options, that is expected to be recognized over a
weighted-average period of 1.84 years.
The fair value of option grants was estimated by using the Black-Scholes-Merton model with the
following weighted-average assumptions for the three and nine months ended September 30, 2007 and
2006, respectively:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Nine Months Ended |
|
|
September 30, |
|
September 30, |
|
|
2007 |
|
2006 |
|
2007 |
|
2006 |
Expected volatility |
|
|
54 |
% |
|
|
64 |
% |
|
|
57 |
% |
|
|
69 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividend yield |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Risk-free interest rate |
|
|
4.13 |
% |
|
|
4.62 |
% |
|
|
4.53 |
% |
|
|
4.85 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expected term (in years) |
|
|
4.00 |
|
|
|
3.92 |
|
|
|
4.00 |
|
|
|
3.92 |
|
Expected Volatility: The Companys computation of expected volatility for the three and nine
months ended September 30, 2007 is based on the historical volatility of the Companys stock for a
time period equivalent to the expected life.
Dividend Yield: The dividend yield assumption is based on the Companys history and
expectation of dividend payouts.
Risk-Free Interest Rate: The risk-free interest rate is based on the U.S. Treasury yield
curve in effect at the time of grant for the expected term of the option.
Expected Term: The Companys expected term represents the period that the Companys
stock-based awards are expected to be outstanding and was determined for the three and nine months
ended September 30, 2007 based on historical experience of
similar awards, giving consideration to
the contractual terms of the stock-based awards, vesting schedules and expectations of future
employee behavior.
9
1997 Employee Stock Purchase Plan
Until its expiration in March 2007, the Companys ESPP permitted eligible employees to
purchase common stock through payroll deductions up to 10% of their base wages at a purchase price
of 85% of the lower of fair market value of the common stock at the beginning or end of each
offering period. The Company had a two-year rolling plan with four purchases every six months
within the offering period. If the fair market value per share was lower on the purchase date than
the beginning of the offering period, the current offering period terminated and a new two year
offering period would have commenced. The Companys ESPP restricted the maximum amount of shares
purchased by an individual to $25,000 worth of common stock each year. As of September, 2007,
no shares were available for future issuance under the Companys ESPP, due to the plans expiration
in March 2007.
The fair value of issuances under the Companys ESPP was estimated on the issuance date by
applying the principles of FASB Technical Bulletin 97-1, Accounting under Statement 123 for Certain
Employee Stock Purchase Plans with a Look Back Option, and using the Black-Scholes-Merton options
pricing model. Stock-based compensation expense related to the Companys ESPP recognized under
SFAS 123(R) for the three and nine months ended September 30, 2007 was zero and a benefit of
$40,000, respectively. The benefit in the first nine months of 2007 stemmed from the expiration of
the plan before the expected offering periods had terminated. At September 30, 2007, there was no
further unrecognized stock-based compensation expense related to outstanding ESPP shares as the
plan expired in March 2007.
3. Discontinued Operations
On May 22, 2006, the Company completed the sale of substantially all the assets and some of
the liabilities associated with its DTV solutions business to Kudelski for a total consideration of
$10.6 million in cash, of which $9 million was paid at the time of sale and $1.6 million was paid
in May 2007.
In accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long Lived
Assets, for the three and nine months ended September 30, 2007, the DTV solutions business has been
presented as discontinued operations in the consolidated statements of operations and cash flows
and all prior periods have been reclassified to conform to this presentation.
Based on the carrying value of the assets and the liabilities attributed to the DTV solutions
business on May 22, 2006, and the estimated costs and expenses incurred in connection with the
sale, the Company recorded a net pretax gain of approximately $5.5 million. An additional $1.5
million gain on sale of discontinued operations was realized in May 2007 primarily resulting from
the final payment by Kudelski as described above.
Based on a Transition Services and Side Agreement between the Company and Kudelski, revenues
relating to the discontinued operations of the DTV solutions business were generated for a limited
time after the sale of the DTV solutions business. Under this agreement, a service fee was earned
by the Company for its services related to ordering products from a supplier and selling these
products to Kudelski. The agreement was terminated at the end of the first quarter of 2007 and
related revenues ceased to be generated after this period.
10
The operating results for the discontinued operations of the DTV solutions business for the
three and nine months ended September 30, 2007 and for the same period of 2006 are as follows (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Nine Months Ended |
|
|
September 30, |
|
September 30, |
|
|
2007 |
|
2006 |
|
2007 |
|
2006 |
Net revenue |
|
$ |
|
|
|
$ |
1,877 |
|
|
$ |
496 |
|
|
$ |
12,288 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating gain (loss) |
|
$ |
45 |
|
|
$ |
(115 |
) |
|
$ |
33 |
|
|
$ |
(1,276 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) before income taxes |
|
$ |
45 |
|
|
$ |
(141 |
) |
|
$ |
56 |
|
|
$ |
2,919 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax benefit (provision) |
|
$ |
|
|
|
$ |
(8 |
) |
|
$ |
(16 |
) |
|
$ |
75 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from discontinued operations |
|
$ |
45 |
|
|
$ |
(149 |
) |
|
$ |
40 |
|
|
$ |
2,994 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During 2003, the Company completed two transactions to sell its retail Digital Media and Video
business. On July 25, 2003, the Company completed the sale of its digital video business to
Pinnacle Systems and on August 1, 2003, the Company completed the sale of its retail digital media
reader business to Zio Corporation. As a result of these sales, the Company has accounted for the
retail Digital Media and Video business as discontinued operations.
The operating results for the discontinued operations of the retail Digital Media and Video
business for the three and nine months ended September 30, 2007 and for the same period of 2006 are
as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Nine Months Ended |
|
|
September 30, |
|
September 30, |
|
|
2007 |
|
2006 |
|
2007 |
|
2006 |
Net revenue |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating loss |
|
$ |
(82 |
) |
|
$ |
(75 |
) |
|
$ |
(236 |
) |
|
$ |
(201 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss before income taxes |
|
$ |
(72 |
) |
|
$ |
(51 |
) |
|
$ |
(186 |
) |
|
$ |
(134 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax provision |
|
$ |
(56 |
) |
|
$ |
(13 |
) |
|
$ |
(56 |
) |
|
$ |
(67 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from discontinued operations |
|
$ |
(128 |
) |
|
$ |
(64 |
) |
|
$ |
(242 |
) |
|
$ |
(201 |
) |
11
4. Short-Term Investments
At September 30, 2007, approximately 80% of the short-term investment portfolio matures in
2007 and the remaining 20% matures in 2008. The fair value of short-term investments at September
30, 2007 and December 31, 2006 was as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2007 |
|
|
|
|
|
|
|
Unrealized |
|
|
Unrealized |
|
|
Estimated |
|
|
|
Amortized |
|
|
Gain on |
|
|
Loss on |
|
|
Fair |
|
|
|
Cost |
|
|
Investments |
|
|
Investments |
|
|
Value |
|
Corporate notes |
|
$ |
7,934 |
|
|
$ |
1 |
|
|
$ |
(3 |
) |
|
$ |
7,932 |
|
U.S. government agencies |
|
|
1,017 |
|
|
|
|
|
|
|
(1 |
) |
|
|
1,016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
8,951 |
|
|
$ |
1 |
|
|
$ |
(4 |
) |
|
$ |
8,948 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2006 |
|
|
|
|
|
|
|
Unrealized |
|
|
Unrealized |
|
|
Estimated |
|
|
|
Amortized |
|
|
Gain on |
|
|
Loss on |
|
|
Fair |
|
|
|
Cost |
|
|
Investments |
|
|
Investments |
|
|
Value |
|
Corporate notes |
|
$ |
1,021 |
|
|
$ |
|
|
|
$ |
(2 |
) |
|
$ |
1,019 |
|
U.S. government agencies |
|
|
3,792 |
|
|
|
|
|
|
|
(12 |
) |
|
|
3,780 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
4,813 |
|
|
$ |
|
|
|
$ |
(14 |
) |
|
$ |
4,799 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During each quarter, the Company evaluates its investments for possible asset impairment by
examining a number of factors, including the current economic conditions and markets for each
investment, as well as its cash position and anticipated cash needs for the short and long term. At
September 30, 2007, approximately $7.0 million of the short-term investment portfolio had an
unrealized loss and approximately $1.0 million of those investments have been in an unrealized loss
position for more than one year. Of the $4,000 unrealized loss at September 30, 2007, approximately
$1,000 relates to investments that have been in an unrealized loss position for more than one year.
For the three and nine months ended September 30, 2007 and 2006, no impairment of the investments
was identified by the Company based on the evaluations performed.
5. Inventories
Inventories consist of (in thousands):
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
December 31, |
|
|
|
2007 |
|
|
2006 |
|
Raw materials |
|
$ |
1,483 |
|
|
$ |
754 |
|
Work-in-process |
|
|
184 |
|
|
|
0 |
|
Finished goods |
|
|
1,203 |
|
|
|
1,173 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
2,870 |
|
|
$ |
1,927 |
|
|
|
|
|
|
|
|
12
6. Property and Equipment
Property and equipment consists of (in thousands):
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
December 31, |
|
|
|
2007 |
|
|
2006 |
|
Land |
|
$ |
141 |
|
|
$ |
127 |
|
|
|
|
|
|
|
|
|
|
Building and leasehold improvements |
|
|
1,945 |
|
|
|
1,789 |
|
|
|
|
|
|
|
|
|
|
Furniture, fixtures and office equipment |
|
|
3,178 |
|
|
|
2,851 |
|
|
|
|
|
|
|
|
|
|
Automobiles |
|
|
34 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
Purchased software |
|
|
3,442 |
|
|
|
3,209 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
8,740 |
|
|
|
7,977 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated depreciation |
|
|
(7,174 |
) |
|
|
(6,520 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property and equipment, net |
|
$ |
1,566 |
|
|
$ |
1,457 |
|
|
|
|
|
|
|
|
Depreciation expense was $0.1 million and $0.2 million for the three and nine months ended
September 30, 2007, respectively, and $0.1 million and $0.3 million for the three and nine months
ended September 30, 2006, respectively.
7. Intangible Assets
Intangible assets are primarily associated with the Companys European operations and consist
of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2007 |
|
December 31, 2006 |
|
|
|
|
Gross |
|
|
|
|
|
|
|
|
|
Gross |
|
|
|
|
|
|
Amortization |
|
Carrying |
|
Accumulated |
|
|
|
|
|
Carrying |
|
Accumulated |
|
|
|
|
Period |
|
Value |
|
Amortization |
|
Net |
|
Value |
|
Amortization |
|
Net |
|
|
|
|
|
|
|
Customer relations |
|
60 months |
|
$ |
1,762 |
|
|
$ |
(1,762 |
) |
|
$ |
|
|
|
$ |
1,639 |
|
|
$ |
(1,520 |
) |
|
$ |
119 |
|
Core technology |
|
60 months |
|
|
1,996 |
|
|
|
(1,996 |
) |
|
|
|
|
|
|
1,858 |
|
|
|
(1,705 |
) |
|
|
153 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total intangible assets |
|
|
|
$ |
3,758 |
|
|
$ |
(3,758 |
) |
|
$ |
|
|
|
$ |
3,497 |
|
|
$ |
(3,225 |
) |
|
$ |
272 |
|
|
|
|
|
|
|
|
In accordance with SFAS No. 142, Goodwill and Other Intangible Assets, only the Companys
intangible assets relating to core technology and customer relations are subject to amortization.
Amortization expense related to intangible assets for continuing operations was zero and $0.3
million for the three and nine months ended September 30, 2007, respectively, and $0.2 million and
$0.5 million for the three and nine months ended September 30, 2006, respectively. No further
amounts remain to be amortized in future periods.
13
8. Restructuring and Other Charges
Continuing Operations
During the three and nine months ended September 30, 2007, the Company realized an income from
the release of a severance accrual related to continuing operations of $4,000. During the three and
nine months ended September 30, 2006, the Company incurred net restructuring and other charges
related to continuing operations of approximately $0.4 million and $1.3 million, respectively.
