AUTH Authentec, Inc. (MM)

AuthenTec (NASDAQ:AUTH), a leading provider of mobile and network security, today reported financial results for the second quarter ended June 29, 2012.

Second Quarter Highlights:

• Posted revenue of $20.5 million
• Achieved fourth consecutive quarter of non-GAAP profitability
• AuthenTec Added to the Russell 3000 and Global Indexes

AuthenTec achieved revenue of $20.5 million for the second quarter of 2012, which was comprised of approximately $12.7 million from Smart Sensor Solutions and $7.9 million from Embedded Security Solutions.

GAAP Results:

Under Generally Accepted Accounting Principles in the United States of America (GAAP), consolidated net loss for the second quarter of 2012 was $1.2 million, or $0.03 per diluted share. This compares to GAAP net loss of $1.5 million, or $0.03 per diluted share, in the first quarter of 2012 and a GAAP net loss of $4.8 million, or $0.11 per diluted share, in the second quarter of 2011.

GAAP gross margin in the second quarter was 57.4 percent, compared to 57.5 percent reported in the first quarter of 2012 and 47.8 percent in the second quarter of 2011. Total operating expenses on a GAAP basis in the second quarter were $12.8 million, compared to $11.4 million in the first quarter of 2012, and $12.3 million in the second quarter of 2011. The $1.4 million sequential increase in operating expenses was due to fees incurred to support M&A activities as well as increased R&D investments in our Embedded Security business.

Non-GAAP Results:

On a non-GAAP basis, consolidated net income for the second quarter of 2012 was $1.3 million, or $0.03 per diluted share. Non-GAAP results exclude certain legal and other costs, stock-based compensation, as well as the amortization of acquired intangible assets. The second quarter net income compares to non-GAAP net income of $0.3 million, or $0.01 per diluted share, in the first quarter of 2012 and a non-GAAP net loss of $1.9 million, or $0.04 per diluted share, in the second quarter of 2011.

Non-GAAP gross margin in the second quarter was 58.4 percent, compared to 58.7 percent in the first quarter of 2012 and 53.7 percent in the second quarter of 2011.

Total operating expenses on a non-GAAP basis were $10.6 million, an increase from the $9.8 million reported in the first quarter of 2012 and the $10.4 million in the second quarter of 2011. A reconciliation of second quarter GAAP to non-GAAP results is provided in Table 2 following the text of this press release.

As of June 29, 2012, AuthenTec had approximately $25.3 million in cash and investments, up from the $22.8 million cash and investments at the end of the first quarter of 2012, and had no debt.

Recent Business Highlights:

• Posted sequential and year-over-year growth in both business segments. Smart Sensor revenue of $12.7 million was driven by growth of sensors for wireless to support new smartphone programs and was partially offset by a decrease in government programs. Embedded Security revenue of $7.9 million was driven by increased license revenue from new contracts.
• Began production of smart fingerprint sensors during the quarter to support new Android smartphones from Fujitsu.
• Announced that Samsung has chosen AuthenTec’s QuickSec™ VPN security for use in new Android smartphone and tablet models, giving device users built-in security that enables easier, more secure connections to enterprise networks.
• Supported the launch of multiple new mobile content delivery programs that utilize the Company’s DRM content protection.

Pending Merger Transaction:

On July 27, AuthenTec filed a Form 8-K with the U.S. Securities and Exchange Commission disclosing that it had entered into an agreement and plan of merger with Apple Inc. pursuant to which Apple will acquire all of the outstanding shares of common stock of AuthenTec for $8.00 per share in cash. The transaction is subject to customary closing conditions, including regulatory approval and AuthenTec stockholder approval. Additional details will be provided in the proxy statement AuthenTec will file with the U.S. Securities and Exchange Commission.

