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RSA Security Announces Second Quarter Results

  Company Generates Record Revenue of $94.4 Million and Record Bookings of
                               $108.7 Million
       Company To Host Conference Call This Afternoon at 4:30 p.m. ET

    BEDFORD, Mass., July 19 /PRNewswire-FirstCall/ -- RSA Security Inc.
(Nasdaq: RSAS) today reported financial results for the second quarter
ended June 30, 2006.
    Revenue for the second quarter of 2006 increased 23% to $94.4 million
from $76.5 million for the second quarter of 2005. Net income in accordance
with Generally Accepted Accounting Principles (GAAP) for the second quarter
of 2006 was $2.8 million, or $0.04 per diluted share. Net income for the
second quarter of 2006, adjusted to exclude stock-based compensation
charges, restructuring charges related to the Company's restructuring of
its engineering resources, transaction fees associated with EMC's proposed
acquisition of RSA Security and amortization of intangible assets
associated with RSA Security's acquisition of Cyota and PassMark Security
("Adjusted Net Income"), was $10.6 million, or $0.14 per diluted share
(refer to the "Use of Non-GAAP Financial Measures" section and accompanying
financial tables for reconciliations of GAAP to non-GAAP financial
information). GAAP net income for the second quarter of 2005 was $8.5
million, or $0.12 per diluted share. The Company did not report non-GAAP
net income for the second quarter of 2005.
    "RSA Security had another outstanding quarter with both record revenue
and orders, a clear indication that spending on key identity-centric
security initiatives and encryption continues to be a top priority," said
Art Coviello, RSA Security president and chief executive officer. "We
continue to be successful at growing all areas of our business, and we are
excited about the market potential of all of our solutions.
    "Further, we are extremely excited about the definitive agreement to be
acquired by EMC that we announced on June 29. Together RSA Security and EMC
can accelerate the much needed integration of critical security measures
into the information infrastructure."
    Second-Quarter 2006 Financial Highlights
    * Revenue and Bookings: RSA Security generated $94.4 million in revenue
      for the second quarter of 2006, compared to $76.5 million in revenue for
      the second quarter of 2005. Bookings for the second quarter of 2006 were
      $108.7 million, up 38% from bookings during the second quarter of 2005
      and up 14% from first quarter 2006 bookings of $95.6 million.

    * Net Income: For the second quarter of 2006, the Company generated GAAP
      net income of $2.8 million, or $0.04 per diluted share, and Adjusted Net
      Income of $10.6 million, or $0.14 per diluted share.

    * Backlog, Deferred Revenue and Estimated Unrecognized Revenue from
      Managed Service Contracts: The Company closed the quarter with $134.9
      million in combined deferred revenue, backlog and estimated unrecognized
      revenue from managed service contracts, a 13% increase from the $119.1
      million balance at March 31, 2006. This increase was driven in part by
      the best ever quarter of consumer bookings, with the total estimated
      unrecognized revenue from managed service contracts increasing 37%
      during the second quarter, to $41.4 million as of June 30, 2006.

    * Cash Position and Share Repurchase: Cash, cash equivalents, and
      marketable securities increased to $218.1 million at June 30, 2006 from
      $208.2 million at March 31, 2006. During the quarter, in accordance with
      the Company's approved share repurchase program, RSA Security
      repurchased 450,000 shares of its common stock for $8.5 million. The
      board of directors of RSA Security approved an amendment to the share
      repurchase program extending it for an additional two years, until June
      30, 2008. As of June 30, 2006, there were approximately 6.0 million
      shares eligible for repurchase under the plan.

    Second-Quarter 2006 Operational Highlights
    * Acquisition: RSA Security announced on June 29, 2006 that it had entered
      into a definitive agreement to be acquired by EMC. Under the terms of
      the agreement, EMC will pay $28.00 per share in cash in exchange for the
      each share of RSA Security and the assumption of outstanding options,
      for an aggregate purchase price of slightly less than $2.1 billion, net
      of RSA Security's existing cash balance. The acquisition is currently
      expected to close late in the third quarter or early in the fourth
      quarter of 2006 and is subject to customary closing conditions and
      regulatory approvals.