Accrued liabilities related to restructuring actions and other activities during the nine
months ended September 30, 2007 and during the year ended December 31, 2006 consist of the
following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease/Contract |
|
|
Other |
|
|
|
|
|
|
|
|
|
Commitments |
|
|
Severance |
|
|
Costs |
|
|
Total |
|
Balances as of January 1, 2006 |
|
$ |
32 |
|
|
$ |
152 |
|
|
$ |
9 |
|
|
$ |
193 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for 2006 |
|
|
33 |
|
|
|
1,320 |
|
|
|
|
|
|
|
1,353 |
|
Changes in estimates |
|
|
(2 |
) |
|
|
4 |
|
|
|
|
|
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31 |
|
|
|
1,324 |
|
|
|
|
|
|
|
1,355 |
|
Payments and other changes in 2006 |
|
|
(48 |
) |
|
|
(1,370 |
) |
|
|
|
|
|
|
(1,418 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances as of December 31, 2006 |
|
|
15 |
|
|
|
106 |
|
|
|
9 |
|
|
|
130 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for Q1 2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in estimates |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments and other changes in Q1 2007 |
|
|
(1 |
) |
|
|
(101 |
) |
|
|
|
|
|
|
(102 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances as of March 31, 2007 |
|
|
14 |
|
|
|
5 |
|
|
|
9 |
|
|
|
28 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for Q2 2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in estimates |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments and other changes in Q2 2007 |
|
|
(1 |
) |
|
|
|
|
|
|
|
|
|
|
(1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances as of June 30, 2007 |
|
|
13 |
|
|
|
5 |
|
|
|
9 |
|
|
|
27 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for Q3 2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in estimates |
|
|
|
|
|
|
(4 |
) |
|
|
|
|
|
|
(4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4 |
) |
|
|
|
|
|
|
(4 |
) |
Payments and other changes in Q3 2007 |
|
|
|
|
|
|
(1 |
) |
|
|
|
|
|
|
(1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances as of September 30, 2007 |
|
$ |
13 |
|
|
$ |
|
|
|
$ |
9 |
|
|
$ |
22 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During 2006, SCM executed and completed restructuring activities in connection with a
reduction in force resulting from the Companys decision to transfer all manufacturing operations
from its Singapore facility to contract manufacturers as well as the decision to transfer the
corporate headquarter functions of the Company from California to Germany. For the three and nine
months ended September 30, 2007, no further restructuring costs from continuing operations were
incurred.
Discontinued Operations
During the three and nine months ended September 30, 2007, income from restructuring and other
items related to discontinued operations was approximately $16,000 and $92,000, respectively.
During the three and nine months ended September 30, 2006, SCM incurred restructuring and other
credits of approximately $25,000 and restructuring and other charges of approximately $31,000,
respectively, related to discontinued operations.
14
Accrued liabilities related to the Digital Media and Video restructuring actions and other
activities during the nine months ended September 30, 2007 and during the year ended December 31,
2006 consist of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease/Contract |
|
|
Other |
|
|
|
|
|
|
Commitments |
|
|
Costs |
|
|
Total |
|
Balances as of January 1, 2006 |
|
$ |
3,198 |
|
|
$ |
506 |
|
|
$ |
3,704 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for 2006 |
|
|
2 |
|
|
|
5 |
|
|
|
7 |
|
Changes in estimates |
|
|
87 |
|
|
|
|
|
|
|
87 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
89 |
|
|
|
5 |
|
|
|
94 |
|
Payments and other changes in 2006 |
|
|
(338 |
) |
|
|
(159 |
) |
|
|
(497 |
) |
|
|
|
|
|
|
|
|
|
|
Balances as of December 31, 2006 |
|
|
2,949 |
|
|
|
352 |
|
|
|
3,301 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for Q1 2007 |
|
|
|
|
|
|
|
|
|
|
|
|
Changes in estimates |
|
|
(13 |
) |
|
|
|
|
|
|
(13 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
(13 |
) |
|
|
|
|
|
|
(13 |
) |
Payments and other changes in Q1 2007 |
|
|
(92 |
) |
|
|
4 |
|
|
|
(88 |
) |
|
|
|
|
|
|
|
|
|
|
Balances as of March 31, 2007 |
|
|
2,844 |
|
|
|
356 |
|
|
|
3,200 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for Q2 2007 |
|
|
|
|
|
|
|
|
|
|
|
|
Changes in estimates |
|
|
(23 |
) |
|
|
(40 |
) |
|
|
(63 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
(23 |
) |
|
|
(40 |
) |
|
|
(63 |
) |
Payments and other changes in Q2 2007 |
|
|
(66 |
) |
|
|
5 |
|
|
|
(61 |
) |
|
|
|
|
|
|
|
|
|
|
Balances as of June 30, 2007 |
|
|
2,755 |
|
|
|
321 |
|
|
|
3,076 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for Q3 2007 |
|
|
|
|
|
|
|
|
|
|
|
|
Changes in estimates |
|
|
(16 |
) |
|
|
|
|
|
|
(16 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
(16 |
) |
|
|
|
|
|
|
(16 |
) |
Payments and other changes in Q3 2007 |
|
|
(56 |
) |
|
|
14 |
|
|
|
(42 |
) |
|
|
|
|
|
|
|
|
|
|
Balances as of September 30, 2007 |
|
$ |
2,683 |
|
|
$ |
335 |
|
|
$ |
3,018 |
|
|
|
|
|
|
|
|
|
|
|
9. Segment Reporting, Geographic Information and Major Customers
SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information, establishes
standards for the reporting by public business enterprises of information about operating segments,
products and services, geographic areas, and major customers. The method for determining what
information to report is based on the way that management organizes the operating segments within
the Company for making operating decisions and assessing financial performance. The Companys chief
operating decision maker is considered to be its executive staff, consisting of the Chief Executive
Officer, Chief Financial Officer and Vice President Sales.
The Companys continuing operations provide secure digital access solutions to mainly OEM
customers in two markets segments: PC Security and Flash Media Readers. The executive staff reviews
financial information and business performance along these two business segments. The Company
evaluates the performance of its segments at the revenue and gross profit level. The Companys
reporting systems do not track or allocate operating expenses or assets by segment. The Company
does not include intercompany transfers between segments for management purposes.
15
Summary information by segment for the three and nine months ended September 30, 2007 and
during the same periods of 2006 is as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Nine Months Ended |
|
|
September 30, |
|
September 30, |
|
|
2007 |
|
2006 |
|
2007 |
|
2006 |
PC Security: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenue |
|
$ |
6,140 |
|
|
$ |
5,096 |
|
|
$ |
17,100 |
|
|
$ |
16,438 |
|
Gross profit |
|
|
2,846 |
|
|
|
1,621 |
|
|
|
7,345 |
|
|
|
6,480 |
|
Gross profit % |
|
|
46 |
% |
|
|
32 |
% |
|
|
43 |
% |
|
|
39 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Flash Media Readers: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenue |
|
$ |
1,477 |
|
|
$ |
2,300 |
|
|
$ |
3,621 |
|
|
$ |
7,747 |
|
Gross profit |
|
|
601 |
|
|
|
504 |
|
|
|
1,175 |
|
|
|
1,454 |
|
Gross profit % |
|
|
41 |
% |
|
|
22 |
% |
|
|
32 |
% |
|
|
19 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenue |
|
$ |
7,617 |
|
|
$ |
7,396 |
|
|
$ |
20,721 |
|
|
$ |
24,185 |
|
Gross profit |
|
|
3,447 |
|
|
|
2,125 |
|
|
|
8,520 |
|
|
|
7,934 |
|
Gross profit % |
|
|
45 |
% |
|
|
29 |
% |
|
|
41 |
% |
|
|
33 |
% |
Geographic net revenue is based on selling location. Information regarding net revenue by
geographic region is as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
September 30, |
|
|
September 30, |
|
|
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
Europe |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States |
|
$ |
3,635 |
|
|
$ |
3,242 |
|
|
$ |
9,574 |
|
|
$ |
10,407 |
|
Europe |
|
|
2,603 |
|
|
|
3,045 |
|
|
|
6,716 |
|
|
|
10,212 |
|
Asia-Pacific |
|
|
1,379 |
|
|
|
1,109 |
|
|
|
4,431 |
|
|
|
3,566 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
7,617 |
|
|
$ |
7,396 |
|
|
$ |
20,721 |
|
|
$ |
24,185 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of net revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States |
|
|
48 |
% |
|
|
44 |
% |
|
|
47 |
% |
|
|
43 |
% |
Europe |
|
|
34 |
% |
|
|
41 |
% |
|
|
32 |
% |
|
|
42 |
% |
Asia-Pacific |
|
|
18 |
% |
|
|
15 |
% |
|
|
21 |
% |
|
|
15 |
% |
16
Customers comprising 10% or greater of the Companys net revenue are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Nine Months Ended |
|
|
September 30, |
|
September 30, |
|
|
2007 |
|
2006 |
|
2007 |
|
2006 |
Customer A based in the USA |
|
|
13 |
% |
|
|
* |
|
|
|
14 |
% |
|
|
* |
|
Customer B based in the USA |
|
|
11 |
% |
|
|
14 |
% |
|
|
12 |
% |
|
|
12 |
% |
Customer
C based in Europe |
|
|
* |
|
|
|
13 |
% |
|
|
* |
|
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
24 |
% |
|
|
27 |
% |
|
|
26 |
% |
|
|
12 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Net revenue derived from customer represented less than 10% for the period. |
Customers representing 10% or greater of the Companys accounts receivable are summarized as
follows:
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
December 31, |
|
|
2007 |
|
2006 |
Customer A based in Asia |
|
|
* |
|
|
|
19 |
% |
Customer B based in the USA |
|
|
13 |
% |
|
|
17 |
% |
Customer C based in the USA |
|
|
16 |
% |
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
29 |
% |
|
|
36 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Customers accounts receivable represented less than 10% for the periods presented. |
Long-lived assets by geographic location as of September 30, 2007 and December 31, 2006, are
as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
December 31, |
|
|
|
2007 |
|
|
2006 |
|
Property and equipment, net: |
|
|
|
|
|
|
|
|
United States |
|
$ |
17 |
|
|
$ |
27 |
|
Europe |
|
|
188 |
|
|
|
150 |
|
Asia-Pacific |
|
|
1,361 |
|
|
|
1,280 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
1,566 |
|
|
$ |
1,457 |
|
|
|
|
|
|
|
|
10. Commitments
The Company leases its facilities, certain equipment, and automobiles under noncancelable
operating lease agreements. These lease agreements expire at various dates during the next ten
years.
Purchases for inventories are highly dependent upon forecasts of the customers demand. Due to
the uncertainty in demand from its customers, the Company may have to change, reschedule, or cancel
purchases or purchase orders from its suppliers. These changes may lead to vendor cancellation
charges on these purchases or contractual commitments. As of September 30, 2007, total purchase and
contractual commitments were approximately $4.0 million.
The Company provides warranties on certain product sales, which range from twelve to
twenty-four months, and allowances for estimated warranty costs are recorded during the period of
sale. The determination of such allowances requires the Company to make estimates of product return
rates and expected costs to repair or to replace the products under warranty. The Company currently
establishes warranty reserves based on historical warranty costs for each product line combined
with liability estimates
17
based on the prior twelve months sales activities. If actual return rates
and/or repair and replacement costs differ significantly from the Companys estimates, adjustments
to recognize additional cost of sales may be required in future periods.
Components of the reserve for warranty costs for the nine months ended September 30, 2007 and
2006 were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
2006 |
|
Balances at January 1 |
|
$ |
34 |
|
|
$ |
153 |
|
Additions related to sales during the period |
|
|
46 |
|
|
|
210 |
|
Warranty costs incurred during the period |
|
|
(49 |
) |
|
|
(62 |
) |
Adjustments to accruals related to prior period sales |
|
|
(2 |
) |
|
|
(90 |
) |
Adjustments to accruals related to sale of the DTV Solutions business |
|
|
|
|
|
|
(28 |
) |
|
|
|
|
|
|
|
Balances at September 30 |
|
$ |
29 |
|
|
$ |
183 |
|
|
|
|
|
|
|
|
11. Net Income (Loss) per Common Share
The following table sets forth the computation of basic and diluted net income (loss) per
common share (in thousands, except per share amounts):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended |
|
|
For the Nine Months Ended |
|
|
|
September 30, |
|
|
September 30, |
|
|
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
Net loss from continuing operations |
|
$ |
(116 |
) |
|
$ |
(3,680 |
) |
|
$ |
(3,655 |
) |
|
$ |
(8,372 |
) |
Income (loss) from discontinued operations |
|
|
(67 |
) |
|
|
(189 |
) |
|
|
1,367 |
|
|
|
8,080 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
(183 |
) |
|
$ |
(3,869 |
) |
|
$ |
(2,288 |
) |
|
$ |
(292 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares used in income (loss) per common share basic |
|
|
15,736 |
|
|
|
15,648 |
|
|
|
15,722 |
|
|
|
15,623 |
|
Net income (loss) per common share basic and diluted
Continuing operations |
|
$ |
(0.01 |
) |
|
$ |
(0.24 |
) |
|
$ |
(0.23 |
) |
|
$ |
(0.54 |
) |
Discontinued operations |
|
$ |
(0.00 |
) |
|
$ |
(0.01 |
) |
|
$ |
0.08 |
|
|
$ |
0.52 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per common share basic and diluted |
|
$ |
(0.01 |
) |
|
$ |
(0.25 |
) |
|
$ |
(0.15 |
) |
|
$ |
(0.02 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
The computation of diluted net income (loss) per common share for the three and nine months
ended September 30, 2007 excludes the effect of the potential exercise of options to purchase
approximately 7,000 and 33,000 shares, respectively, because the effect would be anti-dilutive in
periods when there is a net loss. The computation of diluted net income (loss) per common share for
the three and nine months ended September 30, 2007 also excludes the effect of the potential
exercise of options to purchase approximately 1.7 million and 1.7 million shares, respectively,
because the option exercise price was greater than the average market price of the common shares
and the effect would have been anti-dilutive.
