Baltimore Technologies, plc announced a significant restructuring and cost reduction
programme that will enable the Company to refocus on its core areas of
expertise in providing trust and security for e-business. This strategy will
enable it to extend its leadership position in the market for authentication
and authorisation applications and solutions. The restructuring plan will
chart a fully funded path to positive EBITDA in Q2, 2002. The Company also
announced today its second quarter and half year results for the period ended
30 June 2001.
Restructuring Highlights
— The targeted cost savings and proceeds of 72.0 million pounds sterling
(US$101.3million) from the restructuring and divestment of non-core
activities will ensure sufficient cash resources are available to fully
fund the Company’s operations to become EBITDA positive in Q2, 2002.
— Baltimore Technologies will focus on maximising return from its
authorisation and Public Key based authentication technology, in a
market estimated by IDC to be valued at US$4.0 billion by 2004. These
offerings will be combined into one business unit targeting Baltimore’s
core traditional sectors in addition to exploiting the emerging
opportunities in the wider Corporate market so as to restore its market
leading position.
— Direct salesforce reorganised to offer both authentication and
authorisation products individually or as part of an integrated
solution. A fundamental review of the business and sales engagement
models has been conducted in order to realign direct and indirect sales
channels to jointly market both Baltimore’s authentication and
authorisation products and solutions.
— The review has concluded that there are 2 clearly different businesses
with limited synergies between them. The market leading Content
security business will immediately be run as a separate business unit.
The Board strongly believes in the potential of this business and has
concluded that a divestment strategy will maximise its market
opportunity and the overall return for all stakeholders.
— The Company has initiated a review of the potential divestment of all
other non-core activities with the objective of maximising shareholder
and customer value and to fund the profitable growth of the core
business.
— As part of the restructuring, a reduction of a further 220 positions
will be made.
— The Company is targeting a staffing level of approximately
470 employees, which will be achieved by Q2 2002 primarily through
divestment.
— Voluntary delisting from NASDAQ and move to the OTC Bulletin Board with
effect from 30 September 2001.
Peter Morgan, Chairman of Baltimore Technologies commented,
“Baltimore earned its reputation as a dynamic company producing innovative
products and solutions. This restructuring ensures that the company is now
fully focussed on its core competencies in providing security and trust for
e-business and will ensure that all activities are closely targeted at
building a strong viable company for the future and delivering enhanced
shareholder value.”
Paul Sanders, Chief Financial Officer and acting Chief Executive Officer
commented,
“The radical restructuring announced today demonstrates our commitment to
growing and investing in the business by concentrating on what we know and do
best. The excellent technology and people within this company have enabled us
to build an acknowledged leadership position in the IT security industry and
this restructuring provides us with a clear, fully funded path to
profitability.”
Q2 and Half Year 2001 Results:
Financial Highlights:
Q2 2001
— Total revenues for Q2 were 16.5 million pounds (US$23.2 million)
compared to 22.9 pounds million (US$32.2 million) in Q1 2001 and
16.3 million pounds (US$22.9 million) in Q2 2000.
— Gross Margin was 47% (Q1 2001: 60% and Q2 2000: 64%)
— LBITDA (Loss before interest tax depreciation amortisation and
exceptional items) of 23.7 million pounds (US$33.3 million) has
increased from 17.9 million pounds (US$25.2 million) in Q1 2001 and
from 4.4 million pounds (US$6.2 million) in Q2 2000.
— Ending cash balance of 53.9 million pounds (US$75.8 million) compared
to 83.6 million pounds (US$117.6 million) at the end of Q1 2001.
Half Year 2001
— Total revenues for H1 were 39.4 million pounds (US$55.4 million)
compared to 25.7 million pounds (US$36.1 million) in H1 2000.
— Gross Margin was 54% (H1 2000: 65%)
— LBITDA (Loss before interest tax depreciation amortisation and
exceptional items) of 41.6 million pounds (US$58.5 million) compared to
9.7 million pounds (US$13.6 million) in H1 2000.
— Non-cash goodwill write-off of totalling 503.8 million pounds
(US$708.5 million), following write down of acquisitions and
amortisation charge.
Paul Sanders, Chief Financial Officer and acting Chief Executive Officer
said,
“There is little doubt that this has been a difficult period for the group
whilst, the strength of our technology offering enabled us to achieve revenues
of 16.5 million pounds (US$23.2million) for the second quarter of this year
and 39.4 million pounds (US$55.4 million) in the first half of 2001. Clearly
these results are not acceptable and do not reflect the Company’s true
potential. The measures we have announced today will firmly address this
situation.”