    * Customers: RSA Security closed business with more than 6,600 customers
      in the second quarter, including approximately 900 new customers. The
      Company shipped approximately 2.5 million authentication credentials
      during the second quarter, a 44% increase from the first quarter of
      2006. Approximately 1.3 million of those credentials were consumer
      related, a 116% increase from the consumer credentials shipped during
      the first quarter of 2006.

    * Products and Solutions: During the second quarter, RSA Security
      announced an initiative to provide companies with a more comprehensive
      approach to enterprise data protection (EDP). RSA Security's EDP
      approach is designed to provide a robust framework for protecting an
      organization's sensitive data in any place where data reside: at the
      application-level; within databases; in files and operating systems; on
      laptops and mobile devices, and in storage. In addition, this EDP
      framework addresses the management of associated encryption keys, access
      control and authentication -- helping organizations mitigate risk and
      reduce costs, while protecting consumer, employee and partner
      information.
    Additionally, the Company announced RSA(R) Access Manager 6.0 software
(formerly RSA ClearTrust(R) software) to help protect Web-based resources
and enforce centralized user access policies as companies grapple with
compliance requirements (e.g., Health Insurance Portability and
Accountability Act and European Data Protection Directive) and strive to
improve their overall security posture. RSA Access Manager is engineered to
provide robust auditing and access control capabilities, while delivering
Web single sign-on (SSO) for a superior end-user experience. New features
in RSA Access Manager 6.0 software include delegated administration,
operational instrumentation and health monitoring, SmartRules(TM) extended
results, extended interoperability with Microsoft technology, expanded
logging, 64-bit computing support and an enhanced graphical user interface
(GUI).
    The Company also announced that Broadcom Corporation, a global leader
in semiconductors for wired and wireless communications, is joining the RSA
SecurID(R) Ready for Authenticators program -- an extension of the trusted
RSA Secured(R) Partner Program. As part of this, Broadcom plans to license
RSA SecurID technology for integration within the new Broadcom(R) BCM5890
secure processor. Launched during the second quarter, Broadcom's BCM5890 is
a secure silicon processor with integrated radio frequency identification
(RFID) technology. By embedding RSA SecurID technology within the BCM5890
secure processor, Broadcom will enable its customers to leverage native
support for one-time passcodes (OTPs).
    Business Outlook
    The Company continues to see strong demand for its products and
services across all areas of its business, including all geographic areas.
In light of the definitive agreement to be acquired by EMC announced on
June 29, 2006, the Company is not providing financial guidance for its
operations for the third quarter of 2006.
    Use of Non-GAAP Financial Measures
    The Company is providing non-GAAP financial measures as the Company
believes that these figures are helpful in allowing investors to more
accurately assess the ongoing nature of RSA Security's operations. We
believe that these non-GAAP measures, which exclude from our net income and
earnings per share stock-based compensation charges, restructuring charges
related to our restructuring of our engineering resources, amortization of
intangible assets associated with our recent acquisitions of Cyota and
PassMark Security, and certain fees associated with the proposed
transaction with EMC, and which include in our cash flow from operations
(in the Supplemental Financial Data table) the tax benefit from the
exercise of stock options, when viewed in addition to and not in lieu of
our reported GAAP results, assist investors in understanding our results of
operations and evaluating our performance as compared to our results and
performance in prior periods, because the prior comparative periods did not
include stock-based compensation charges, the engineering restructuring
charges or the amortization of intangible assets from our acquisition of
Cyota and PassMark Security. Further, as we begin to apply Statement of
Financial Accounting Standards No. 123R, "Share Based Payment" (SFAS 123R),
we believe it is useful for investors to understand how the expenses and
other adjustments associated with the application of SFAS 123R are
reflected in our income statements. Finally, we have observed that many of
our competitors and other companies in our industry exclude similar items
from their publicly disclosed results, and we believe that excluding the
items from our own results may assist investors in comparing our
performance to that of other companies.
    In addition, our management uses the non-GAAP measures discussed in
this release to conduct and evaluate our business, and we believe that
investors benefit from seeing our results "through the eyes of management."
We establish and manage our stock-based compensation programs,
restructuring plans and acquisition strategy on a corporate-wide basis, and
our business unit managers are not responsible for, and cannot control, the
impact of the associated charges on their business units. Accordingly, our
management excludes these charges internally when measuring the success of
our various business units and product lines. Further, our incentive bonus
program for employees, including executives, is based on corporate
performance measures that exclude some or all of these charges, again
because the costs are the result of corporate-wide decisions over which the
individual business unit managers and individual employees have limited or
no control.
    Our use of non-GAAP financial measures is subject to a number of
limitations. For example, we are excluding charges such as stock-based
compensation charges, restructuring charges and amortization charges that
are true costs of our business and these non-GAAP financial measures may
not be directly comparable to the amounts reported by other companies.
However, we believe that excluding these non-cash and/or non-recurring
items allows our investors to better analyze our operations. The
presentation of the non-GAAP financial information included in this press
release and the accompanying financial tables is not intended to be
considered in isolation or as a substitute for the financial information
prepared and presented in accordance with GAAP.
    GAAP earnings per share for the second quarter of 2006 include pre-tax
charges as follows: a restructuring charge of $368,000 related to the
Company's previously announced restructuring of its engineering resources,
$500,000 in transaction fees associated with EMC's proposed acquisition of
RSA Security, stock-based compensation charges of $7.1 million related to
the Company's adoption of SFAS 123R and $1.4 million of amortization of
intangible assets primarily related to intangible assets acquired as a
result of the Company's acquisitions of Cyota and PassMark Security.
    Second Quarter 2006 Financial Results:
    Reconciliation of Earnings per Diluted Share GAAP to Adjusted Net Income
    Per Share*
    (Per diluted share)