The computation of diluted net income (loss) per common share for the three and nine months
ended September 30, 2006, excludes the effect of the potential exercise of options to purchase
approximately 16,000 and 23,000 shares, respectively, because the effect would be anti-dilutive in
periods when there is a net loss. The computation of diluted net income (loss) per common share for
the three and nine months ended September 30, 2006 also excludes the effect of the potential
exercise of options to purchase approximately 2.3 million and 2.5 million shares, respectively,
because the option exercise price was greater than the average market price of the common shares
and the effect would have been anti-dilutive.
18
12. Legal Proceedings
From time to time, SCM could be subject to claims arising in the ordinary course of business
or could be a defendant in lawsuits. While the outcome of such claims or other proceedings cannot
be predicted with certainty, SCMs management expects that any such liabilities, to the extent not
provided for by insurance or otherwise, will not have a material adverse effect on the Companys
financial condition, results of operations or cash flows.
19
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
This Quarterly Report on Form 10-Q contains forward-looking statements for purposes of the
safe harbor provisions under the Private Securities Litigation Reform Act of 1995. For example,
statements, other than statements of historical facts regarding our strategy, future operations,
financial position, projected results, estimated revenues or losses, projected costs, prospects,
plans, market trends, competition and objectives of management constitute forward-looking
statements. In some cases, you can identify forward-looking statements by terms such as will,
believe, could, should, would, may, anticipate, intend, plan, estimate, expect,
project or the negative of these terms or other similar expressions. Although we believe that our
expectations reflected in or suggested by the forward-looking statements that we make in this
Quarterly Report on Form 10-Q are reasonable, we cannot guarantee future results, performance or
achievements. You should not place undue reliance on these forward-looking statements. All
forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q. While
we may elect to update forward-looking statements at some point in the future, we specifically
disclaim any obligation to do so, even if our expectations change, whether as a result of new
information, future events or otherwise. We also caution you that such forward-looking statements
are subject to risks, uncertainties and other factors, not all of which are known to us or within
our control, and that actual events or results may differ materially from those indicated by these
forward-looking statements. We disclose some of the important factors that could cause our actual
results to differ materially from our expectations under Part II Item 1A, Risk Factors and
elsewhere in this Quarterly Report on Form 10-Q. These cautionary statements qualify all of the
forward-looking statements included in this Quarterly Report on Form 10-Q that are attributable to
us or persons acting on our behalf.
The following information should be read in conjunction with the unaudited condensed
consolidated financial statements and notes thereto set forth in Part I Item 1 of this Quarterly
Report on Form 10-Q. We also urge readers to review and consider our disclosures describing
various factors that could affect our business, including the disclosures under the headings
Managements Discussion and Analysis of Financial Condition and Results of Operations and Risk
Factors and the audited financial statements and notes thereto contained in our Annual Report on
Form 10-K and Amended Annual Report on Form 10-K/A for the year ended December 31, 2006.
Overview
SCM Microsystems, Inc. (SCM, the Company, we and us) was incorporated in 1996 under
the laws of the state of Delaware. We design, develop and sell hardware, software and silicon
solutions that enable people to conveniently and securely access digital content and services. We
sell our secure digital access products into two market segments: PC Security and Flash Media
Readers.
|
|
|
For the PC Security market, we offer smart card reader technology that enables
authentication of individuals for applications such as electronic passports, electronic
healthcare cards, secure logical access to PCs and networks, and physical access to
facilities. |
|
|
|
|
For the Flash Media Reader market, we offer digital media readers that are used to
transfer digital content to and from various flash media. These readers are primarily used
in digital photo kiosks. |
We sell our products primarily to original equipment manufacturers, or OEMs, who typically
either bundle our products with their own solutions, or repackage our products for resale to their
customers. Our OEM customers include: government contractors, systems integrators, large
enterprises and computer manufacturers, as well as banks and other financial institutions for our
smart card readers; and computer electronics and photographic equipment manufacturers for our
digital media readers. We sell and license our products through a direct sales and marketing
organization, as well as through distributors, value added resellers and systems integrators
worldwide.
On May 22, 2006 we completed the sale of our Digital Television solutions (DTV solutions)
business to Kudelski S.A. As a result, we have accounted for the DTV solutions business as a
discontinued operation, and the statements of operations and cash flows for all periods presented
reflect the discontinuance of this business. In addition, our operations previously included a
retail Digital Media and Video business, which we sold in the third quarter of 2003. As a result of
this sale and divestiture, beginning in the second quarter of fiscal 2003, we have accounted for
the retail Digital Media and Video business as a discontinued operation, and statements of
operations for all periods presented reflect the discontinuance of this business. (See Note 3 to
Condensed Consolidated Financial Statements of this Form 10-Q.)
In our continuing operations, we have experienced significant variations in demand for our
products quarter to quarter. In our PC Security business, variations in demand are primarily the
result of timing of orders associated with smart card-based ID
20
programs run by various U.S., European and Asian governments. Sales of our smart card readers
and chips for government programs are impacted by testing and compliance schedules of government
bodies, roll-out schedules for application deployments and budget cycles and changes, all of which
contribute to variability in demand from quarter to quarter. In our Flash Media Reader business,
variability in demand is primarily the result of our dependence on a small number of customers in
this business, which can result in significant fluctuation in sales levels from one period to
another. Two customers have historically accounted for approximately 65% of revenues in our Flash
Media Reader business.
We have adopted a strategy to grow revenue that is based on introducing new PC Security and
Flash Media Reader products to address emerging market opportunities. During 2006 and in the first
and third quarters of 2007, we experienced increased demand from prior periods for our smart card
readers, primarily from the government sector, where we are providing readers for new and emerging
programs such as e-passports and e-healthcare. In the second quarter of 2007, sales of our smart
card readers were negatively impacted by budget freezes in the U.S. government sector, which
contributed to delayed orders, demand fluctuations with a major customer in Asia and project delays
in various European smart card security programs. In the third quarter of 2007, revenue for our PC
Security business returned to more stable levels, as U.S government budgets relaxed and we received
additional orders from our customer in Asia.
In our Flash Media Reader business, sales in the first nine months of 2007 have been below
2006 levels, as we experienced significantly reduced orders from one of our two major Flash Media
Reader customers, which we believe was primarily due to significantly reduced demand in their end
markets. This was particularly pronounced in the second quarter of 2007. Order levels from this
customer increased in the third quarter of 2007, but did not reach the levels of a year ago. Orders
from this customer may not return to historic levels and this business remains subject to
significant variability in terms of the timing of orders in any given period.
In both our PC Security and Flash Media Reader businesses, pricing pressure has increased over
the last several quarters. To address an increasingly competitive environment, during 2006 we put
in place cost reduction programs that, beginning in the fourth quarter of 2006 and continuing into
the third quarter of 2007, have resulted in improvements to gross product margin.
During late 2005 and throughout 2006, we implemented a number of measures to reduce operating
expenses, including the outsourcing of our manufacturing operations and the consolidation of
facilities and functions. The full effect of our cost cutting actions was first experienced in the
fourth quarter of 2006, when our GAAP operating expenses decreased from an average of $5.7 million
for the first three quarters of fiscal 2006 to $3.5 million in the fourth quarter of 2006. Through
the first nine months of 2007, our GAAP operating expenses for research and development, sales and
marketing, and general and administrative have been under $4.0 million per quarter, with the
exception of a $1.4 million charge taken in general and administrative expenses in the second
quarter of 2007 for severance and other costs associated with the resignation of Robert Schneider,
our former CEO.
Critical Accounting Policies and Estimates
Managements Discussion and Analysis of Financial Condition and Results of Operations
discusses our consolidated financial statements, which have been prepared in accordance with
accounting principles generally accepted in the United States of America. The preparation of these
financial statements requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. On an on-going basis, management evaluates
its estimates and judgments, including those related to product returns, customer incentives, bad
debts, inventories, asset impairment, deferred tax assets, accrued warranty reserves, restructuring
costs, contingencies and litigation. Management bases its estimates and judgments on historical
experience and on various other factors that are believed to be reasonable under the circumstances,
the results of which form the basis for making judgments about the carrying values of assets and
liabilities that are not readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions.
Management believes the following critical accounting policies, among others, affect our more
significant judgments and estimates used in the preparation of our consolidated financial
statements.
|
|
|
We recognize product revenue upon shipment provided that risk and title have
transferred, a purchase order has been received, collection is determined to be reasonably
assured and no significant obligations remain. Maintenance revenue is deferred and
amortized over the period of the maintenance contract. Provisions for estimated warranty
repairs and returns and allowances are provided for at the time products are shipped. We
maintain allowances for doubtful accounts for estimated losses resulting from the
inability of our customers to make required payments. If the financial condition of our
customers were to deteriorate, resulting in an impairment of their ability to make
payments, additional allowances might be required, which could have a material impact on
our results of operations. |
21
|
|
|
We typically plan our production and inventory levels based on internal forecasts of
customer demand, which is highly unpredictable and can fluctuate substantially. We
regularly review inventory quantities on hand and record an estimated provision for excess
inventory, technical obsolescence and no sale-ability based primarily on our historical
sales and expectations for future use. Actual demand and market conditions may be
different from those projected by our management. This could have a material effect on our
operating results and financial position. If we were to make different judgments or
utilize different estimates, the amount and timing of our write-down of inventories could
be materially different. Excess inventory frequently remains saleable. When excess
inventory is sold, it yields a gross profit margin of up to 100%. Sales of excess
inventory have the effect of increasing the gross profit margin beyond that which would
otherwise occur, because of previous write-downs. Once we have written down inventory
below cost, we do not subsequently write it up. |
|
|
|
We adopted Financial Accounting Standards Boards (FASB) Interpretation No. 48,
Accounting For Uncertain Tax Positions (FIN 48) in the first quarter of 2007. See Note
1 in the Notes to Consolidated Financial Statements of this Form 10-Q for further
discussion. We are required to make certain judgments and estimates in determining income
tax expense for financial statement purposes. Significant changes to these estimates may
result in an increase or decrease to our tax provision in a subsequent period. The
calculation of our tax liabilities requires dealing with uncertainties in the application
of complex tax regulations. FIN 48 prescribes a recognition threshold and measurement
attribute for the financial statement recognition and measurement of a tax position taken
or expected to be taken in a tax return. It is inherently difficult and subjective to
estimate such amounts. We reevaluate such uncertain tax positions on a quarterly basis
based on factors such as, but not limited to, changes in tax laws, issues settled under
audit and changes in facts or circumstances. Such changes in recognition or measurement
might result in the recognition of a tax benefit or an additional charge to the tax
provision in the period. |
|
|
|
|
The carrying value of our net deferred tax assets reflects that we have been unable
to generate sufficient taxable income in certain tax jurisdictions. A valuation allowance
is provided for deferred tax assets if it is more likely than not these items will either
expire before we are able to realize their benefit, or that future deductibility is
uncertain. Management evaluates the realizability of the deferred tax assets quarterly. At
September 30, 2007 we have recorded valuation allowances against substantially all of our
deferred tax assets. The deferred tax assets are still available for us to use in the
future to offset taxable income, which would result in the recognition of a tax benefit
and a reduction in our effective tax rate. Actual operating results and the underlying
amount and category of income in future years could render our current assumptions,
judgments and estimates of the realizability of deferred tax assets inaccurate, which
could have a material impact on our financial position or results of operations. |
|
|
|
|
We accrue the estimated cost of product warranties during the period of sale. While
we engage in extensive product quality programs and processes, including actively
monitoring and evaluating the quality of our component suppliers, our warranty obligation
is affected by actual warranty costs, including material usage or service delivery costs
incurred in correcting a product failure. If actual material usage or service delivery
costs differ from our estimates, revisions to our estimated warranty liability would be
required, which could have a material impact on our results of operations. |
|
|
|
|
During previous years, we have recorded restructuring charges as we rationalized
operations in light of strategic decisions to align our business focus on certain markets.
These measures, which included major changes in senior management, workforce reduction,
facilities consolidation and the transfer of our production to contract manufacturers,
were largely intended to align our capacity and infrastructure to anticipate customer
demand and to transition our operations to better cost efficiencies. In connection with
plans we have adopted, we recorded estimated expenses for severance and outplacement
costs, lease cancellations, asset write-offs and other restructuring costs. Statement of
Financial Accounting Standard (SFAS) No. 146, Accounting for Costs Associated with Exit
or Disposal Activities, requires that a liability for a cost associated with an exit or
disposal activity initiated after December 31, 2002 be recognized when the liability is
incurred and that the liability be measured at fair value. Given the significance of, and
the timing of the execution of such activities, this process is complex and involves
periodic reassessments of original estimates. We continually evaluate the adequacy of the
remaining liabilities under our restructuring initiatives. Although we believe that these
estimates accurately reflect the costs of our restructuring and other plans, actual
results may differ, thereby requiring us to record additional provisions or reverse a
portion of such provisions. |
Recent Accounting Pronouncements
In September 2006, FASB issued SFAS No. 157, Fair Value Measurements (SFAS 157). SFAS 157
defines fair value, establishes a framework for measuring fair value in accordance with generally
accepted accounting principles, and expands
22
disclosures about fair value measurements. The provisions of SFAS 157 are effective for the
fiscal year beginning January 1, 2008. We are currently evaluating the impact of the provisions of
SFAS 157 on our financial position, results of operations and cash flows and do not believe the
impact of the adoption will be material.
