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Entrust 8-K 2007

Documents found in this filing:

  1. 8-K
  2. Ex-99.1
  3. Graphic
  4. Graphic
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 23, 2007

 


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, 2007 and forward-looking statements relating to 2007 as presented in a press release of October 23, 2007. 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or hereafter filed under the Securities Act of 1933, as amended, except to the extent that such information is superseded by information as of a subsequent date that is included in or incorporated by reference into such registration statement.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 stock compensation expenses are non-cash items, their fair value in the financial statements is estimated, and the non-GAAP adjustment 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 the amortization of intangibles is a non-cash item, and 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 impairment charges are non-cash items that relate 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 the expenses are not generally known. However, 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 23, 2007, announcing financial results for the fiscal quarter ended September 30, 2007 (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 23, 2007     By:   /s/ David J. Wagner
        David J. Wagner
       

Senior Vice President, Finance and Chief

Financial Officer


EXHIBIT INDEX

 

Exhibit No.   

Description

99.1    Press Release dated October 23, 2007, announcing financial results for the fiscal quarter ended September 30, 2007 (furnished herewith).
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