Entrust Announces Preliminary Financial Results for Second-Quarter 2009

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Tue Jul 7, 2009 8:01am EDT

- Total revenues of approximately $22.4 million, a decrease of 9% over Q2 2008

DALLAS, July 7 /PRNewswire-FirstCall/ -- Entrust, Inc. (Nasdaq: ENTU), a world
leader in securing digital identities and information, today announced
preliminary financial results for its fiscal quarter ended June 30, 2009.

Revenues for the second fiscal quarter of 2009 were approximately $22.4
million, a decrease of 9 percent from $24.5 million in Q2 2008.  Product
revenue decreased to $8.4 million in the quarter, a decrease of 7 percent from
$9.0 million in Q2 2008.  Year-to-date revenues were approximately $45.0
million, a decrease of 11 percent from $50.3 million in the first half of
2008.  Product revenue decreased to $17.8 million in the first half of 2009, a
decrease of 4 percent from $18.6 million in the first half of 2008.  The first
half revenues are at the midpoint of the Company's initial guidance range at
the beginning of the year, prior to the announcement and subsequent retraction
of guidance in conjunction with the Company's proposed acquisition by Thoma
Bravo.

Services accounted for approximately 63 percent ($14.0 million) of total
revenue in the quarter, a decrease of 10 percent from $15.5 million in Q2
2008.  Declines in professional services revenues and the impact on the
Company's Support and Maintenance stream by a strong U.S. dollar accounted for
the decrease in overall service in the quarter.  Services revenue decreased to
$27.2 million in the first half of 2009, a decrease of 14 percent from $31.7
million in the first half of 2008.

"In this difficult environment, and busy corporate activity, I am pleased with
our financial performance for the first half of the year," said Bill Conner,
Entrust president and chief executive officer.  "In an environment where many
companies were not providing guidance, we guided for the first half of the
year, and I am pleased to say we achieved those targets.  While also handling
the demands of the potential acquisition by Thoma Bravo, we were able increase
our non-GAAP earnings per share by six cents and generate positive cash flow
from operations net of change in accrued restructuring charges of over $10.0
million in the first half of 2009."

Entrust expects a Q2 2009 net loss, calculated in accordance with GAAP, of
approximately $1.6 million, or $0.03 per share, compared to Q2 2008 net loss
of $422,000, or $0.01 per share.  On a non-GAAP basis, the Company expects Q2
2009 non-GAAP income of $2.0 million, or $0.03 per share, compared to Q2 2008
non-GAAP income of $480,000 or $0.01 per share. The quarter's wider than
expected difference between GAAP and non-GAAP numbers is primarily due to
costs associated with the Company's proposed acquisition by Thoma Bravo.

Year-to-date net income, calculated in accordance with GAAP, has increased
approximately $1.7 million, or $0.03 per share, over the first half of 2008. 
On a non-GAAP basis, the Company expects to record a first half 2009 non-GAAP
income of $4.4 million, or $0.07 per share, compared to first half 2008
non-GAAP income of $824,000 or $0.01 per share. The first half 2009 GAAP
earnings per share were three cents below the low end of the Company's initial
guidance range at the beginning of the year, due to corporate expenses related
to the potential acquisition by Thoma Bravo.  The Company's initial guidance
was provided prior to the announcement and subsequent retraction of guidance
in conjunction with the Company's proposed acquisition by Thoma Bravo. 
Non-GAAP income for the first half of 2009 is at the high end of the Company's
initial guidance range. See the financial table below reconciling these
non-GAAP figures to GAAP calculations.

The GAAP numbers are preliminary and could be negatively impacted if the deal
with Thoma Bravo is not closed.  The Company estimates additional deal
termination related expenses of between $1.0 and $4.5 million, or $0.02 and
$0.07 per share if the Company's Stockholders vote against the transaction.

Entrust ended the quarter with cash and cash equivalents of approximately
$31.7 million and no debt.  The company did have GAAP expenses in the second
quarter associated with the proposed acquisition by Thoma Bravo of
approximately $3.1 million that are planned to be paid in the third quarter.

On April 13, 2009, Entrust announced that it had entered into a definitive
agreement to be acquired by Thoma Bravo.  Entrust will hold a special meeting
of stockholders on July 10, 2009. At this meeting, stockholders will be asked
to consider and vote upon a proposal to adopt the merger agreement providing
for the acquisition of Entrust by Thoma Bravo, LLC, thereby approving the
merger of a subsidiary of Thoma Bravo, LLC, with and into Entrust. The
Entrust, Inc., Board of Directors has approved the merger agreement and
recommends its adoption by Entrust Inc. stockholders.