Results of Operations
Net Revenue. Summary information by product segment for the three and nine months ended
September 30, 2007 and 2006 is as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% change |
|
|
|
|
|
|
|
|
|
% change |
|
|
Three months ended |
|
period to |
|
Nine months ended |
|
period to |
|
|
September 30, |
|
period |
|
September 30, |
|
period |
|
|
2007 |
|
2006 |
|
|
|
|
|
2007 |
|
2006 |
|
|
|
|
PC Security |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
$ |
6,140 |
|
|
$ |
5,096 |
|
|
|
20 |
% |
|
$ |
17,100 |
|
|
$ |
16,438 |
|
|
|
4 |
% |
Gross profit |
|
|
2,846 |
|
|
|
1,621 |
|
|
|
|
|
|
|
7,345 |
|
|
|
6,480 |
|
|
|
|
|
Gross profit % |
|
|
46 |
% |
|
|
32 |
% |
|
|
|
|
|
|
43 |
% |
|
|
39 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Flash Media Readers |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
$ |
1,477 |
|
|
$ |
2,300 |
|
|
|
(36 |
)% |
|
$ |
3,621 |
|
|
$ |
7,747 |
|
|
|
(53 |
)% |
Gross profit |
|
|
601 |
|
|
|
504 |
|
|
|
|
|
|
|
1,175 |
|
|
|
1,454 |
|
|
|
|
|
Gross profit % |
|
|
41 |
% |
|
|
22 |
% |
|
|
|
|
|
|
32 |
% |
|
|
19 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
$ |
7,617 |
|
|
$ |
7,396 |
|
|
|
3 |
% |
|
$ |
20,721 |
|
|
$ |
24,185 |
|
|
|
(14 |
)% |
Gross profit |
|
|
3,447 |
|
|
|
2,125 |
|
|
|
|
|
|
|
8,520 |
|
|
|
7,934 |
|
|
|
|
|
Gross profit % |
|
|
45 |
% |
|
|
29 |
% |
|
|
|
|
|
|
41 |
% |
|
|
33 |
% |
|
|
|
|
Net revenue for the three months ended September 30, 2007 was $7.6 million, up 3% compared to
$7.4 million for the same period of 2006. This increase in revenue resulted from higher sales of
our PC Security products, offset by lower sales of our Flash Media Reader products. For the nine
months ended September 30, 2007, net revenue was $20.7 million, down 14% from revenue of $24.2
million in the first nine months of 2006. The decrease in revenue in the nine-month period resulted
primarily from lower sales of our Flash Media Reader products.
Our PC Security product line consists of smart card readers and related chip technology that
are utilized principally in security programs where smart cards are used to authenticate the
identity of people in order to control access to computers, computer networks, borders, buildings
and other facilities. The majority of revenue in this product line is typically tied to large
security projects of governments, financial institutions or enterprises and is subject to
significant variability based on the size and timing of customer orders. The timing of any new
projects that may create or increase demand for smart card readers is unpredictable. In our PC
Security product line, sales were $6.1 million in the third quarter of 2007, an increase of 20%
from sales of $5.1 million in the third quarter of 2006. For the first nine months of 2007, sales
in our PC Security business were $17.1 million, up 4% from $16.4 million for the first nine months
of 2006. The increase in sales for both the third quarter and the first nine months of 2007
compared with the prior year periods was primarily due to higher sales of our smart card readers to
the U.S. government, which is implementing smart card-based security programs across many federal
agencies, and higher sales of our CHIPDRIVE reader and software packages for small and medium
businesses in Europe.
Flash Media Reader revenues consist of sales of digital media readers to provide an interface
for flash memory cards, primarily for digital photography kiosks, where our products are used to
download and print digital photos. Two customers have historically accounted for approximately 65%
of our sales in this business segment. As a result, revenue in our Flash Media Reader product line
can fluctuate significantly quarter to quarter due to variability in the size and timing of
customer orders. Revenue from our Flash Media Reader product line was $1.5 million in the third
quarter of 2007, a decrease of 36% from $2.3 million in the third quarter of 2006, but representing
the highest quarterly revenue level in 2007 year to date. For the first nine months of 2007, sales
were $3.6 million, down 53% compared with $7.7 million in the first nine months of 2006. The
decrease in Flash Media Reader sales in both the third quarter and the first nine months of 2007
compared with the same periods of the
23
prior year was primarily due to a significant reduction in
orders from one of our two major customers in the second and third quarters, which we believe was
primarily the result of significantly reduced demand in their end markets.
Gross Profit. Gross profit for the third quarter of 2007 was $3.4 million, or 45% of revenue,
compared to $2.1 million, or 29% of revenue in the same period of 2006.
Gross profit for our PC Security products was 46% for the third quarter of 2007 compared with
32% for the third quarter of 2006. The increase in gross profit in the third quarter of 2007
compared with the same period of 2006 primarily resulted from a more favorable mix of higher margin
products, better inventory management and product cost reductions.
Gross profit for our Flash Media Reader products was 41% for the third quarter of 2007,
compared with 22% for the third quarter of 2006. The increase in gross profit in the third quarter
of 2007 compared with the same period of 2006 primarily resulted from a more favorable mix of
products sold, as well as lower product costs.
For the first nine months of 2007, total gross profit was $8.5 million, or 41% of revenue,
compared with $7.9 million, or 33% of revenue for the first nine months of 2006. The improvement in
gross profit margin in the first nine months of 2007 compared with the prior year is primarily due
to a more favorable mix of higher margin products, better inventory management and product cost
reductions in our PC Security business, offset in part by lower sales levels in both our PC
Security and Flash Media Reader businesses in the second quarter of 2007. In addition, gross profit
for the first nine months of 2006 was adversely impacted by approximately $0.2 million in severance
costs related to the outsourcing of our Singapore manufacturing operations to contract
manufacturers as well as $0.4 million of net inventory write-downs.
Our gross profit has been and will continue to be affected by a variety of factors, including,
without limitation, competition, the volume of sales in any given quarter, product configuration
and mix, the availability of new products, product enhancements, software and services, and the
cost and availability of components. Accordingly, gross profit percentages are expected to
continue to fluctuate from period to period.
Research and Development.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% change |
|
|
|
|
|
|
|
|
|
% change |
|
|
Three months ended September 30 |
|
period to |
|
Nine months ended September 30 |
|
period to |
(in thousands) |
|
2007 |
|
2006 |
|
period |
|
2007 |
|
2006 |
|
period |
Expenses |
|
$ |
815 |
|
|
$ |
1,085 |
|
|
|
(25 |
)% |
|
$ |
2,327 |
|
|
$ |
3,115 |
|
|
|
(25 |
)% |
Percentage of total revenues |
|
|
11 |
% |
|
|
15 |
% |
|
|
|
|
|
|
11 |
% |
|
|
13 |
% |
|
|
|
|
Research and development expenses consist primarily of employee compensation and fees for the
development of prototype products. Research and development costs are primarily related to hardware
and firmware development. For the third quarter of 2007, research and development expenses were
$0.8 million, or 11% of revenue, compared with $1.1 million, or 15% of revenue in the third quarter
of 2006. For the first nine months of 2007, research and development expenses were $2.3 million, or
11% of revenue, compared with $3.1 million, or 13% of revenue for the first nine months of 2006.
Lower research and development expenses in the third quarter and first nine months of 2007 compared
with the prior year are primarily due to a lower level of external resources used.
24
Selling and Marketing.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% change |
|
|
|
|
|
|
|
|
|
% change |
|
|
Three months ended September 30 |
|
period to |
|
Nine months ended September 30 |
|
period to |
(in thousands) |
|
2007 |
|
2006 |
|
period |
|
2007 |
|
2006 |
|
period |
Expenses |
|
$ |
1,625 |
|
|
$ |
2,292 |
|
|
|
(29 |
)% |
|
$ |
4,802 |
|
|
$ |
6,053 |
|
|
|
(21 |
)% |
Percentage of total revenues |
|
|
21 |
% |
|
|
31 |
% |
|
|
|
|
|
|
23 |
% |
|
|
25 |
% |
|
|
|
|
Selling and marketing expenses consist primarily of employee compensation as well as tradeshow
participation and other marketing costs. Selling and marketing expenses in the third quarter of
2007 were $1.6 million, or 21% of revenue, compared with $2.3 million, or 31% of revenue in the
third quarter of 2006. For the first nine months of 2007, sales and marketing expenses were $4.8
million, or 23% of revenue, compared with $6.1 million, or 25% of revenue in the first nine months
of 2006. We expect our sales and marketing costs will vary as we continue to align our resources to
address existing and new market opportunities. For example, in the third quarter of 2007 and
continuing into the fourth quarter, we have added sales resources in each region.
General and Administrative.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% change |
|
|
|
|
|
|
|
|
|
% change |
|
|
Three months ended September 30 |
|
period to |
|
Nine months ended September 30 |
|
period to |
(in thousands) |
|
2007 |
|
2006 |
|
period |
|
2007 |
|
2006 |
|
period |
Expenses |
|
$ |
1,374 |
|
|
$ |
2,208 |
|
|
|
(38 |
)% |
|
$ |
5,653 |
|
|
$ |
6,340 |
|
|
|
(11 |
)% |
Percentage of total revenues |
|
|
18 |
% |
|
|
30 |
% |
|
|
|
|
|
|
27 |
% |
|
|
26 |
% |
|
|
|
|
General and administrative expenses consist primarily of compensation expenses for employees
performing our administrative functions and professional fees arising from legal, auditing and
other consulting services. In the third quarter of 2007, general and administrative expenses were
$1.4 million, or 18% of revenue, compared with $2.2 million, or 30% of revenue in the third quarter
of 2006. For the first nine months of 2007, general and administrative expenses were $5.7 million,
including $1.4 million in severance and other costs associated with the resignation of our former
CEO, compared with $6.3 million in the first nine months of 2006. The reduction in our underlying
general and administrative expenses in the third quarter and first nine months of 2007 compared
with the prior year primarily related to the consolidation and transfer of our corporate finance
and compliance functions from the U.S. to Germany and the transfer of local finance functions from
Singapore and the U.S. to Germany at the end of 2006, offset in part by the payment of $1.4 million
in severance and other costs related to our former CEO.
Amortization of Intangibles. Amortization of intangibles was zero during the third quarter of
2007, compared with $0.2 million during the third quarter of 2006. For the first nine months of
2007 and 2006, amortization of intangibles was $0.3 million and $0.5 million, respectively. No
further amounts remain to be amortized in future periods.
Restructuring and Other Charges (Credits). We did not incur any restructuring or other charges
during the first nine months of 2007. In the three months ended September 30, 2007, income of
$4,000 resulted from the release of a restructuring accrual. For the three and nine months ended
September 30, 2006, we recorded restructuring and other charges of $0.4 million and $1.1 million,
respectively, primarily related to severance costs for general and administrative personnel that
were affected by our decision to relocate certain corporate headquarter functions in California to
Germany as well as the process of outsourcing our manufacturing operations from our Singapore
facility to contract manufacturers. Severance costs for manufacturing personnel were recorded in
cost of revenue.
Interest and Other Income: Interest and other income, net consists of interest earned on
invested cash, other income and expense and foreign currency gains or losses. In the third quarter
of both 2007 and 2006, interest income resulting from invested cash balances was $0.4 million. In
the first nine months of 2007, interest income was $1.2 million, compared with interest income of
$0.9 million in the first nine months of 2006.
Foreign currency transaction losses and other expense were $0.1 in the third quarter of 2007
and $1,000 in the third quarter of 2006. Foreign currency transaction losses and other expense were
$0.2 million in the first nine months of 2007 and $0.1 million in the first nine months of 2006.
Income Taxes. In the three and nine months ended September 30, 2007, we recorded a provision
for income taxes of $32,000 and $0.1 million, respectively, primarily for minimum taxation, which
could not be offset with operating loss carryforwards and tax expenses in a foreign subsidiary with
no loss carryforwards.
25
We recorded a tax provision of $17,000 and $46,000, respectively, in the three and nine months
ended September 30, 2006, primarily resulting from taxes payable in foreign jurisdictions which are
not offset by operating loss carryforwards.
Discontinued Operations. On May 22, 2006, we completed the sale of substantially all the
assets and some of the liabilities associated with our DTV solutions business to Kudelski S.A. Net
revenue for the DTV solutions business in the three and nine months ended September 30, 2007 was
zero and $0.5 million, respectively. Net revenue for the DTV solutions business in the three and
nine months ended September 30, 2006 was $1.9 million and $12.3 million, respectively. Operating
gain for the DTV solutions business for the three and nine months ended September 30, 2007 was
$45,000 and $33,000, respectively. Operating loss for the DTV solutions business for the three and
nine months ended September 30, 2006 was $0.1 million and $1.3 million, respectively.