    Earnings per diluted share (GAAP)                  $0.04
    Restructuring charge and transaction fees          $0.01
    SFAS 123R stock option expense                     $0.08
    Amortization of intangible assets                  $0.01
      Earnings per diluted share (non-GAAP)*           $0.14

    *Figures are per diluted share and are post-tax assuming a GAAP effective
    tax rate.


    Conference Call and Web Cast Information
    RSA Security will host a conference call today at 4:30 p.m. ET. A live
Web cast of this conference call will be available on the "Investor" page
of the Company's Web site; http://www.RSASecurity.com. To access this call
by telephone, dial (866) 592-8995 or (706) 634-1223. A replay will be
available through midnight on Thursday, July 27, 2006 at (800) 642-1687 or
(706) 645- 9291. Both live and replay numbers have a pass code of 2676842.
    About RSA Security Inc.
    RSA Security Inc. is the expert in protecting online identities and
digital assets. The inventor of core security technologies for the
Internet, the Company leads the way in strong authentication, encryption
and anti-fraud protection, bringing trust to millions of user identities
and the transactions that they perform. RSA Security's portfolio of
award-winning identity & access management solutions helps businesses to
establish who's who online -- and what they can do.
    With a strong reputation built on a 20-year history of ingenuity,
leadership and proven technologies, we serve more than 21,000 customers --
including financial institutions representing hundreds of millions of
consumers around the globe -- and interoperate with over 1,000 technology
and integration partners. For more information, please visit
http://www.rsasecurity.com
    RSA, SecurID, Secured and ClearTrust are either registered trademarks
or trademarks of RSA Security Inc. in the United States and/or other
countries. All other products and services mentioned are trademarks of
their respective companies.
    This press release contains forward-looking statements regarding RSA
Security's financial performance and prospects and the Company's proposed
acquisition by EMC Corporation. These statements involve a number of risks
and uncertainties. Some of the important factors that could cause actual
results to differ materially from those indicated by the forward-looking
statements are our ability to successfully integrate the employees and
operations of our most recent acquisitions, Cyota, Inc. and Passmark
Security, Inc., the ability to realize anticipated synergies and cost
savings as a result of the Cyota and Passmark acquisitions, general global
economic conditions, changes in our operating expenses, the long and
unpredictable nature of the sales cycle for some of our products, the
timing of the introduction or enhancement of our products and our
competitors' and strategic partners' products, changes in product pricing,
including changes in competitors' pricing policies, development and
performance of our direct and indirect distribution channels, delays in
product development, competitive pressures, changes in customer and market
requirements and standards, market acceptance of new products and
technologies, technological changes in the computer industry, the
successful completion of the acquisition by EMC and the risk factors
detailed from time to time in RSA Security's periodic reports and
registration statements filed with the Securities and Exchange Commission,
including, without limitation, RSA Security's Annual Report on Form 10-K
filed on March 16, 2006.
    IMPORTANT ADDITIONAL INFORMATION TO BE FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION (SEC)
    RSA Security has filed a preliminary proxy statement with the SEC and
plans to file with the SEC and mail to its stockholders a definitive proxy
statement in connection with the transaction. The definitive proxy
statement will contain important information about EMC, RSA Security, the
merger and related matters. Investors and security holders are urged to
read the definitive proxy statement carefully when it is available.
    Investors and security holders will be able to obtain free copies of