* Six months to 30 June 2001 includes restated results for first quarter
2001
Chairman’s Statement
Baltimore Technologies has grown rapidly both organically and by
acquisition in the past 18 months. However, the downturn in global IT
spending combined with recent operating results has made it necessary for the
Company to fundamentally examine its approach to the market and to ensure that
it has the right cost base to deliver the anticipated revenues.
Restructuring Plan:
To achieve the targeted annualised savings of 72 million pounds
(US$101.3 million) Baltimore is implementing a significant restructuring plan
to concentrate on its core competencies of authorisation and Public Key based
authentication products and solutions. In parallel, the Company will pursue a
policy of divestment of non-core activities. This restructuring plan will
chart a fully funded path to positive EBITDA in Q2, 2002.
— Focus on Core Competencies of Security & Trust
The Company sees continuing opportunities for authorisation and
authentication technology deals amongst its traditional market sectors of
finance, healthcare, government and telecommunication companies where, despite
its deployment concerns, public key based security is the defacto standard.
In addition, the implementation of digital signature legislation around
the world and an increase in the adoption of devices for e-business such as
mobile phones and smartcards will ensure growth for e-security authentication
and authorisation solutions. Datamonitor forecast that the wireless PKI
market will represent more than 40 % of the total PKI market by 2006 and the
Company believes it is some six months ahead of its competitors in this area.
The success of the Baltimore Telepathy wireless solution has already been
evidenced by the recent deal with Radiolinja.
Baltimore’s authorisation product, SelectAccess continues to establish
itself in the rapidly growing authorisation market (CAGR 70%).
Why Authentication & Authorisation?
As businesses continue to open more of their internal IT systems to the
Internet, they face a series of security challenges around authentication and
authorisation.
Authentication is being able to verify the identity of someone trying to
access information via an electronic service. Authorisation ensures that the
right people get access to the right information and services.
Given the increase in the value and volume of trade on the web there is a
need to maintain digital evidence of binding transactions, which is necessary
for both normal business-auditing purposes and for dispute resolution. A
common approach being used today and that will continue to be used in the web
services era, is to digitally sign the electronic transaction, verify the
signature and store a copy of the signed data.
Customers will increasingly use the Internet as a distributed operating
system to supporting application services (commonly referred to as web
services) from multiple suppliers. New harmonised security standards
essential for web services are currently being defined, leveraging existing
Public Key authentication and authorisation management systems, and these will
be deployed in the coming years.
Baltimore’s UniCERT PKI authentication and SelectAccess authorisation
systems together provide the key security elements of any information service
delivery platform and future web services. These synergies led to the
decision to closely align the offerings in this space into a single business
unit.
Market Strategy for Authentication & Authorisation
Baltimore plans to achieve market penetration for its public key based
technology and authorisation system through a realigned sales engagement model
comprising of direct, and indirect channels. Sales and marketing have been
streamlined worldwide in line with this model.
Baltimore’s direct salesforce will now be structured to offer both
Baltimore’s authentication and authorisation products and solutions either
individually or as part of an integrated solution. Baltimore will continue to
invest in developing future solutions in its European, US and Australian
development centres. A strategic business development group has been created
to focus on key opportunities and initiatives in areas such as wireless and
emerging technologies.
The Baltimore TrustedWorld Partner programme will be relaunched to better
leverage channels to market and by incorporating complementary vendor
products, Baltimore can provide a wider range of applications, solutions and
service offerings in a more cost-effective model.
In conjunction with its partners, Baltimore is committed to the ongoing
development of its Managed Services Solutions offering as a key element of its
strategy.
— Manage Content Security as a separate business unit
The market leading Content security business will be run as a separate
business unit with a view to divestment. The Board of Baltimore Technologies
believes in the potential of this business and that this approach will
maximise its market opportunity and the overall return for all stakeholders.
The Content security unit will have its own sales and marketing strategy
targeted at sustaining its leading position in the market. These changes will
enable the business unit to concentrate its efforts on the unique requirements
of the MIMEsweeper channel partners, and maximise revenue opportunities in a
market which is expected to grow according to IDC by 40% per annum until it
reaches a size of US$1.2 billion in 2004.
Content security is increasingly being recognised as necessary to protect
against virus attacks and the distribution of inappropriate content. The
MIMEsweeper product suite is the market leader with strong brand recognition.
The Content business is adopting a two-tier channel strategy based upon Value
Added Distributors (VADs) and Authorised/Premier resellers for its MIMEsweeper
range. OEM opportunities will also be explored with Anti Virus and archiving
vendors. Service Providers will continue to host the e-Sweeper service for
small to medium sized organisations.