During 2003, we completed two transactions to sell our retail Digital Media and Video
business. On July 25, 2003, we completed the sale of our digital video business to Pinnacle Systems
and on August 1, 2003, we completed the sale of our retail digital media reader business to Zio
Corporation. Net revenue for the retail Digital Media and Video business was zero in each of the
three- and nine-month periods ended September 30, 2007 and 2006. Operating loss for the retail
Digital Media and Video business was $0.1 million and $0.2 million in the three and nine months
ended September 30, 2007, respectively and operating loss for the retail Digital Media and Video
business was $0.1 million and $0.2 million in the three and nine months ended September 30, 2006,
respectively.
In May 2007, we received an adjusted final payment of $1.6 million from Kudelski related to
the sale of our DTV solutions business that resulted in a $1.5 million gain on sale of discontinued
operations in the three months ended June 30, 2007 (See Note 3 to Condensed Consolidated Financial
Statements). During the three and nine months ended September 30, 2007, net gain on the disposal of
discontinued operations was approximately $16,000 and $1.6 million, respectively. During the three
and nine months ended September 30, 2006, net gain on the disposal of discontinued operations was
approximately $24,000 and $5.3 million, respectively.
Liquidity and Capital Resources
As of September 30, 2007, our working capital, which we have defined as current assets less
current liabilities, was $33.2 million, compared to $32.0 million as of December 31, 2006, an
increase of approximately $1.2 million. The rise in working capital for the first nine months of
2007 primarily reflects the decrease in current liabilities of $5.9 million, offset in part by
lower cash and cash equivalents and short-term investments of $3.8 million and a $0.9 million
reduction resulting primarily from the combined development of accounts receivable, inventories and
other current assets.
Cash and cash equivalents and short-term investments were $33.1 million as of September 30,
2007, a decrease of approximately $3.8 million compared to the balance of $36.9 million as of
December 31, 2006.
The following summarizes our cash flows for the nine months ended September 30, 2007 (in
thousands):
|
|
|
|
|
|
|
Nine Months Ended |
|
|
|
September 30, |
|
|
|
2007 |
|
Operating cash used in continuing operations |
|
$ |
(5,293 |
) |
Operating cash provided by discontinued operations |
|
|
697 |
|
Investing cash used |
|
|
(4,315 |
) |
Financing cash flow |
|
|
104 |
|
Effect of exchange rate changes on cash and cash equivalents |
|
|
847 |
|
|
|
|
|
|
|
|
|
|
Decrease in cash and cash equivalents |
|
|
(7,960 |
) |
Cash and cash equivalents at beginning of period |
|
|
32,103 |
|
|
|
|
|
Cash and cash equivalents at end of period |
|
$ |
24,143 |
|
|
|
|
|
During the first nine months of 2007, cash used in operating activities was $4.6 million. Net
loss of $2.3 million, the cash use of approximately $2.8 million from changes in operating assets
and liabilities and the cash use of approximately $0.7 million from changes in the assets and
liabilities from discontinued operations were partially offset by cash flow adjustments for
depreciation, amortization and stock compensation totaling $1.1 million.
26
Significant commitments that will require the use of cash in future periods include
obligations under operating leases, inventory purchase commitments and other contractual
agreements. Gross committed lease obligations were approximately $5.4 million and inventory and
other purchase commitments were approximately $4.0 million at September 30, 2007.
We currently expect that our current capital resources and available borrowings should be
sufficient to meet our operating and capital requirements through at least the end of 2008. We may,
however, seek additional debt or equity financing prior to that time. There can be no assurance
that additional capital will be available to us on favorable terms or at all. The sale of
additional debt or equity securities may cause dilution to existing stockholders.
Cash used in investing activities for the nine months ended September 30, 2007, was primarily
for purchases of short-term investments of $16.8 million, offset by maturities of $12.7 million.
27
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There has been no significant change in our exposure to market risk during the first nine
months of 2007. For discussion of SCMs exposure to market risk, refer to Item 7A, Quantitative
and Qualitative Disclosures About Market Risk, contained in the Companys Annual Report
incorporated by reference in Form 10-K for the year ended December 31, 2006.
Item 4. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our principal
executive officer and principal financial officer, we conducted an evaluation of the effectiveness
of the design and operation of our disclosure controls and procedures, as defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, as of
September 30, 2007. We note that our current principal executive officer joined the Company on
October 22, 2007 and is still in the process of reviewing for himself the design and operation of
our disclosure controls and procedures. Notwithstanding the foregoing, we believe that our
disclosure controls and procedures were effective as of September 30, 2007, such that the
information relating to our business and operations, including our consolidated subsidiaries,
required to be disclosed in our Securities and Exchange Commission (SEC) reports (i) is recorded,
processed, summarized and reported within the time periods specified in SEC rules and forms, and
(ii) is accumulated and communicated to our management, including our principal executive officer
and principal financial officer, as appropriate to allow timely decisions regarding required
disclosure.
(b) Changes in Internal Controls
In connection with our continued monitoring and maintenance of our controls procedures in
relation to the provisions of Sarbanes-Oxley, we continue to review, revise and improve the
effectiveness of our internal controls. We made no changes to our internal control over financial
reporting during the third quarter of 2007 that have materially affected, or that are reasonably
likely to materially affect, our internal control over financial reporting.
PART II: OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we could be subject to claims arising in the ordinary course of our
business or could be a defendant in lawsuits. While the outcome of such claims or other proceedings
cannot be predicted with certainty, our management expects that any such liabilities, to the extent
not provided for by insurance or otherwise, will not have a material adverse effect on our
financial condition, results of operations or cash flows.
Item 1A. Risk Factors
Our business and results of operations are subject to numerous risks, uncertainties and other
factors that you should be aware of, some of which are described below. The risks, uncertainties
and other factors described below are not the only ones facing our company. Additional risks,
uncertainties and other factors not presently known to us or that we currently deem immaterial may
also impair our business operations.
Any of the risks, uncertainties and other factors could have a materially adverse effect on
our business, financial condition, results of operations, cash flows or product market share and
could cause the trading price of our common stock to decline substantially.
28
We have incurred operating losses and may not achieve profitability.
We have a history of losses with an accumulated deficit of $192.5 million as of September 30,
2007. We may continue to incur losses in the future and may be unable to achieve or maintain
profitability.
Our quarterly and annual operating results will likely fluctuate.
Our quarterly and annual operating results have varied greatly in the past and will likely
vary greatly in the future depending upon a number of factors. Many of these factors are beyond our
control. Our revenues, gross profit and operating results may fluctuate significantly from quarter
to quarter due to, among other things:
|
|
|
business and economic conditions overall and in our markets; |
|
|
|
|
the timing and amount of orders we receive from our customers that may be tied to
budgetary cycles, seasonal demand, product plans or program roll-out schedules; |
|
|
|
|
cancellations or delays of customer product orders, or the loss of a significant
customer; |
|
|
|
|
our ability to obtain an adequate supply of components on a timely basis; |
|
|
|
|
poor quality in the supply of our components; |
|
|
|
|
delays in the manufacture of our products; |
|
|
|
|
our backlog and inventory levels; |
|
|
|
|
our customer and distributor inventory levels and product returns; |
|
|
|
|
competition; |
|
|
|
|
new product announcements or introductions; |
|
|
|
|
our ability to develop, introduce and market new products and product enhancements on
a timely basis, if at all; |
|
|
|
|
our ability to successfully market and sell products into new geographic or market
segments; |
|
|
|
|
the sales volume, product configuration and mix of products that we sell; |
|
|
|
|
technological changes in the markets for our products; |
|
|
|
|
the rate of adoption of industry-wide standards; |
|
|
|
|
reductions in the average selling prices that we are able to charge due to
competition or other factors; |
|
|
|
|
strategic acquisitions, sales and dispositions; |
|
|
|
|
fluctuations in the value of foreign currencies against the U.S. dollar; |
|
|
|
|
the timing and amount of marketing and research and development expenditures; |
|
|
|
|
loss of key personnel; and |
|
|
|
|
costs related to events such as dispositions, organizational restructuring, headcount
reductions, litigation or write-off of investments. |
Due to these and other factors, our revenues may not increase or even remain at their current
levels. Because a majority of our operating expenses are fixed, a small variation in our revenues
can cause significant variations in our operational results from quarter to quarter and our
operating results may vary significantly in future periods. Therefore, our historical results may
not be a reliable indicator of our future performance.
It is difficult to estimate operating results prior to the end of a quarter.
We do not typically maintain a significant level of backlog. As a result, revenue in any
quarter depends on contracts entered into or orders booked and shipped in that quarter.
Historically, many of our customers have tended to make a significant portion
29
of their purchases towards the end of the quarter, in part because they believe they are able
to negotiate lower prices and more favorable terms. This trend makes predicting revenues difficult.
The timing of closing larger orders increases the risk of quarter-to-quarter fluctuation in
revenues. If orders forecasted for a specific group of customers for a particular quarter are not
realized or revenues are not otherwise recognized in that quarter, our operating results for that
quarter could be materially adversely affected. In addition, from time to time, we may experience
unexpected increases or decreases in demand for our products resulting from fluctuations in our
customers budget or deployment schedules as they implement smart card-based programs. These
occurrences are not always predictable and can have a significant impact on our results in the
period in which they occur.
Our listing on both the NASDAQ Stock Market and the Prime Standard of the Frankfurt Stock Exchange
exposes our stock price to additional risks of fluctuation.
Our common stock is listed both on the NASDAQ Stock Market and the Prime Standard of the
Frankfurt Stock Exchange and we typically experience a significant volume of our trading on the
Prime Standard. Because of this, factors that would not otherwise affect a stock traded solely on
the NASDAQ Stock Market may cause our stock price to fluctuate. For example, European investors may
react differently and more positively or negatively than investors in the United States to events
such as acquisitions, dispositions, one-time charges and higher or lower than expected revenue or
earnings announcements. A positive or negative reaction by investors in Europe to such events could
cause our stock price to increase or decrease significantly. The European economy and market
conditions in general, or downturns on the Prime Standard specifically, regardless of the NASDAQ
Stock Market conditions, also could negatively impact our stock price.
Our stock price has been and is likely to remain volatile.
Over the past few years, the NASDAQ Stock Market and the Prime Standard of the Frankfurt
Exchange have experienced significant price and volume fluctuations that have particularly affected
the market prices of the stocks of technology companies. Volatility in our stock price on either or
both exchanges may result from a number of factors, including, among others:
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low volumes of trading activity in our stock, particular in the U.S.; |
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variations in our or our competitors financial and/or operational results; |
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the fluctuation in market value of comparable companies in any of our markets; |
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expected, perceived or announced relationships or transactions with third parties; |
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comments and forecasts by securities analysts; |
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trading patterns of our stock on the NASDAQ Stock Market or Prime Standard of the
Frankfurt Stock Exchange; |
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the inclusion or removal of our stock from market indices, such as groups of
technology stocks or other indices; |
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loss of key personnel; |
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announcements of technological innovations or new products by us or our competitors; |
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announcements of dispositions, organizational restructuring, headcount reductions,
litigation or write-off of investments; |
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litigation developments; and |
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general market downturns. |
In the past, companies that have experienced volatility in the market price of their stock
have been the object of securities class action litigation. If we were the object of securities
class action litigation, it could result in substantial costs and a diversion of our managements
attention and resources.
A significant portion of our sales typically comes from a small number of customers and the loss
of one or more of these customers or variability in the timing of orders could negatively impact
our operating results.
Our products are generally targeted at OEM customers in the consumer electronics, digital
photography and computer industries, as well as the government sector and corporate enterprises.
Sales to a relatively small number of customers historically have accounted for a significant
percentage of our revenues. Sales to our top ten customers accounted for approximately 57% of
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revenue in the first nine months of 2007 and 53% of revenue in fiscal 2006. We expect that
sales of our products to a relatively small number of customers will continue to account for a high
percentage of our total sales for the foreseeable future, particularly in our Flash Media Reader
business, where two customers have historically accounted for approximately 65% of our business.
The loss of a customer or reduction of orders from a significant customer, including those due to
product performance issues, changes in customer buying patterns, or market, economic or competitive
conditions in our market segments, could significantly lower our revenues in any period and would
increase our dependence on a smaller group of our remaining customers. For example, in the second
quarter of 2007, we experienced a significant reduction in sales of our Flash Media Reader products
due to a significant reduction in orders from one of our two major customers in this business,
which we believe was the result of significantly reduced demand in the customers end markets.
Variations in the timing or patterns of customer orders could also increase our dependence on other
customers in any particular period. Dependence on a small number of customers and variations in
order levels period to period could result in decreased revenues, decreased margins, and/or
inventory or receivables write-offs and otherwise harm our business and operating results.
Sales of our products depend on the development of emerging applications in our target markets.