the proxy statement and other documents filed with the SEC by EMC and RSA
Security through the web site maintained by the SEC at http://www.sec.gov.
Free copies of the proxy statement, when available, and each company's
other filings with the SEC also may be obtained from the respective
companies. Free copies of EMC's filings may be obtained by directing a
request to EMC. You can request this information via the web at
http://www.EMC.com/IR/request or by sending a written request to EMC
Investor Relations, EMC Corporation, 176 South Street, Hopkinton, MA 01748.
Free copies of RSA Security's filings may be obtained by directing a
request to RSA Security. You can request this information via the web by
visiting the "Investors" section of http://www.RSASecurity.com or by
sending a written request to RSA Security Investor Relations, RSA Security,
174 Middlesex Turnpike, Bedford, MA 01730. In addition, investors and
security holders may access copies of the documents filed with the SEC by
EMC on EMC's website at http://www.EMC.com, and investors and security
holders may access copies of the documents filed with the SEC by RSA
Security on RSA Security's website at http://www.RSASecurity.com, when they
become available.
    RSA Security, and its directors and executive officers, may be deemed
to be participants in the solicitation of proxies from RSA Security's
stockholders with respect to the transactions contemplated by the merger
agreement. Information regarding RSA Security's directors and executive
officers is contained in RSA Security's Annual Report on Form 10-K for the
year ended December 31, 2005 and its preliminary proxy statement related to
the acquisition by EMC, which are filed with the SEC. As of June 30, 2006,
RSA Security's directors and executive officers beneficially owned (as
calculated in accordance with SEC Rule 13d-3) approximately 4,142,362
shares, or 5.3% , of RSA Security's common stock. You can obtain free
copies of these documents from RSA Security using the contact information
set forth above. Additional information regarding interests of such
participants is included in the preliminary proxy statement filed with the
SEC and the definitive proxy statement that will be filed with the SEC and
available free of charge as indicated above.
     Condensed Consolidated Statements of Operations
     (Unaudited)
     (In thousands, except per share data)


                                  Three Months Ended       Six Months Ended
                                       June 30,                 June 30,
                                   2006        2005         2006       2005
    Revenue
      Products                   $64,978     $54,767     $126,486   $109,401
      Maintenance, professional
       and managed services       29,433      21,761       55,432     42,745
          Total revenue           94,411      76,528      181,918    152,146

    Cost of revenue
     Products                     12,649       9,640       25,392     18,172
     Maintenance, professional
      and managed services         8,071       6,391       15,439     12,483
     Amortization of technology
      related intangible assets    1,184         224        2,204        407
           Total cost of revenue  21,904      16,255       43,035     31,062
    Gross profit                  72,507      60,273      138,883    121,084

    Costs and expenses
      Research and development    19,294      15,516       36,563     31,470
      Marketing and selling       33,534      28,302       62,838     57,444
      General and administrative  16,950       7,999       28,470     16,346
      Amortization of intangible
       assets                        254          --          508         --
      Restructurings                 368          --        2,992         --
            Total                 70,400      51,817      131,371    105,260

    Income from operations         2,107       8,456        7,512     15,824

    Interest income and other      1,065       2,400        2,526      4,291
    Income before provision for
     income taxes                  3,172      10,856       10,038     20,115