Use of GAAP and Non-GAAP Financial Metrics:

To supplement AuthenTec’s consolidated financial statements presented in accordance with GAAP, the Company uses non-GAAP financial measures that exclude from the statement of operations the effects of stock-based compensation, certain acquisition-related charges, amortization of certain intangible assets, impairments on investments, and costs related to a reduction in workforce. AuthenTec uses the above non-GAAP financial measures internally to understand, manage and evaluate the business. Management believes it is useful for itself and investors to review, as applicable, both GAAP information and the non-GAAP measures in order to assess the performance of continuing operations and for planning and forecasting in future periods. The presentation of these non-GAAP measures is intended to provide investors with an understanding of AuthenTec’s operational results and trends that enables them to analyze the base financial and operating performance and facilitate period-to-period comparisons and analysis of operational trends. AuthenTec believes the presentation of these non-GAAP financial measures is useful to investors in allowing for greater transparency with respect to supplemental information used by management in its financial and operational decision-making. Non-GAAP financial measures should be considered in addition to results prepared in accordance with GAAP, but should not be considered substitutes for or superior to GAAP results. In addition, our non-GAAP financial measures may not be comparable to similarly titled measures utilized by other companies since such other companies may not calculate such measures in the same manner as we do.

Investors are encouraged to review the reconciliation of these non-GAAP financial measures to the comparable GAAP results, which is provided in Table 2 after the text of this release. For additional information regarding these non-GAAP financial measures, and management’s explanation of why it considers such measures to be useful, refer to the filings made from time to time with the Securities and Exchange Commission.

Forward Looking Statements:

This press release contains statements that may relate to expected future results and business trends that are based upon AuthenTec’s current estimate, expectations, and projections about the industry, and upon management’s beliefs, and certain assumptions it has made that are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Words such as “anticipates,” “guidance,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “may,” “should,” “will,” “prospects,” “outlook,” “forecast,” and variations of these words or similar expressions are intended to identify “forward-looking statements.” In addition, any statements that refer to expectations, projections, or other characterizations of future events or circumstances, including any underlying assumptions, are “forward-looking statements.” Such statements are not guarantees of future performance and are subject to certain risks, uncertainties, and assumptions that are difficult to predict. Therefore, AuthenTec’s actual results may differ materially and adversely from those expressed in any “forward-looking statement” as a result of various factors. These factors include, but are not limited to: disruptions caused by the announcement and pendency of Apple Inc.’s acquisition of AuthenTec, including, potential losses or disruptions of customers, vendors or other commercial relationships prior to the completion of Apple’s pending acquisition of AuthenTec and potential negative effects on AuthenTec’s ability to retain management, technical, sales and other key personnel as a result of the announcement of the pending acquisition, AuthenTec’s ability to integrate acquired businesses and operate such businesses profitably, demand for, and market acceptance of, new and existing fingerprint sensors, identity management software and embedded security products, AuthenTec’s ability to secure design wins for enterprise and consumer laptops, wireless devices and products aimed at Government markets, customer design wins materializing into production programs, the timely introduction of new products, the rate at which AuthenTec increases its activity and opportunities in the wireless market, and additional opportunities in various markets for applications that might use AuthenTec’s products, AuthenTec’s ability to develop and capitalize on its NFC solutions and changes in product mix, as well as other risks detailed from time to time in its SEC filings, including those described in AuthenTec’s annual report on Form 10-K filed with the SEC on March 9, 2012. These “forward-looking statements” are made only as of the date hereof, and AuthenTec undertakes no obligation to update or revise the “forward-looking statements,” whether as a result of new information, future events or otherwise.

Additional Information and Where to Find It:

In connection with the proposed merger, AuthenTec will prepare a proxy statement to be filed with the U.S. Securities and Exchange Commission (the “SEC”). When completed, a definitive proxy statement and a form of proxy will be mailed to the stockholders of AuthenTec. AUTHENTEC’S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT REGARDING THE PROPOSED MERGER BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. AuthenTec’s stockholders will be able to obtain, without charge, a copy of the proxy statement (when available) and other relevant documents filed with the SEC from the SEC’s website at http://www.sec.gov. AuthenTec’s stockholders will also be able to obtain, without charge, a copy of the proxy statement and other relevant documents (when available) by directing a request by mail or telephone to AuthenTec, Inc., 100 Rialto Place, Suite 100, Melbourne, Florida 32901, Attention: Corporate Secretary, or from the Company’s website, http://www.authentec.com.