We sell our products primarily to address emerging applications that have not yet reached a
stage of mass adoption or deployment. For example, we sell our smart card readers for use in
e-passport programs in Europe and for authentication of personnel within various U.S. government
agencies, both of which are new applications that are not yet widely implemented. If demand for
products for applications such as these does not develop further and grow sufficiently, our revenue
and gross profit margins could decline or fail to grow. For example, in the second quarter of 2007
we experienced lower sales of our PC Security products in Europe as a result of delays in smart
card programs such as e-passport. We cannot predict the future growth rate, if any, or size or
composition of the market for any of our products. Our target markets have not consistently grown
or developed as quickly as we had expected, and we have experienced delays in the development of
new products designed to take advantage of new market opportunities. Since new target markets are
still evolving, it is difficult to assess the competitive environment or the size of the market
that may develop. The demand and market acceptance for our products, as is common for new
technologies, is subject to high levels of uncertainty and risk and may be influenced by various
factors, including, but not limited to, the following:
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general economic conditions; |
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the ability of our competitors to develop and market competitive solutions for
emerging applications in our target markets and our ability to win business in advance of
and against such competition; |
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the adoption and/or continuation of industry or government regulations or policies
requiring the use of products such as our smart card readers; |
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the timing of adoption of smart cards by the U.S. and other governments, European
banks and other enterprises for large scale security programs beyond those in place today; |
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the ability of financial institutions, corporate enterprises, the U.S. government and
other governments to agree on industry specifications and to develop and deploy smart
card-based applications that will drive demand for smart card readers such as ours; and |
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the ability of high capacity flash memory cards to drive demand for digital media
readers, such as ours, that enable rapid transfer of large amounts of data, for example
digital photographs. |
Our products may have defects, which could damage our reputation, decrease market acceptance of
our products, cause us to lose customers and revenue and result in costly litigation or liability.
Products such as our smart card readers and digital media readers may contain defects for many
reasons, including defective design or manufacture, defective material or software interoperability
issues. Often, these defects are not detected until after the products have been shipped. If any of
our products contain defects or perceived defects or have reliability, quality or compatibility
problems or perceived problems, our reputation might be damaged significantly, we could lose or
experience a delay in market acceptance of the affected product or products and we might be unable
to retain existing customers or attract new customers. In addition, these defects could interrupt
or delay sales or our ability to recognize revenue for products shipped. In the event of an actual
or perceived defect or other problem, we may need to invest significant capital, technical,
managerial and other resources to investigate and correct the potential defect or problem and
potentially divert these resources from other development efforts. If we are unable to provide a
solution to the potential defect or problem that is acceptable to our customers, we may be required
to
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incur substantial product recall, repair and replacement and even litigation costs. These
costs could have a material adverse effect on our business and operating results.
We provide warranties on certain product sales, which range from twelve to twenty-four months,
and allowances for estimated warranty costs are recorded during the period of sale. The
determination of such allowances requires us to make estimates of product return rates and expected
costs to repair or to replace the products under warranty. We currently establish warranty reserves
based on historical warranty costs for each product line combined with liability estimates based on
the prior twelve months sales activities. If actual return rates and/or repair and replacement
costs differ significantly from our estimates, adjustments to recognize additional cost of sales
may be required in future periods.
In addition, because our customers rely on our PC Security products to prevent unauthorized
access to PCs, networks or facilities, a malfunction of or design defect in our products (or even a
perceived defect) could result in legal or warranty claims against us for damages resulting from
security breaches. If such claims are adversely decided against us, the potential liability could
be substantial and have a material adverse effect on our business and operating results.
Furthermore, the publicity associated with any such claim, whether or not decided against us, could
adversely affect our reputation. In addition, a well-publicized security breach involving smart
card-based or other security systems could adversely affect the markets perception of products
like ours in general, or our products in particular, regardless of whether the breach is actual or
attributable to our products. Any of the foregoing events could cause demand for our products to
decline, which would cause our business and operating results to suffer.
If we do not accurately anticipate the correct mix of products that will be sold, we may be
required to record charges related to excess inventories.
Due to the unpredictable nature of the demand for our products, we are required to place
orders with our suppliers for components, finished products and services in advance of actual
customer commitments to purchase these products. Significant unanticipated fluctuations in demand
could result in costly excess production or inventories. In order to minimize the negative
financial impact of excess production, we may be required to significantly reduce the sales price
of the product to increase demand, which in turn could result in a reduction in the value of the
original inventory purchase. If we were to determine that we could not utilize or sell this
inventory, we may be required to write down its value, which we have done in the past. Writing down
inventory or reducing product prices could adversely impact our cost of revenues and financial
condition.
Our business could suffer if our third-party manufacturers cannot meet production requirements.
Our products are manufactured outside the United States by contract manufacturers. Our
reliance on foreign manufacturing poses a number of risks, including, but not limited to:
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difficulties in staffing; |
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currency fluctuations; |
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potentially adverse tax consequences; |
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unexpected changes in regulatory requirements; |
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tariffs and other trade barriers; |
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political and economic instability; |
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lack of control over the manufacturing process and ultimately over the quality of our
products; |
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late delivery of our products, whether because of limited access to our product
components, transportation delays and interruptions, difficulties in staffing, or
disruptions such as natural disasters; |
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capacity limitations of our manufacturers, particularly in the context of new large
contracts for our products, whether because our manufacturers lack the required capacity
or are unwilling to produce the quantities we desire; and |
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obsolescence of our hardware products at the end of the manufacturing cycle. |
The exclusive use of contract manufacturing limits flexibility in our operations and requires
us to exercise strong planning and management in order to ensure that our products are manufactured
on schedule, to correct specifications and to a high standard of quality. If any of our contract
manufacturers cannot meet our production requirements, we may be required to rely on other contract
manufacturing sources or identify and qualify new contract manufacturers. We may be unable to
identify or qualify
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new contract manufacturers in a timely manner or at all or with reasonable terms and these new
manufacturers may not allocate sufficient capacity to us in order to meet our requirements. Any
significant delay in our ability to obtain adequate supplies of our products from our current or
alternative manufacturers would materially and adversely affect our business and operating results.
In addition, if we are not successful at managing the contract manufacturing process, the quality
of our products could be jeopardized or inventories could be too low or too high, which could
result in damage to our reputation with our customers and in the marketplace, as well as possible
write-offs of excess inventory.
We have a limited number of suppliers of key components, and may experience difficulties in
obtaining components for which there is significant demand.
We rely upon a limited number of suppliers of several key components of our products. For
example, we currently utilize the foundry services of Atmel and Samsung to produce our ASICs for
smart cards readers; we use chips and antenna components from Philips in our contactless smart card
readers; and we use various mechanical components in our smart card readers from TaiSol
Electronics. Our reliance on a limited number of suppliers may expose us to various risks
including, without limitation, an inadequate supply of components, price increases, late deliveries
and poor component quality. This could result in components not being available to us in a timely
manner or at all, particularly if larger companies have ordered more significant volumes of those
components, or in higher prices being charged for components. Disruption or termination of the
supply of components or software used in our products could delay shipments of these products.
These delays could have a material adverse effect on our business and operating results and could
also damage relationships with current and prospective customers.
Our future success will depend on our ability to keep pace with technological change and meet the
needs of our target markets and customers.
The markets for our products are characterized by rapidly changing technology and the need to
meet market requirements and to differentiate our products through technological enhancements, and
in some cases, price. Our customers needs change, new technologies are introduced into the market,
and industry standards are still evolving. As a result, product life cycles are often short and
difficult to predict, and frequently we must develop new products quickly in order to remain
competitive in light of new market requirements. Rapid changes in technology, or the adoption of
new industry standards, could render our existing products obsolete and unmarketable. If a product
is deemed to be obsolete or unmarketable, then we might have to reduce revenue expectations or
write down inventories for that product.
Our future success will depend upon our ability to enhance our current products and to develop
and introduce new products with clearly differentiated benefits that address the increasingly
sophisticated needs of our customers and that keep pace with technological developments, new
competitive product offerings and emerging industry standards. We must be able to demonstrate that
our products have features or functions that are clearly differentiated from existing or
anticipated competitive offerings, or we may be unsuccessful in selling these products. In
addition, in cases where we are selected to supply products based on features or capabilities that
are still under development, we must be able to complete our product design and delivery process on
a timely basis, or risk losing current and any future revenue from those products. In developing
our products, we must collaborate closely with our customers, suppliers and other strategic
partners to ensure that critical development, marketing and distribution projects proceed in a
coordinated manner. Also, this collaboration is important because these relationships increase our
exposure to information necessary to anticipate trends and plan product development. If any of our
current relationships terminate or otherwise deteriorate, or if we are unable to enter into future
alliances that provide us with comparable insight into market trends, our product development and
marketing efforts may be adversely affected, and we could lose sales. We expect that our product
development efforts will continue to require substantial investments and we may not have sufficient
resources to make the necessary investments.
In some cases, we depend upon partners who provide one or more components of the overall
solution for a customer in conjunction with our products. If our partners do not adapt their
products and technologies to new market or distribution requirements, or if their products do not
work well, then we may not be able to sell our products into certain markets.
Because we operate in markets for which industry-wide standards have not yet been fully set,
it is possible that any standards eventually adopted could prove disadvantageous to or incompatible
with our business model and product lines. If any of the standards supported by us do not achieve
or sustain market acceptance, our business and operating results would be materially and adversely
affected.
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Our markets are highly competitive.
The markets for our products are competitive and characterized by rapidly changing technology.
We believe that the principal competitive factors affecting the markets for our products include:
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the extent to which products must support existing industry standards and provide
interoperability; |
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the extent to which standards are widely adopted and product interoperability is
required within industry segments; |
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the extent to which products are differentiated based on technical features, quality
and reliability, ease of use, strength of distribution channels and price; and |
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the ability of suppliers to develop new products quickly to satisfy new market and
customer requirements. |
We currently experience competition from a number of companies in each of our target market
segments and we believe that competition in our markets is likely to intensify as a result of
anticipated increased demand for secure digital access products. We may not be successful in
competing against offerings from other companies and could lose business as a result.
We also experience indirect competition from certain of our customers who currently offer
alternative products or are expected to introduce competitive products in the future. For example,
we sell our products to many OEMs who incorporate our products into their offerings or who resell
our products in order to provide a more complete solution to their customers. If our OEM customers
develop their own products to replace ours, this would result in a loss of sales to those
customers, as well as increased competition for our products in the marketplace. In addition, these
OEM customers could cancel outstanding orders for our products, which could cause us to write down
inventory already designated for those customers. We may in the future face competition from these
and other parties that develop digital data security products based upon approaches similar to or
different from those employed by us. In addition, the market for digital information security and
access control products may ultimately be dominated by approaches other than the approach marketed
by us.
Many of our current and potential competitors have significantly greater financial, technical,
marketing, purchasing and other resources than we do. As a result, our competitors may be able to
respond more quickly to new or emerging technologies or standards and to changes in customer
requirements. Our competitors may also be able to devote greater resources to the development,
promotion and sale of products and may be able to deliver competitive products at a lower end user
price. Current and potential competitors have established or may establish cooperative
relationships among themselves or with third parties to increase the ability of their products to
address the needs of our prospective customers. Therefore, new competitors, or alliances among
competitors, may emerge and rapidly acquire significant market share. Increased competition is
likely to result in price reductions, reduced operating margins and loss of market share.
Sales of our smart card readers to the U.S. government are impacted by uncertainty of timelines
and budgetary allocations, as well as by the delay of standards for information technology (IT)
projects.
Historically, we have sold a significant proportion of our PC Security products to the
U.S. government and we anticipate that a significant portion of our future revenues will continue
to come from this sector. The timing of U.S. government smart card projects is not always certain.
For example, budget freezes during the second quarter of 2007 resulted in delayed orders for our
smart card reader products. While the U.S. government has announced plans for several new smart
card-based security projects, few have yet reached a stage of sustained high volume card or reader
deployment, in part due to delays in reaching agreement on specifications for a new federally
mandated set of identity credentials. In addition, government expenditures on IT projects have
varied in the past and we expect them to vary in the future. As a result of shifting priorities in
the federal budget and in the Department of Homeland Security, U.S. government spending may be
reallocated away from IT projects, such as smart card deployments. The slowing or delay of
government projects for any reason could negatively impact our sales.
We may have to take back unsold inventory from our customers.
If demand is less than anticipated, customers may ask that we accept returned products that
they do not believe they can sell. We may determine that it is in our best interest to accept
returns in order to maintain good relations with our customers. Returns may increase beyond present
levels in the future. Once these products have been returned, we may be required to take additional
inventory reserves to reflect the decreased market value of slow-selling returned inventory, even
if the products are in good working order.
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Large stock holdings outside the U.S. make it difficult for us to achieve quorum at stockholder
meetings and this could restrict, delay or prevent our ability to implement future corporate
actions, as well as have other effects, such as the delisting of our stock from the NASDAQ Stock
Market.
To achieve a quorum at a regular or special stockholder meeting, at least one-third of all
shares of our stock entitled to vote must be present at such a meeting in person or by proxy. As of
September 11, 2007, the record date for our 2007 Annual Meeting of Stockholders, approximately
two-thirds of our shares outstanding were held by retail stockholders in Germany, through German
banks and brokers. Securities regulations and customs in Germany result in very few German banks
and brokers providing our proxy materials to our stockholders in Germany and in very few German
stockholders voting their shares even when they do receive such materials. In addition, the absence
of a routine broker non-vote in Germany typically requires the stockholder to return the proxy
card to us before the votes it represents can be counted for purposes of establishing a quorum.