    Provision for income taxes       414       2,388        1,950      4,425

    Net income                    $2,758      $8,468       $8,088    $15,690

    Basic earnings per share
        Per share amount           $0.04       $0.12        $0.11      $0.22
        Weighted average shares   74,632      70,923       73,227     71,187
    Diluted earnings per share
        Per share amount           $0.04       $0.12        $0.11      $0.21
        Weighted average shares   74,632      70,923       73,227     71,187
        Effect of dilutive equity
         instruments               1,967       1,817        1,852      2,356
        Adjusted weighted average
         shares                   76,599      72,740       75,079     73,543



     Condensed Consolidated Balance Sheets
     (Unaudited)
     (In thousands, except share data)

                                                       June 30,   December 31,
                                                         2006         2005
                         ASSETS

    Current assets
      Cash and cash equivalents                         $64,516      $69,050
      Marketable securities                             153,587      118,702
      Accounts receivable (less allowance for
       doubtful accounts of $1,564 in 2006 and
       $1,600 in 2005)                                   62,571       55,738
      Inventory                                           4,348        4,813
      Prepaid expenses and other assets                  16,982       14,211
        Total current assets                            302,004      262,514

    Property and equipment, net                          75,106       69,764

    Other assets
      Deferred taxes                                      5,662        8,108
      Intangible and other assets                        49,294       41,534
      Goodwill, net                                     319,910      275,864
        Total other assets                              374,866      325,506
          Total assets                                 $751,976     $657,784

          LIABILITIES AND STOCKHOLDERS' EQUITY

    Current liabilities
      Accounts payable, accrued expenses and other
       liabilities                                      $60,329      $53,212
      Current portion of accrued restructurings           7,178        5,962
      Income taxes accrued and payable                   13,962       18,442
      Deferred revenue                                   54,271       47,453
        Total current liabilities                       135,740      125,069

    Accrued restructurings, long-term                     7,442        9,793
    Deferred revenue, long-term                          16,407        7,429
    Other                                                 6,063        8,633
        Total liabilities                               165,652      150,924

    Stockholders' equity                                586,324      506,860
        Total liabilities and shareholders' equity     $751,976     $657,784



     Condensed Consolidated Statements of Cash Flows
     (unaudited)
     (in thousands)


                                        Three Months Ended  Six Months Ended
                                             June 30,           June 30,
                                          2006     2005       2006     2005
    Cash flows from operating activities
    Net income                           $2,758   $8,468     $8,088  $15,690
    Adjustments to reconcile net income
     to net cash provided by operating
     activities:
       Depreciation                       4,711    3,109      8,783    6,004
       Tax benefit from exercise of
        stock options                        --      395         --    1,214
       Stock-based compensation           7,129       --      9,912       --
       Deferred taxes                    (1,089)      --     (1,593)      --
       Increase (decrease) in cash from
        changes in:
           Accounts receivable          (12,434)  (3,022)    (6,303)   4,311
           Inventory                      1,803     (938)       466   (1,036)
           Prepaid expenses and other
            assets                       (5,169)  (2,045)    (5,877)  (1,318)
           Accounts payable, accrued
            expenses and other
            liabilities                   7,160    2,303      4,782   (7,268)
           Accrued restructurings        (1,323)  (1,105)    (1,135)  (2,410)
           Refundable income taxes and
            income taxes accrued and
            payable                      (1,743)   1,334     (4,691)     553
           Deferred revenue              12,885    3,251     14,080      854
             Net cash provided by
              operating activities       14,688   11,750     26,512   16,594
    Cash flows from investing activities
     Purchase of marketable securities  (42,929) (31,852)  (109,832) (96,177)
     Sales/maturities of marketable
      securities                         40,375   38,013     75,049   95,247
     Purchases of property and equipment (5,108)  (1,993)    (9,012)  (4,202)
     Acquisitions                        (8,408)      --     (8,408)      --
     Other                                  (85)    (601)    (1,068)  (1,237)
        Net cash (used for) provided by
         investing activities           (16,155)   3,567    (53,271)  (6,369)
    Cash flows from financing activities
     Proceeds from exercise of stock
      options and purchase plans         14,939    1,052     25,163    4,672
     Share repurchase                    (8,514)  (8,647)    (9,730) (21,088)
     Excess tax benefit from exercise
      of stock options                    2,352       --      6,799       --
        Net cash provided by (used for)
         financing activities             8,777   (7,595)    22,232  (16,416)
    Effect of exchange rate changes on
     cash and cash equivalents              (20)      57         (7)     (77)
    Net increase (decrease) in cash and
     cash equivalents                     7,290    7,779     (4,534)  (6,268)
    Cash and cash equivalents, beginning
     of period                           57,226   54,163     69,050   68,210
    Cash and cash equivalents, end of
     period                             $64,516  $61,942    $64,516  $61,942


