Form 10-K Entrust, Inc
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9/11/2018 Form 10-K 10-K 1 d10k.htm FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark one) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER 000-24733 ENTRUST, INC. (Exact name of registrant as specified in its charter) MARYLAND 62-1670648 (State or other jurisdiction of (IRS employer incorporation or organization) identification no.) ONE HANOVER PARK, SUITE 800 16633 DALLAS PARKWAY ADDISON, TX 75001 (Address of principal executive offices & zip code) Registrant’s telephone number, including area code: (972) 713-5800 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.01 par value Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨ Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes x No ¨ The aggregate market value of the common equity held by non-affiliates of the registrant, computed using the closing sale price of common stock of $2.83 per share on June 30, 2003, as reported on the Nasdaq National Market, was approximately $134,598,878 (affiliates included for this computation only: directors, executive officers and holders of more than 5% of the registrant’s common stock). The number of shares outstanding of the registrant’s common stock as of March 12, 2004 was 63,550,248. DOCUMENTS INCORPORATED BY REFERENCE https://www.sec.gov/Archives/edgar/data/1031283/000119312504042150/d10k.htm 1/132 9/11/2018 Form 10-K Portions of the definitive Proxy Statement to be delivered in connection with the registrant’s Annual Meeting of Stockholders to be on May 7, 2004 are incorporated by reference into Part III of this Annual Report on Form 10-K. https://www.sec.gov/Archives/edgar/data/1031283/000119312504042150/d10k.htm 2/132 9/11/2018 Form 10-K Table of Contents ENTRUST, INC. TABLE OF CONTENTS PART I. Page Item 1. Business 3 Item 2. Properties 33 Item 3. Legal Proceedings 34 Item 4. Submission of Matters to a Vote of Security Holders 34 Executive Officers and Directors of the Registrant 34 PART II. Page Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters 38 Item 6. Selected Financial Data 39 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 40 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 78 Item 8. Financial Statements and Supplementary Data 80 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 80 Item 9A. Controls and Procedures 81 PART III. Page Item 10. Directors and Executive Officers of the Registrant 82 Item 11. Executive Compensation 82 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 82 Item 13. Certain Relationships and Related Transactions 82 Item 14. Principal Accountant Fees and Services 82 PART IV. Page Item 15. Exhibits, Financial Statement, Schedules, and Reports on Form 8-K 83 SIGNATURES 84 CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Auditors—Ernst & Young LLP F-1 Independent Auditors’ Report—Deloitte & Touche LLP F-2 Consolidated Balance Sheets as of December 31, 2003 and 2002 F-3 Consolidated Statements of Operations for the years ended December 31, 2003, 2002 and 2001 F-4 Consolidated Statements of Shareholders’ Equity and Comprehensive Income for the years ended December 31, 2003, 2002 and 2001 F-5 Consolidated Statements of Cash Flows for the years ended December 31, 2003, 2002 and 2001 F-6 Notes to Consolidated Financial Statements F-7 EXHIBIT INDEX 2 https://www.sec.gov/Archives/edgar/data/1031283/000119312504042150/d10k.htm 3/132 9/11/2018 Form 10-K Table of Contents This report contains forward-looking statements that involve risks and uncertainties. The statements contained in this report that are not purely historical are forward-looking within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including among other things, statements regarding Entrust’s expectations, beliefs, intentions or strategies regarding the future. All forward-looking statements included in this report are based on information available to Entrust up to and including the date of this document, and Entrust expressly disclaims any obligation to update or alter its forward-looking statements, whether as a result of new information, future events or otherwise. Entrust’s actual results could differ significantly from those anticipated in these forward-looking statements as a result of certain factors, including those set forth below under “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Quarterly Results of Operations,” “—Certain Factors That May Affect Our Business” and elsewhere in this report. Readers should also carefully review the risks outlined in other documents that Entrust files from time to time with the Securities and Exchange Commission, including the Quarterly Reports on Form 10-Q that Entrust files in 2004. Entrust, Entrust-Ready, and getAccess are registered trademarks of Entrust, Inc. or a subsidiary of Entrust, Inc. in certain countries. Entrust Authority, Entrust TruePass, Entrust GetAccess, Entrust Entelligence, Entrust Cygnacom, are trademarks or service marks of Entrust, Inc. or a subsidiary of Entrust, Inc. in certain countries. All other trademarks and service marks used in this annual report are the property of their respective owners. PART I ITEM 1. BUSINESS Businesses and governments have become increasingly dependent on the Internet as a foundation for communication, collaboration and commerce. Their employees are becoming increasingly mobile and demanding real-time access to the applications and information that enable them to do their jobs. Their customers want to conduct transactions online to save time and money. Their partners want to automate business processes and supply chains over the Web to increase productivity. Organizations view the expansion of their online presence as a method for reducing costs and increasing customer loyalty and market share. More and more organizations are extending their enterprise through Web portals, enterprise applications like e-mail and VPN and even Web services as they respond to the needs of customers, employees and partners. Some are creating extranets for these key stakeholders. Others are setting up virtual private networks to integrate offices, or providing remote access to networks for employees and business partners. Sales, service and membership organizations are striving to increase customer loyalty by personalizing online service and improving customer-relationship management. Strong information security governance frameworks are also necessary to aid organizations in balancing the need for extending deeper online access to stakeholders, with the need to protect information assets and comply with regulations on privacy and corporate governance, all while meeting investor expectations for cost control and return on investment. The recently published DTI Information Security Breaches Survey for 2004 Identity Management Fact Sheet reveals that 7 percent of UK businesses had security breaches in the last year associated with weaknesses in their identity management. One in five large businesses were affected. For the large businesses surveyed, 6 percent of breaches concerned financial fraud or theft; 8 percent were due to theft or unauthorized disclosure of confidential information; and 17 percent related to staff gaining unauthorized access to information. — The survey, and associated fact sheets, occur biennially and are comprised of 1000 telephone interviews conducted by PricewaterhouseCoopers with a randomly selected sample of businesses around the UK. It is a leading source of information on security incidents suffered by businesses, both large and small within the UK. 3 https://www.sec.gov/Archives/edgar/data/1031283/000119312504042150/d10k.htm 4/132 9/11/2018 Form 10-K Table of Contents These business realities are driving the need for identity and access management solutions that secure digital identities and information. Entrust, Inc. is a global provider of security software for identity and access management. Entrust software and the associated services secure digital identities and information, enabling businesses and governments around the world to conduct high-value, highly sensitive transactions, over wired and wireless networks, including the Internet, in compliance with today’s regulatory guidelines. Over 1250 major government agencies, financial institutions and Global 1500 enterprises in more than 50 countries have purchased and deployed the Entrust secure messaging, secure data and secure identity management software solutions that integrate into the broad range of applications organizations use today to leverage Internet and enterprise applications to improve productivity. More than 50 percent of the Fortune 100 are Entrust customers or partners. With an aggregate of over 100 patents and patents pending, Entrust takes the initiative in authoring and driving industry standards boards and technology forums.