We expect that a significant percentage of our shares will continue to be held by retail
stockholders in Germany through German banks and brokers. As a result, it is often difficult and
costly for us, and requires considerable management resources, to achieve a quorum at annual and
special meetings of our stockholders, if we are able to do so at all. For example, because of the
large pool of shares in Germany that were not voted, we had to adjourn our 2006 Annual Meeting of
Stockholders from its original date of October 6, 2006, until November 3, 2006, in order to solicit
enough votes to achieve quorum. This resulted in additional cost and diversion of management
resources from our operations. We may not be successful in obtaining proxies from a sufficient
number of our stockholders to constitute a quorum in the future. If we are unable to achieve a
quorum at a future annual or special meeting of our stockholders, corporate actions requiring
stockholder approval could be restricted, delayed or even prevented. These include, but are not
limited to, actions and transactions that may be of benefit to our stockholders, part of our
strategic plan or necessary for our corporate governance, such as corporate mergers, acquisitions,
dispositions, sales or reorganizations, financings, stock incentive plans or the election of
directors. Even if we are able to achieve a quorum for a particular meeting, some of these actions
or transactions require the approval of a majority of the total number of our shares then
outstanding, and we may not be successful in obtaining such approval.
While we were successful in achieving quorum for our November 2007 Annual Meeting of
Stockholders, the failure to hold an annual meeting of stockholders may result in our being out of
compliance with Delaware law and the qualitative listing requirements of the NASDAQ Stock Market,
each of which requires us to hold an annual meeting of our stockholders. Our inability to obtain a
quorum at any such meeting may not be an adequate excuse for such failure. Lack of compliance with
the qualitative listing requirements of the NASDAQ Stock Market could result in the delisting of
our common stock on the NASDAQ Stock Market. Either of these events would divert managements
attention from our operations and would likely be costly and could also have an adverse effect on
the trading price of our common stock.
We have global operations, which require significant financial, managerial and administrative
resources.
Our business model includes the management of separate product lines that address disparate
market opportunities that are geographically dispersed. While there is some shared technology
across our products, each product line requires significant research and development effort to
address the evolving needs of our customers and markets. To support our development and sales
efforts, we maintain company offices and business operations in several locations around the world,
including Germany, India, Japan and the United States. We also must manage contract manufacturers
in Singapore and China. Managing our various development, sales, administrative and manufacturing
operations places a significant burden on our financial systems and has resulted in a level of
operational spending that is disproportionately high compared to our current revenue levels.
Operating in diverse geographic locations also imposes significant burdens on our managerial
resources. In particular, our management must:
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divert a significant amount of time and energy to manage employees and contractors
from diverse cultural backgrounds and who speak different languages; |
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travel between our different company offices; |
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maintain sufficient internal financial controls in multiple geographic locations that
may have different control environments; |
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manage different product lines for different markets; |
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manage our supply and distribution channels across different countries and business
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coordinate these efforts to produce an integrated business effort, focus and vision. |
Any failure to effectively manage our operations globally could have a material adverse effect
on our business and operating results.
We conduct a significant portion of our operations outside the United States. Economic, political,
regulatory and other risks associated with international sales and operations could have an
adverse effect on our results of operation.
In addition to our corporate headquarters being located in Germany, we conduct a substantial
portion of our business in Europe and Asia. Approximately 53% of our revenue for the first nine
months of 2007 and approximately 57% of our revenue for the year ended December 31, 2006 were
derived from customers located outside the United States. Because a significant number of our
principal customers are located in other countries, we anticipate that international sales will
continue to account for a substantial portion of our revenues. As a result, a significant portion
of our sales and operations may continue to be subject to risks associated with foreign operations,
any of which could impact our sales and/or our operational performance. These risks include, but
are not limited to:
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changes in foreign currency exchange rates; |
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changes in a specific countrys or regions political or economic conditions and
stability, particularly in emerging markets; |
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unexpected changes in foreign laws and regulatory requirements; |
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potentially adverse tax consequences; |
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longer accounts receivable collection cycles; |
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difficulty in managing widespread sales and manufacturing operations; and |
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less effective protection of intellectual property. |
Fluctuations in the valuation of foreign currencies could result in currency exchange losses.
A significant portion of our business is conducted in foreign currencies, principally the
euro. Fluctuations in the value of foreign currencies relative to the U.S. dollar will continue to
cause currency exchange gains and losses. We cannot predict the effect of exchange rate
fluctuations upon future quarterly and annual operating results. We may experience currency losses
in the future. To date, we have not adopted a hedging program to protect us from risks associated
with foreign currency fluctuations.
Our key personnel and directors are critical to our business, and such key personnel may not
remain with us in the future.
We depend on the continued employment of our senior executive officers and other key
management and technical personnel. If any of our key personnel were to leave and not be replaced
with sufficiently qualified and experienced personnel, our business could be adversely affected.
We also believe that our future success will depend in large part on our ability to attract
and retain highly qualified technical and management personnel. However, competition for such
personnel is intense. We may not be able to retain our key technical and management employees or to
attract, assimilate or retain other highly qualified technical and management personnel in the
future. If we are not able to attract and retain qualified board members, our ability to practice a
high level of corporate governance could be impaired
Likewise, as a small, dual-traded company, we are challenged to identify, attract and retain
experienced professionals with diverse skills and backgrounds who are qualified and willing to
serve on our Board of Directors. The increased burden of regulatory compliance under the
Sarbanes-Oxley Act of 2002 creates additional liability and exposure for directors and financial
losses in our business and lack of growth in our stock price make it difficult for us to offer
attractive director compensation packages.
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We are subject to a lengthy sales cycle and additional delays could result in significant
fluctuations in our quarterly operating results.
Our initial sales cycle for a new customer usually takes a minimum of six to nine months.
During this sales cycle, we may expend substantial financial and managerial resources with no
assurance that a sale will ultimately result. The length of a new customers sales cycle depends on
a number of factors, many of which we may not be able to control. These factors include the
customers product and technical requirements and the level of competition we face for that
customers business. Any delays in the sales cycle for new customers could delay or reduce our
receipt of new revenue and could cause us to expend more resources to obtain new customer wins. If
we are unsuccessful in managing sales cycles, our business could be adversely affected.
We face risks associated with strategic transactions.
A component of our ongoing business strategy is to seek to buy businesses, products and
technologies that complement or augment our existing businesses, products and technologies. We have
in the past acquired or made, and from time to time in the future may acquire or make, investments
in companies, products and technologies that we believe are complementary to our existing
businesses, products and technologies. Any future acquisition could expose us to significant risks,
including, without limitation, the use of our limited cash balances or potentially dilutive stock
offerings to fund such acquisitions; costs of any necessary financing, which may not be available
on reasonable terms or at all; accounting charges we might incur in connection with such
acquisitions; the difficulty and expense of integrating personnel, technologies, customer, supplier
and distributor relationships, marketing efforts and facilities acquired through acquisitions;
diversion of our management resources; failure to realize anticipated benefits; costly fees for
legal and transaction-related services; and the unanticipated assumption of liabilities. Any of the
foregoing could have a material adverse effect on our financial condition and results of
operations. We may not be successful with any such acquisition.
Our business strategy also contemplates divesting portions of our business from time to time,
if and when we believe we would be able to realize greater value for our stockholders in so doing.
We have in the past sold, and may from time to time in the future sell, all or one or more portions
of our business. Any divestiture or disposition could expose us to significant risks, including,
without limitation, costly fees for legal and transaction-related services; diversion of management
resources; loss of key personnel; and reduction in revenue. Further, we may be required to retain
or indemnify the buyer against certain liabilities and obligations in connection with any such
divestiture or disposition and we may also become subject to third party claims arising out of
divestiture or disposition. In addition, any such divestiture or disposition could result in our
recognition of an operating loss to the extent that the proceeds received by us in the divestiture
or disposition are less than the book value of the assets sold. Failure to overcome these risks
could have a material adverse effect on our financial condition and results of operations.
We may be exposed to risks of intellectual property infringement by third parties.
Our success depends significantly upon our proprietary technology. We currently rely on a
combination of patent, copyright and trademark laws, trade secrets, confidentiality agreements and
contractual provisions to protect our proprietary rights, which afford only limited protection. We
may not be successful in protecting our proprietary technology through patents, it is possible that
no new patents will be issued, that our proprietary products or technologies are not patentable or
that any issued patent will fail to provide us with any competitive advantages.
There has been a great deal of litigation in the technology industry regarding intellectual
property rights, and from time to time we may be required to use litigation to protect our
proprietary technology. This may result in our incurring substantial costs and we may not be
successful in any such litigation.
Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to
copy aspects of our products or to use our proprietary information and software without
authorization. In addition, the laws of some foreign countries do not protect proprietary and
intellectual property rights to the same extent as do the laws of the United States. Because many
of our products are sold and a significant portion of our business is conducted outside the United
States, our exposure to intellectual property risks may be higher. Our means of protecting our
proprietary and intellectual property rights may not be adequate. There is a risk that our
competitors will independently develop similar technology or duplicate our products or design
around patents or other intellectual property rights. If we are unsuccessful in protecting our
intellectual property or our products or technologies are duplicated by others, our business could
be harmed.
37
Changes to financial accounting standards may affect our results of operations and cause us to
change our business practices.
We prepare our financial statements to conform with generally accepted accounting principles,
or GAAP, in the United States. These accounting principles are subject to interpretation by the
Financial Standards Accounting Board, the American Institute of Certified Public Accountants, the
Securities and Exchange Commission and various other bodies formed to interpret and create
appropriate accounting rules and policies. A change in those rules or policies could have a
significant effect on our reported results and may affect our reporting of transactions completed
before a change is announced. For example, under SFAS No. 123(R). Share-Based Payment (SFAS
123(R)), as of January 1, 2006 we were required to apply certain expense recognition provisions to
share-based payments to employees using the fair value method. Adoption of SFAS 123R resulted in
our recording stock option compensation expense of $0.6 million in the first nine months of 2007.
See Note 2 to our consolidated financial statements attached to the Annual Report on Form 10-K for
the expense disclosures under SFAS 123(R). Any other changes in accounting policies in the future
may also result in significant accounting charges..
We face costs and risks associated with maintaining effective internal controls over financial
reporting.
Under Section 302 of the Sarbanes-Oxley Act of 2002, on a quarterly basis our management is
required to make certain certifications regarding our disclosure controls and internal controls
over financial reporting. The process of maintaining and evaluating the effectiveness of these
controls is expensive, time-consuming and requires significant attention from our management and
staff. We have found a material weakness in our internal controls in the past and we cannot be
certain in the future that we will be able to report that our controls are without material
weakness or to complete our evaluation of those controls in a timely fashion.
If we fail to maintain an effective system of disclosure controls or internal control over
financial reporting, we may discover material weaknesses that we would then be required to
disclose. We may not be able to accurately or timely report on our financial results, and we might
be subject to investigation by regulatory authorities. As a result, the financial position of our
business could be harmed; current and potential future shareholders could lose confidence in us
and/or our reported financial results, which may cause a negative effect on the trading price of
our common stock; and we could be exposed to litigation or regulatory proceedings, which may be
costly or divert management attention.
In addition, all internal control systems, no matter how well designed, have inherent
limitations. Therefore, even those systems determined to be effective can provide only reasonable
assurance with respect to the preparation and presentation of financial statements. Projections of
any evaluation of controls effectiveness to future periods are subject to risks. Over time,
controls may become inadequate because of changes in conditions or deterioration in the degree of
compliance with policies or procedures.
We face risks from litigation.
From time to time, we may be subject to litigation, which could include claims regarding
infringement of the intellectual property rights of third parties, product defects,
employment-related claims, and claims related to acquisitions, dispositions or restructurings. Any
such claims or litigation may be time-consuming and costly, divert management resources, cause
product shipment delays, require us to redesign our products, require us to accept returns of
products and to write off inventory, or have other adverse effects on our business. Any of the
foregoing could have a material adverse effect on our results of operations and could require us to
pay significant monetary damages.
We expect the likelihood of intellectual property infringement and misappropriation claims may
increase as the number of products and competitors in our markets grows and as we increasingly
incorporate third-party technology into our products. As a result of infringement claims, we could
be required to license intellectual property from a third party or redesign our products. Licenses
may not be offered when we need them or on acceptable terms. If we do obtain licenses from third
parties, we may be required to pay license fees or royalty payments or we may be required to
license some of our intellectual property to others in return for such licenses. If we are unable
to obtain a license that is necessary for us or our third party manufacturers to manufacture our
allegedly infringing products, we could be required to suspend the manufacture of products or stop
our suppliers from using processes that may infringe the rights of third parties. We may also be
unsuccessful in redesigning our products. Our suppliers and customers may be subject to
infringement claims based on intellectual property included in our products. We have historically
agreed to indemnify our suppliers and customers for patent infringement claims relating to our
products. The scope of this indemnity varies, but may, in some instances, include indemnification
for damages and expenses, including attorneys fees. We may periodically engage in litigation as a
result of these indemnification obligations. Our insurance policies exclude coverage for
third-party claims for patent infringement.
38
We are exposed to credit risk on our accounts receivable. This risk is heightened in times of
economic weakness.