    Supplemental Financial Data
    (Unaudited)
    (In thousands, except per share data)


                                             Three Months Ended
                             June 30,  Sept 30,   Dec 31, March 31,  June 30,
                               2005      2005      2005      2006      2006
    Revenue
      Enterprise solutions (1) $68,700   $67,722   $74,543   $76,016   $81,194
      Developer solutions        7,828     8,515     5,688     6,117     6,923
      Consumer solutions (1)        NR        NR     1,501     5,374     6,294
      Total                    $76,528   $76,237   $81,732   $87,507   $94,411

      Products                 $54,767   $53,774   $58,970   $61,508   $64,978
      Services (2)              21,761    22,463    22,762    25,999    29,433
      Total                    $76,528   $76,237   $81,732   $87,507   $94,411

      Domestic                 $42,823   $42,968   $43,265   $46,845   $52,754
      International             33,705    33,269    38,467    40,662    41,657
      Total
                               $76,528   $76,237   $81,732   $87,507   $94,411


    Other Financial Data

      Total authentication
       credentials (3)       1,031,000 1,051,219 1,551,076 1,723,526 2,479,999
      Consumer authentication
       credentials (3)              NR        NR   516,195   623,398 1,349,030
      Cash and cash equivalents
       and marketable
       securities             $284,206  $302,689  $187,752  $208,222  $218,103
      Day sales outstanding
       (DSO)                        58        57        59        51        60
      GAAP cash flow from
       operations              $11,750   $24,023   $15,444   $11,824   $14,688
      Non-GAAP cash flow from
       operations (4)          $11,750   $24,023   $15,444   $16,271   $17,040
      GAAP cash flow from
       operations per diluted
       share                     $0.16     $0.33     $0.21     $0.16     $0.19
      Non-GAAP cash flow from
       operations per diluted
       share (5)                 $0.16     $0.33     $0.21     $0.22     $0.22

      Book to bill ratio (6)       1.0       1.0       1.3       1.1       1.2

      Total deferred revenue
       balance                 $51,899   $48,846   $54,882   $56,040   $70,678
      Total estimated
       unrecognized revenue
       from managed service
       contracts (7)                NR        NR   $24,224   $30,207   $41,397
      Total product and
       services backlog (8)    $10,304   $12,662   $31,673   $32,873   $22,829
    Total                           NR        NR  $110,779  $119,120  $134,904

      Short-term deferred
       revenue                 $44,317   $42,190   $47,453   $47,391   $54,271
      Short-term estimated
       unrecognized revenue from
       managed service
        Contracts                   NR        NR   $11,399   $15,308   $21,031
      Short-term product and
       services backlog             NR        NR   $21,325   $23,114   $14,793
    Total (9)                       NR        NR   $80,177   $85,813   $90,095

    NR reflects metric not reported

    (1) Consumer solutions previously reported as part of enterprise
        solutions.
    (2) Services revenue includes maintenance and professional services
        revenue in addition to revenue related to Cyota's managed service
        offerings.
    (3) Includes RSA SecurID tokens as well as software tokens, smart cards
        and USB.
    (4) Non-GAAP cash flow from operations includes the tax benefit from the
        exercise of stock options. See Use of Non-GAAP Financial Measures in
        the main text of   the press release.
    (5) Non-GAAP cash flow from operations per diluted share is calculated as
        non-GAAP cash flow from operations divided by dilutive weighted
        average shares outstanding during the period. See Use of Non-GAAP
        Financial Measures in the main text of the press release.
    (6) The book to bill ratio is equal to the ratio of total orders booked
        for the period plus the expected change in value of estimated
        unrecognized revenue from managed service contracts as compared to
        total revenue for the period.
    (7)* Total estimated unrecognized revenue from managed service contracts
        is equal to contracted monthly fixed fees associated with the service
        plus contracted monthly variable fees based on an estimated number of
        units for the remaining term of the contract. Contract terms are
        typically 1-3 years. Contracts are billed monthly and are therefore
        excluded from deferred revenue.  This metric primarily relates to
        Cyota's managed service offerings.
    (8)* Total product and services backlog is equal to contracted orders for
        products and maintenance and professional services which have not been
        fulfilled.
    (9)* Short-term represents the portion of these metrics that is expected
        to be recognized as revenue in the next 12 months.