AuthenTec and its directors and officers may be deemed to be participants in the solicitation of proxies from AuthenTec’s stockholders with respect to the special meeting of stockholders that will be held to consider the proposed merger. Information about AuthenTec’s directors and executive officers and their ownership of AuthenTec’s common stock is set forth in AuthenTec’s Annual Report on Form 10-K, which was filed with the SEC on March 9, 2012 and subsequently amended on April 25, 2012. Stockholders may obtain additional information regarding the interests of AuthenTec and its directors and executive officers in the proposed merger, which may be different than those of AuthenTec’s stockholders generally, by reading the proxy statement and other relevant documents regarding the proposed merger, when filed with the SEC.

About AuthenTec

AuthenTec is a leading provider of mobile and network security. The company’s diverse product and technology offering helps protect individuals and organizations through secure networking, content and data protection, access control and strong fingerprint security on PCs and mobile devices. AuthenTec encryption technology, fingerprint sensors and identity management software are deployed by the leading mobile device, networking and computing companies, content and service providers, and governments worldwide. AuthenTec’s products and technologies provide security on hundreds of millions of devices, and the company has shipped more than 100 million fingerprint sensors for integration in a wide range of portable electronics including over 20 million mobile phones. Top tier customers include Alcatel-Lucent, Cisco, Fujitsu, HBO, HP, Lenovo, LG, Motorola, Nokia, Orange, Samsung, Sky, and Texas Instruments. Learn more at authentec.com or follow us on twitter.com/authentecnews.

          AuthenTec, Inc. Consolidated Statements of Operations (In thousands, except per share amounts) (Unaudited) Table 1   Three months ended   Six months ended June 29,   March 30,   July 1, June 29,   July 1, 2012 2012 2011 2012 2011   Revenue $ 20,547 $ 17,460 $ 16,211 $ 38,007 $ 31,687   Cost of revenue 8,755 7,421 8,464 16,176 16,515   Gross profit 11,792 10,039 7,747 21,831 15,172 57.4 % 57.5 % 47.8 % 57.4 % 47.9 % Operating expenses:

Research and development

6,047 5,729 6,477 11,776 12,364

Selling and marketing

4,333 3,898 4,077 8,231 8,067

General and administrative

2,442 1,758 1,740 4,201 4,198

Restructuring and impairment related charges

  -     -     39     -     322       Total operating expenses 12,822 11,385 12,333 24,208 24,951           Operating loss (1,030 ) (1,346 ) (4,586 ) (2,377 ) (9,779 )   Other income (expenses)   105     (71 )   (117 )   34     (391 )   Income before Taxes (925 ) (1,417 ) (4,703 ) (2,343 ) (10,170 )   Provision for income taxes   306     100     141     406     276   Net loss $ (1,231 ) $ (1,517 ) $ (4,844 ) $ (2,749 ) $ (10,446 )   Net loss per share: Basic $ (0.03 ) $ (0.03 ) $ (0.11 ) $ (0.06 ) $ (0.24 ) Diluted $ (0.03 ) $ (0.03 ) $ (0.11 ) $ (0.06 ) $ (0.24 )   Shares used in computing net income (loss) per common share: Basic   44,608     44,401     43,753     44,505     43,677   Diluted   44,608     44,401     43,753     44,505     43,677       Three months ended Six months ended June 29, March 30, July 1, June 29, July 1, 2012 2012 2011 2012 2011 Other Financial Metrics:

Stock-based compensation expense:

Cost of revenue 25 29 21 54 174

Research and development

153 158 164 311 503

Selling and marketing

133 156 135 289 409

General and administrative

148 156 90 304 468

Costs related to reduction in workforce

Cost of revenue - - 50 - 50 Research and development - - 370 - 370 Selling and marketing - - 102 - 102

Legal and acquisition related costs

Research and development 171 171 - 342 - Selling and marketing 99 100 72 199 155 General and administrative 696 34 309 730 558 Provision for income taxes 85 - - 85 -

Amortization of purchased tangible and intangible assets

Cost of revenue 177 177 895 354 1,464 Research and development 300 300 234 600 470 Selling and marketing 499 499 464 998 929  