GAAP to Non GAAP Reconciliation

The following charges for the second quarter 2009, reconcile the GAAP and
non-GAAP earnings per share:

    --  Stock-based compensation charge in accordance with SFAS 123R of
        approximately $218,000, or $(0.00) per share for the second quarter of
        2009 and $468,000, or $(0.01) per share for the first half of 2009.
    --  Amortization charges of intangible assets primarily associated with
the
        acquisition of Business Signatures and Orion of approximately $378,000
        or $(0.01) per share for the second quarter of 2009 and $756,000, or
        $(0.01) per share for the first half of 2009.


    --  Charges related to the proposed acquisition by Thoma Bravo of
        approximately $3.1 million or $(0.05) per share for the second quarter
        of 2009 and $3.1 million, or $(0.05) per share for the first half of
        2009.




See table below for further details of Entrust's supplemental reconciliation
of GAAP to non-GAAP measures.

Entrust plans to release its full and final financial results for the fiscal
quarter ended June 1, 2009 on July 28, 2009 after U.S. markets close if the
Company remains a publicly traded company at that time.  

Use of Non-GAAP Financial Measures 
To supplement the financial results that are prepared and presented in
accordance with accounting principles generally accepted in the United States,
Entrust's management prepares and uses non-GAAP financial measures for many of
its internal financial, operating and planning reports. The Company's
management believes that by excluding charges such as the purchased
intangibles amortization in cost of goods sold, the amortization of purchased
intangible assets in operating expenses, stock compensation expense,
acquisition related expenses, restructuring charges and write down of
strategic investments from its GAAP-based results, these non-GAAP financial
measures are more likely to facilitate investors' understanding of the
company's ongoing business operating results. These non-GAAP financial
measures also facilitate comparisons to the operating results of the company's
competitors and provide investors with greater transparency with respect to
the supplemental information used by management in its operational and
financial decision making. 

The non-GAAP measures are included to provide investors with supplemental
information to facilitate their understanding of Entrust's operating results
and future prospects. Management uses these non-GAAP measures to assess its
success in reducing the company's cost structure, to measure its ongoing cash
operating costs, and to establish budgets and operational goals. The
presentation of this additional information should not be considered in
isolation or as a substitute for financial and operating results prepared in
accordance with accounting principles generally accepted in the United States,
as non-GAAP measures are susceptible to varying calculations and they may not
be comparable, as presented, to other similarly titled measures of other
companies. 

This press release contains forward-looking statements relating to Entrust's
proposed acquisition by an affiliate of Thoma Bravo, LLC, its net income per
share, its non-GAAP income per share and its cash flow from operations for the
quarter.  Such statements are based upon preliminary estimates which involve a
number of risks and uncertainties. Among the important factors that could
cause actual results to differ materially from those indicated by such
forward-looking statements are unforeseen operating expenses, inaccuracy in
preliminary estimates issues associated with revenue recognition, issues
raised in connection with the review of quarterly financial results, currency
fluctuations, the outcome of the Company's special meeting of stockholders
scheduled for July 10, 2009, and the risk factors detailed from time to time
in Entrust's periodic reports and registration statements filed with the
Securities and Exchange Commission, including without limitation Entrust's
Annual Report on Form 10-K for the fiscal year ended December 31, 2008 and in
Entrust's other SEC filings. While Entrust may elect to update forward-looking
statements in the future, Entrust specifically disclaims any obligation to do
so, even if its estimates change.

About Entrust
Entrust [NASDAQ: ENTU] secures digital identities and information for
consumers, enterprises and governments in more than 2,000 organizations
spanning 60 countries. Leveraging a layered security approach to address
growing risks, Entrust solutions help secure the most common digital identity
and information protection pain points in an organization. These include SSL,
authentication, fraud detection, shared data protection and e-mail security.
For information, call 888-690-2424, e-mail entrust@entrust.com or visit
www.entrust.com.

