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As Of Filer Filing For·On·As Docs:Size Issuer Agent 10/30/06 Entrust Inc 8-K:2,9 10/30/06 2:198K RR Donnelley/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 23K 2: EX-99.1 Press Release HTML 133K
| Form 8-K |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 30, 2006
ENTRUST, INC.
(Exact Name of Registrant as Specified in its Charter)
| Maryland | 000-24733 | 62-1670648 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| One Hanover Park, Suite 800 16633 Dallas Parkway Addison, Texas |
75001 | |
| (Address of Principal Executive Office) | (Zip Code) |
972-713-5800
(Registrant’s telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
Attached hereto as Exhibit 99.1 and incorporated by reference herein is financial information for Entrust, Inc. for the quarter ended September 30, 2006 and forward-looking statements relating to 2006 and the fourth quarter of 2006 as presented in a press release of October 30, 2006. The information in this Item 2.02 shall be deemed incorporated by reference into any registration statement heretofore or hereafter filed under the Securities Act of 1933, as amended, except to the extent that such information is superseded by information as of a subsequent date that is included in or incorporated by reference into such registration statement. The information in this Item 2.02 shall not be treated as filed for purposes of the Securities Exchange Act of 1934, as amended.
In addition to disclosing financial results calculated in accordance with U.S. generally accepted accounting principles (GAAP), the company’s earnings release contains non-GAAP financial measures. For non-GAAP financial measures presented in the earnings release, the most directly comparable financial measure is provided, along with a reconciliation of the differences between the non-GAAP financial measures. Additionally, the Company offers the following with respect to each non-GAAP adjustment item:
| • | The reasons why the company’s management believes theses non-GAAP financial measures provides useful information; and |
| • | If material, any additional purposes for which the company’s management uses the non-GAAP financial measure. |
Stock Compensation Expense
Management uses non-GAAP financial measures excluding Stock Compensation Expense for managerial assessment purposes, including as a means to compare prior periods and evaluate operational results. Internal management reports and reports to the Board of Directors present both the GAAP and non-GAAP measure. The trend of stock option expense is generally known and the plan details are fully disclosed in the Company’s notes to its financial statements and the Company’s critical accounting policies further discuss.
Management believes stock compensation expense non-GAAP adjustment is significant to investors because it is these are non-cash items, their fair value in the financial statements is estimated, and it allows comparability to prior periods for which they were not expensed under GAAP, prior to the implementation of SFAS 123R.
Amortization of Intangibles
Management excludes the amortization of intangibles when assessing and making decision regarding operational and R&D funding decisions. Management believes the non-GAAP adjustment is significant to investors because it is a non-cash item, the amount was determined as a result of a prior acquisition decision and is not indicative of future cash operating costs. Disclosure of this amount also allows investors to measure the amount of current funding in R&D. The trend of amortization is known and is detailed in the notes to the Company’s accounting statements.
Restructuring Charges
Management evaluates current operational performance by excluding restructuring charges, and as a means to compare prior periods which also exclude such charges. The Company believes the non-GAAP adjustment is significant to investors because it relates to an abandoned facility that was exited under a restructuring program. The change of estimate of sublease income is not indicative of future cash operations costs and it allows comparability to prior periods. The trend of restructuring expense is not generally known. However, the cash commitments and estimated recoveries are fully disclosed in the Company’s notes to its financial statements and the Company’s critical accounting policies further discuss the risks associated with the estimates.
Impairment of Strategic Investments
Management excludes impairment charges in its analysis of ongoing business operations, including both GAAP and non-GAAP measures in reports to the Board of Directors. Management also believes the non-GAAP adjustment is significant to investors because it is a non-cash item that relates to an investment made in prior periods, and not central to the company’s current operations or revenue stream. The impairments are not indicative of future cash operations costs and such disclosure allows comparability to prior periods. There is no trend of impairments as this expense is not generally known. The Company’s investments are fully disclosed in the Company’s notes to its financial statements and the Company’s critical accounting policies further discuss the risks associated with the estimates.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release dated October 30, 2006, announcing financial results for the fiscal quarter ended September 30, 2006 (furnished herewith). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ENTRUST, INC. | ||||
| Date: October 30, 2006 | By: | /s/ David J. Wagner | ||
| David J. Wagner | ||||
| Senior Vice President, Finance and | ||||
| Chief Financial Officer | ||||
| Exhibit No. | Description | |
| 99.1 | Press Release dated October 30, 2006, announcing financial results for the fiscal quarter ended September 30, 2006 (furnished herewith). | |
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
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| Filed on / For Period End: | 10/30/06 | |||
| 9/30/06 | 10-Q | |||
| List all Filings | ||||