    * These metrics represent management's estimates.  Certain of these
      managed service contracts are terminable upon notice of the customer.



    Condensed Consolidated Statements of Operations
    (Unaudited)
    (In thousands, except per share data)


                                        Three Months Ended June 30, 2006
                                              SFAS 123R    Other
                                     GAAP     Adjustment   Adjust-   Non-GAAP
                                                           ment
    Revenue
        Products                    $64,978          --        --    $64,978
         Maintenance, professional
          and managed services       29,433          --        --     29,433
    Total revenue                    94,411          --        --     94,411

    Cost of revenue
        Products                     12,649         200        --     12,449
         Maintenance, professional
          and managed services        8,071          82        --      7,989
         Amortization of technology
          related intangible assets   1,184          --     1,184         --
    Total cost of revenue            21,904         282     1,184     20,438
    Gross profit                     72,507         282     1,184     73,973

    Costs and expenses
        Research and development     19,294         528        --     18,766
        Marketing and selling        33,534         797        --     32,737
        General and administrative   16,950       5,522       500     10,928
        Amortization of intangible
         assets                         254          --       254         --
        Restructurings                  368          --       368         --
            Total                    70,400       6,847     1,122     62,431

    Income from operations            2,107       7,129     2,306     11,542

    Interest income and other         1,065          --        --      1,065
    Income before provision for
     income taxes                     3,172       7,129     2,306     12,607

    Provision for income taxes          414       1,303       333      2,050

    Net income                       $2,758      $5,826    $1,973    $10,557

    Diluted earnings per share
        Per share amount              $0.04                            $0.14
        Weighted average shares      74,632                           74,632
        Effect of dilutive equity
         instruments                  1,967                            1,967
        Adjusted weighted average
         shares                      76,599                           76,599



    Condensed Consolidated Statements of Operations
    (Unaudited)
    The following table sets forth certain consolidated financial data as a
percentage of our total revenue:
                                                 For the three months ended,
                                                        June  30, 2006
                                                 GAAP  Adjustment(a) Non-GAAP

    Revenue
      Products                                   68.9%      --%        68.9 %
      Maintenance, professional and managed
       services                                  31.1       --         31.1
          Total revenue                         100.0                 100.0
    Cost of revenue
      Products                                   13.4      0.2   (b)   13.2
      Maintenance, professional and managed                      (b)
       services                                   8.5      0.1          8.4
      Amortization of technology related                         (c)
       intangible assets                          1.3      1.3           --
           Total cost of revenue                 23.2      1.6         21.6
    Gross margin                                 76.8      1.6         78.4

    Costs and expenses
      Research and development                   20.4      0.6   (b)   19.8
      Marketing and selling                      35.5      0.8   (b)   34.7
      General and administrative                 18.0      6.4   (e)   11.6
      Amortization of intangible assets           0.3      0.3   (c)     --
      Restructurings                              0.4      0.4   (d)     --
            Total                                74.6      8.5         66.1
    Income from operations                        2.2     10.1         12.3

    Interest income and other                     1.1       --          1.1
    Income before provision for income taxes      3.3     10.1         13.4

    Provision for income taxes                    0.4      1.8          2.2

    Net income                                    2.9%     8.3%        11.2 %


    (a)     In absolute terms
    (b)     SFAS 123R stock option expense
    (c)     Amortization of intangible assets
    (d)     Restructuring charge
    (e)     SFAS 123R stock option expense and merger related expenses

    Press contact:
    Matt Buckley
    RSA Security Inc.
    (781) 515-6212
    mbuckley@rsasecurity.com


SOURCE RSA Security Inc.




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Related links:
  • http://www.rsasecurity.com/
    CONTACT:
    Matt Buckley of RSA Security Inc.,
    +1-781-515-6212, mbuckley@rsasecurity.com