Additional Information and Where You Can Find It
In connection with the proposed transaction, Entrust will file a proxy
statement and relevant documents concerning the proposed transaction with the
SEC. Investors and security holders of Entrust are urged to read the proxy
statement and any other relevant documents filed with the SEC when they become
available because they will contain important information about Entrust and
the proposed transaction. The proxy statement (when it becomes available) and
any other documents filed by Entrust with the SEC may be obtained free of
charge at the SEC's web site at www.sec.gov. In addition, investors and
security holders may obtain free copies of the documents filed with the SEC by
Entrust by contacting Entrust Investor Relations at david.rockvam@entrust.com
or via telephone at 972-728-0424. Investors and security holders are urged to
read the proxy statement and the other relevant materials when they become
available before making any voting or investment decision with respect to the
proposed transaction.

Entrust and its directors, executive officers and certain other members of its
management and employees may, under SEC rules, be deemed to be participants in
the solicitation of proxies from Entrust's shareholders in connection with the
transaction. Information regarding the interests of such directors and
executive officers (which may be different then those of Entrust's
shareholders generally) is included in Entrust's proxy statements and Annual
Reports on Form 10-K, previously filed with the SEC, and information
concerning all of Entrust's participants in the solicitation will be included
in the proxy statement relating to the proposed transaction when it becomes
available. Each of these documents is, or will be, available free of charge at
the SEC's web site at http://www.sec.gov and from Investor Relations Entrust,
at entrust.com/investor.

Entrust is a registered trademark of Entrust, Inc. in the United States and
certain other countries.  In Canada, Entrust is a registered trademark of
Entrust Limited.  All Entrust product names are trademarks of Entrust.  All
other company and product names are trademarks or registered trademarks of
their respective owners.



                                ENTRUST, INC.
                                SUPPLEMENTAL
                RECONCILIATIONS OF GAAP TO NON-GAAP MEASURES

                                Second Quarter 2009       Second Quarter 2008
                                -------------------       -------------------
                             $('000,000s)  Per share   $('000,000s)  Per share
                            -------------  ---------  -------------  ---------

    Reconciliation of net income (loss) per GAAP to Non-GAAP income
     (loss):

    GAAP net income (loss)        $(1.6)    ($0.03)         $(0.4)    ($0.01)

    Adjustments to exclude the
     effects of amortization of
     purchased intangible
     assets                        $0.3      $0.01           $0.3      $0.01

    Adjustments to exclude the
     effects of expenses related
     to stock-based compensation   $0.2      $0.00           $0.6      $0.01

    Adjustments to exclude the
     effects of expenses related
     to the proposed acquisition
     by Thoma Bravo                $3.1      $0.05             $-      $0.00
                                   ----      -----           ----      -----

    Non-GAAP income (loss)         $2.0      $0.03           $0.5      $0.01
                                   ====      =====           ====      =====



                                First Half 2009           First Half 2008
                                ---------------           ---------------
                            $('000,000s)  Per share   $('000,000s)  Per share
                           -------------  ---------  -------------  ---------

    Reconciliation of net income (loss) per GAAP to Non-GAAP income
     (loss):

    GAAP net income (loss)         $0.1      $0.00          $(1.6)    ($0.03)

    Adjustments to exclude the
     effects of amortization of
     purchased intangible
     assets                        $0.7      $0.01           $1.1      $0.02

    Adjustments to exclude the
     effects of expenses related
     to stock-based compensation   $0.5      $0.01           $1.3      $0.02

    Adjustments to exclude the
     effects of expenses related
     to the proposed acquisition
     by Thoma Bravo                $3.1      $0.05             $-      $0.00
                                   ----      -----           ----      -----

    Non-GAAP income (loss)         $4.4      $0.07           $0.8      $0.01
                                   ====      =====           ====      =====



    Reconciliation of net cash flow from operating activities per GAAP to
     Non-GAAP cash flow from operations before the net change in restructuring
     accruals:

    GAAP net cash flow from
     operating activities          $7.2                      $5.2
      Adjustments to exclude
       the effects of:
        Net change in accrued
         restructuring charges     $2.8                      $2.8
                                   ----                      ----

    Non-GAAP cash flow from
     operations before the net
     change in restructuring
     accruals                     $10.0                      $8.0
                                  =====                      ====








SOURCE  Entrust, Inc.

Investors, David Rockvam, Investor Relations of Entrust, Inc.,
+1-972-728-0424, david.rockvam@entrust.com; or Media, David J.Chamberlin,
Media Relations, +1-214-669-7299, david.chamberlin@mslworldwide.com, for
Entrust, Inc.
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