We distribute our products both through third-party resellers and directly to certain
customers. A substantial majority of our outstanding trade receivables are not covered by
collateral or credit insurance. We may not be able to monitor and limit our exposure to credit risk
on our trade and non-trade receivables, we may not be effective in limiting credit risk and
avoiding losses. Additionally, if the global economy and regional economies deteriorate, one or
more of our customers could experience a weakened financial condition and we could incur a material
loss or losses as a result.
Provisions in our agreements, charter documents, Delaware law and our rights plan may delay or
prevent our acquisition by another company, which could decrease the value of your shares.
Our certificate of incorporation and bylaws and Delaware law contain provisions that could
make it more difficult for a third party to acquire us or enter into a material transaction with us
without the consent of our Board of Directors. These provisions include a classified Board of
Directors and limitations on actions by our stockholders by written consent. Delaware law imposes
some restrictions on mergers and other business combinations between us and any holder of 15% or
more of our outstanding common stock. In addition, our Board of Directors has the right to issue
preferred stock without stockholder approval, which could be used to dilute the stock ownership of
a potential hostile acquirer.
We have adopted a stockholder rights plan. The triggering and exercise of the rights would
cause substantial dilution to a person or group that attempts to acquire us on terms or in a manner
not approved by our Board of Directors, except pursuant to an offer conditioned upon redemption of
the rights. While the rights are not intended to prevent a takeover of our company, they may have
the effect of rendering more difficult or discouraging an acquisition of us that was deemed to be
undesirable by our Board of Directors.
These provisions will apply even if the offer were to be considered adequate by some of our
stockholders. Also, because these provisions may be deemed to discourage a change of control, they
could decrease the value of our common stock.
You may experience dilution of your ownership interests due to the future issuance of additional
shares of our stock, and future sales of shares of our common stock could have an adverse effect on
our stock price.
From time to time, in the future we may issue previously authorized and unissued securities,
resulting in the dilution of the ownership interests of our current stockholders. We are currently
authorized to issue up to 40,000,000 shares of common stock. As of October 31, 2007, 15,735,615
shares of common stock were outstanding.
As of September 30, 2007, we had approximately 0.1 million shares of common stock reserved for
future issuance of stock options under our 2000 stock option plan and 1.8 million shares of common
stock were reserved subject to exercise of outstanding options under
our 2000 stock option plan and our
now expired 1997 and director stock option plans. In addition, our Board of Directors and our
stockholders have approved a new stock option plan with 1.5 million shares of common stock reserved for
issuance under such plan. We may issue additional shares of our common stock or other securities
that are convertible into or exercisable for common stock in connection with the hiring of
personnel, future acquisitions, future private placements, or future public offerings of our
securities for capital raising or for other business purposes. If we issue additional securities,
the aggregate percentage ownership of our existing stockholders will be reduced. In addition, any
new securities that we issue may have rights senior to those of our common stock.
In addition, the potential issuance of additional shares of common stock or preferred stock,
or the perception that such issuances could occur, may create downward pressure on the trading
price of our common stock.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None
Item 3. Defaults upon Senior Securities.
None
39
Item 4. Submission of Matters to a Vote of Security Holders.
At our Annual Meeting on November 9, 2007, the following matters were acted upon by the
stockholders of the Company:
|
1. |
|
The election of Hagen Hultzsch as a Class III director of the Company, to hold office
for a three-year term or until a successor is elected and qualified; |
|
|
2. |
|
Approval of the Companys 2007 Stock Option Plan; and |
|
|
3. |
|
Ratification of the appointment of Deloitte & Touche as independent registered public
accountants of the Company for the fiscal year ending December 31, 2007. |
The number of shares of our common stock outstanding and entitled to vote at our 2007 Annual
Meeting was 15,735,615 and 6,022,715 shares were represented in person or by proxy at the Annual
Meeting on November 9, 2007, constituting a quorum, which is defined as one-third of shares
eligible to vote. The results of the voting on each of the matters presented to stockholders at the
Annual Meeting are set forth below:
|
|
|
|
|
|
|
|
|
1. Election of Directors |
|
Votes For |
|
Votes Withheld |
Hagen Hultzsch |
|
5,764,401 |
|
258,314 |
|
|
|
|
|
|
|
|
|
Votes For |
|
Votes Against |
|
Votes Abstained |
2. Approval of 2007 Stock Option Plan
|
|
4,536,141
|
|
655,171
|
|
13,069 |
|
|
|
|
|
|
|
3. Ratification of Independent Auditors
|
|
6,005,700
|
|
11,135
|
|
5,880 |
Item 5. Other Information.
None
Item 6. Exhibits
Exhibits are listed on the Index to Exhibits at the end of this Quarterly Report. The exhibits
required by Item 601 of Regulation S-K, listed on such Index in response to this Item, are
incorporated herein by reference.
40
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.
|
|
|
|
|
Registrant
SCM MICROSYSTEMS, INC.
|
|
November 13, 2007 |
/s/ Felix Marx
|
|
|
Felix Marx |
|
|
Chief Executive Officer |
|
|
|
|
|
November 13, 2007 |
/s/ Stephan Rohaly
|
|
|
Stephan Rohaly |
|
|
Chief Financial Officer and Secretary |
|
|
41
EXHIBIT INDEX
|
|
|
Exhibit |
|
|
Number |
|
Description of Document |
|
|
|
3.1(1)
|
|
Fourth Amended and Restated Certificate of Incorporation. |
|
|
|
3.2(5)
|
|
Amended and Restated Bylaws of Registrant. |
|
|
|
3.3(6)
|
|
Certificate of Designation of Rights, Preferences and Privileges of Series A
Participating Preferred Stock of SCM Microsystems, Inc. |
|
|
|
4.1(1)
|
|
Form of Registrants Common Stock Certificate. |
|
|
|
4.2(6)
|
|
Preferred Stock Rights Agreement, dated as of November 8, 2002, between SCM
Microsystems, Inc. and American Stock Transfer and Trust Company. |
|
|
|
10.1(1)*
|
|
Form of Director and Officer Indemnification Agreement. |
|
|
|
10.2(8)*
|
|
Amended 1997 Stock Plan. |
|
|
|
10.3(1)*
|
|
1997 Employee Stock Purchase Plan. |
|
|
|
10.4(1)*
|
|
1997 Director Option Plan. |
|
|
|
10.5(1)*
|
|
1997 Stock Option Plan for French Employees. |
|
|
|
10.6(1)*
|
|
1997 Employee Stock Purchase Plan for Non-U.S. Employees. |
|
|
|
10.7(2)*
|
|
2000 Non-statutory Stock Option Plan. |
|
|
|
10.8(2)*
|
|
Dazzle Multimedia, Inc. 1998 Stock Plan. |
|
|
|
10.9(2)*
|
|
Dazzle Multimedia, Inc. 2000 Stock Option Plan. |
|
|
|
10.10(3)
|
|
Sublease Agreement, dated December 14, 2000 between Microtech International and Golden
Goose LLC. |
|
|
|
10.11(1)*
|
|
Form of Employment Agreement between SCM Microsystems GmbH and Robert Schneider. |
|
|
|
10.12(4)
|
|
Tenancy Agreement dated August 31, 2001 between SCM Microsystems GmbH and Claus Czaika. |
|
|
|
10.13(11)
|
|
Shuttle Technology Group Unapproved Share Option Scheme. |
|
|
|
10.14(12)*
|
|
Form of Employment Agreement between SCM Microsystems GmbH and Colas Overkott. |
42
|
|
|
Exhibit |
|
|
Number |
|
Description of Document |
|
|
|
10.15(13)*
|
|
Description of Executive Compensation Arrangement. |
|
|
|
10.16(14)*
|
|
Management by Objective (MBO) Bonus Program Guide. |
|
|
|
10.17(15)*
|
|
Bonus Agreement between SCM Microsystems and Colas Overkott dated January 13, 2006. |
|
|
|
10.18(15)*
|
|
Separation Agreement between SCM Microsystems and Colas Overkott dated January 13, 2006. |
|
|
|
10.19(15)*
|
|
Employment Agreement between SCM Microsystems and Steven L. Moore dated January 17, 2006. |
|
|
|
10.20(15)*
|
|
Separation Agreement between SCM Microsystems and Ingo Zankel dated January 27, 2006. |
|
|
|
10.21(15)*
|
|
Employment Agreement between SCM Microsystems and Stephan Rohaly dated March 14, 2006. |
|
|
|
10.22(16)
|
|
Purchase Agreement between SCM Microsystems and Kudelski S.A. |
|
|
|
10.23(17)*
|
|
Restrictive Covenant between Kudelski S.A. and Robert Schneider dated May 22, 2006. |
|
|
|
10.24(17)*
|
|
Amended Employment Agreement between SCM Microsystems GmbH and Robert Schneider dated
May 22, 2006. |
|
|
|
10.25(17)*
|
|
Amended Employment Agreement between SCM Microsystems GmbH and Dr. Manfred Mueller dated
June 8, 2006. |
|
|
|
10.26(16)
|
|
Lease dated July 15, 2006 between SCM Microsystems and Rreef America Reit II Corp. |
|
|
|
10.27(18)*
|
|
Supplementary Employment Agreement between SCM Microsystems GmbH and Stephan Rohaly
dated December 12, 2006. |
|
|
|
10.28(19)*
|
|
Resignation and Severance Agreement between Robert Schneider and SCM dated June 18, 2007. |
|
|
|
10.29(19)*
|
|
Consulting Agreement between Robert Schneider and SCM dated June 18, 2007. |
|
|
|
10.30(20)*
|
|
Employment Agreement between Felix Marx and SCM dated July 31, 2007. |
|
|
|
31.1
|
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities
Exchange Act of 1934. |
|
|
|
31.2
|
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities
Exchange Act of 1934. |
|
|
|
32
|
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002. |
|
|
|
(1) |
|
Filed previously as an exhibit to SCMs Registration Statement on Form S-1 (See SEC File No. 333-29073). |
|
(2) |
|
Filed previously as an exhibit to SCMs Registration Statement on Form S-8 (See SEC File No. 333-51792). |
43
|
|
|
(3) |
|
Filed previously as an exhibit to SCMs Annual Report on Form 10-K for the year ended December 31, 2000
(See SEC File No. 000-22689). |
|
(4) |
|
Filed previously as an exhibit to SCMs Annual Report on Form 10-K for the year ended December 31, 2001
(See SEC File No. 000-22689). |
|
(5) |
|
Filed previously as an exhibit to SCMs Quarterly Report on Form 10-Q for the quarter ended
September 30, 2002 (see SEC File No. 000-22689). |
|
(6) |
|
Filed previously as an exhibit to SCMs Registration Statement on Form 8-A (See SEC File No. 000-29440). |
|
(7) |
|
Filed previously as an exhibit to SCMs Quarterly Report on Form 10-Q for the quarter ended March 31,
2003 (see SEC File No. 000-29440). |
|
(8) |
|
Filed previously as an exhibit to SCMs Quarterly Report on Form 10-Q for the quarter ended June 30,
2003 (see SEC File No. 000-29440). |
|
(9) |
|
Filed previously as exhibit 99.1 to SCMs Current Report on Form 8-K, dated July 28, 2003 (see SEC File
No. 000-29440). |
|
(10) |
|
Filed previously as an exhibit to SCMs Quarterly Report on Form 10-Q for the quarter ended
September 30, 2003 (see SEC File No. 000-29440). |
|
(11) |
|
Filed previously as an exhibit to SCMs Registration Statement on Form S-8 (See SEC File No. 333-73061). |
|
(12) |
|
Filed previously as an exhibit to SCMs Quarterly Report on Form 10-Q for the quarter ended March 31,
2004 (see SEC File No. 000-29440). |
|
(13) |
|
Filed previously in the description of the Executive Compensation Arrangement set forth in SCMs
Current Report on Form 8-K, dated September 21, 2004 (see SEC File No. 000-29440). |
|
(14) |
|
Filed previously as an exhibit to SCMs Annual Report on Form 10-K for the year ended December 31, 2004
(See SEC File No. 000-29440). |
|
(15) |
|
Filed previously as an exhibit to SCMs Quarterly Report on Form 10-Q for the quarter ended March 31,
2006 (see SEC File No. 000-29440). |
|
(16) |
|
Filed previously as an exhibit to SCMs Annual Report on Form 10-K for the year ended December 31, 2006
(See SEC File No. 000-29440). |
|
(17) |
|
Filed previously as an exhibit to SCMs Quarterly Report on Form 10-Q for the quarter ended June 30,
2006 (see SEC File No. 000-29440). |
|
(18) |
|
Filed previously as an exhibit to SCMs Current Report on Form 8-K, dated December 18, 2006 (see SEC
File No. 000-29440). |
|
(19) |
|
Filed previously as an exhibit to SCMs Current Report on Form 8-K, dated June 19, 2007 (see SEC File
No. 000-29440). |
|
(20) |
|
Filed previously as an exhibit to SCMs Current Report on Form 8-K, dated August 1, 2007 (see SEC File
No. 000-29440). |
|
|
|
|
* |
|
Denotes management compensatory arrangement. |
44