Restructuring and impairment related charges

-

-

39

-

322

            AuthenTec, Inc. Non-GAAP Financial Information - Consolidated (In thousands, except per share amounts) (Unaudited) Table 2   Three months ended   Six months ended June 29,   March 30,   July 1, June 29,   July 1, 2012 2012 2011 2012 2011   Net loss on GAAP basis: $ (1,231 ) $ (1,517 ) $ (4,844 ) $ (2,749 ) $ (10,446 ) Stock-based compensation expense 459 499 410 958 1,554 Costs related to reduction in workforce - - 522 - 522 Legal and acquisition related costs 966 305 381 1,271 713 Amortization of purchased tangible and intangible assets 976 976 1,593 1,952 2,863 Restructuring and impairment related charges - - 39 - 322 Tax Provision   85     -     -     85     -   Net income (loss) on non-GAAP basis: $ 1,255   $ 263   $ (1,899 ) $ 1,517   $ (4,472 )   Non-GAAP basic earnings per share $ 0.03 $ 0.01 $ (0.04 ) $ 0.03 $ (0.10 ) Non-GAAP diluted earnings per share $ 0.03 $ 0.01 $ (0.04 ) $ 0.03 $ (0.10 )       Three months ended Six months ended June 29, March 30, July 1, June 29, July 1, 2012 2012 2011 2012 2011   Gross profit on GAAP basis: $ 11,792 $ 10,039 $ 7,747 $ 21,831 $ 15,172 Stock-based compensation expense 25 29 21 54 174 Costs related to reduction in workforce - - 50 - 50 Amortization of purchased tangible and intangible assets   177     177     895     354     1,464   Gross profit on non-GAAP basis: $ 11,994   $ 10,245   $ 8,713   $ 22,239   $ 16,860     Non-GAAP gross margin 58.4 % 58.7 % 53.7 % 58.5 % 53.2 %       Three months ended Six months ended June 29, March 30, July 1, June 29, July 1, 2012 2012 2011 2012 2011   Operating expenses on GAAP basis: $ 12,822 $ 11,385 $ 12,333 $ 24,208 $ 24,951 Stock-based compensation expense (434 ) (470 ) (389 ) (904 ) (1,380 ) Costs related to reduction in workforce - - (472 ) - (472 ) Legal and acquisition related costs (966 ) (305 ) (381 ) (1,271 ) (713 ) Amortization of purchased tangible and intangible assets (799 ) (799 ) (698 ) (1,598 ) (1,399 ) Restructuring and impairment related charges   -     -     (39 )   -     (322 ) Operating expenses on non-GAAP basis: $ 10,623   $ 9,811   $ 10,354   $ 20,435   $ 20,665               AuthenTec, Inc. Consolidated Balance Sheets (In thousands) (Unaudited) Table 3                 As of June 29,   December 30, 2012 2011 Assets Current assets Cash and cash equivalents $ 21,316 $ 17,200 Restricted Cash 750 - Accounts receivable 9,617 9,444 Inventory 9,704 8,111 Other current assets   1,690     1,716   Total current assets 43,077 36,471 Long-term investments 3,236 3,249 Purchased intangibles 18,413 20,287 Goodwill 3,501 3,501 Property and equipment, net   3,452     3,640   Total assets $ 71,679   $ 67,148     Liabilities and stockholders’ equity Current liabilities Accounts payable $ 7,920 $ 3,539 Accrued compensation and benefits 3,163 4,399 Deferred revenue 5,970 4,145 Accrued litigation related legal fees - 114 Other accrued liabilities   4,256     2,634   Total current liabilities 21,309 14,831   Long-term liabilities Deferred rent 308

398

Other liabilities   354     768   Total long-term liabilities 662 1,166     Total liabilities   21,971     15,997         Stockholders’ equity Common stock 448 443 Additional paid-in capital 194,022 192,694 Accumulated other comprehensive income 23 50 Accumulated deficit   (144,785 )   (142,036 ) Total stockholders’ equity $ 49,708   $ 51,151   Total liabilities and stockholders’ equity $ 71,679   $ 67,148