— Cost reductions through restructuring
Headcount has been reduced from a peak of 1,400 at March 2001 to
approximately 1,100 employees post the redundancies announced in May. With
immediate effect, there will be a reduction of a further 220 positions
worldwide. The Company is targeting a staffing level of approximately
470 employees, which will be achieved by Q2 2002 primarily through divestment
of non-core businesses.
Baltimore’s extensive office network has already been reduced from 51 to
38 offices with plans to eliminate under utilised and excess office capacity
resulting from its divestments.
— Voluntary NASDAQ Delisting
In light of the high cost of maintaining a separate listing in the USA and
the fall in the ADR price, the company has decided that it is no longer
appropriate to maintain its listing on the NASDAQ national market, and
accordingly will be applying to voluntarily delist its shares from that market
and move to the OTC Bulletin Board with effect from 30 September 2001. Once
completed, the estimated annualised savings from not having a separate US
listing will be at least 2 million pounds (US$2.8 million).
Business Highlights:
During the period, demand continued for Baltimore’s e-security solutions
in the finance, government and mobile commerce sectors.
In the finance sector, Baltimore was chosen to provide a leading
Australian bank with a PKI-based certificate solution. This bank has also
purchased Baltimore SelectAccess to provide access authorisation to new online
banking services, demonstrating sales synergies between Baltimore’s
authentication and authorisation products.
In the government sector, the Company was also chosen to supply the secure
communications and e-business solutions to the 90,000 Australian Defence
personnel and through Baltimore’s TrustedWorld partner Getronics, Baltimore
UniCERT will provide the underlying security infrastructure for all internal
and external communication requirements for the 25,000 users within the
Italian Railways.
In the mobile commerce space, the Company won a notable contract for
wireless e-security with Radiolinja, one of Finland’s largest network
operators and a world leader in new mobile services, licensing Baltimore
Telepathy(TM) wireless e-security to build and deploy a complete wireless
trust infrastructure for secure mobile commerce. A further example has been
the strengthening of the relationship with Motorola through partnering to
provide a service to issue mobile operators and service providers with
“short-lived” digital certificates for the security of wireless applications.
The SelectAccess v3 authorisation system was released with new enhanced
features to enable more business processes and transactions to be securely and
cost-effectively conducted online, enabling organisations such as BBS, the
clearinghouse and payment service provider for the Norwegian banking industry,
who chose SelectAccess in Q1 to easily provide secure, role-based user access
to online information and services. Baltimore SelectAccess has recently been
endorsed by Mindcraft, an independent testing lab, when it received the
highest performance marks in tests designed to mirror a real world corporate
environment.
Repeat business occurred from Commercial Certificate Authorities worldwide
such as Belgacom E-Trust and Cable & Wireless for Baltimore’s Public Key based
authentication technology.
Management Changes:
On July 10, Fran Rooney resigned as Chief Executive Officer and Deputy
Chairman of Baltimore Technologies. Paul Sanders was appointed Acting Chief
Executive Officer while retaining his responsibilities as Chief Financial
Officer. The Company is currently undertaking a search for a new Chief
Executive Officer. Changes were also made to the Board with the appointment
of David Guyatt and Bijan Khezri as non-Executive Directors on 12th July.
Outlook:
The Board firmly believes that there is a long-term profitable opportunity
for authorisation and public key based authentication in the Company’s
traditional core sectors of finance, government, telecommunications and
healthcare. The restructuring, together with the divestment of non-core
activity will radically realign the cost base while still maintaining
leadership in innovative authentication and authorisation technology.
Financial Review
Financial Results for H1 2001 and Q2 2001:
— Quarter 2, 2001 Summary (unaudited)
Total revenues for Q2 2001 were 16.5 million pounds (US$23.2 million) an
increase of 2% compared to the same quarter last year and a decrease of
28% over Q1 2001.
Licence revenue of 6.6 million pounds (US$9.3 million) accounted for
40% of total revenue in Q2 compared to 50% in the same period last year and
53% in Q1 2001. The license revenue for the quarter decreased by 18% compared
to Q2 2000 and by 46% compared to Q1 2001. However, services revenues for Q2
2001 of 8.9 million pounds increased by 34% over Q2 2000 and by 10% over Q1
2001.
The geographic mix of revenue continues to reflect Baltimore’s strong
global footprint with EMEA, APAC and the US accounting for 47%, 28% and
25% respectively of total revenue in Q2 2001 compared to 53%, 25%, 22% in Q1
2001, and 40%, 34%, 26% in the same period last year.
Gross Profit Margin of 47% is down from 64% in the same quarter last year
and 60% in the first quarter principally due to an adverse change in license
revenue mix and under utilisation of professional services.
LBITDA (before exceptional items) of 23.7 million pounds (US$33.3 million)
increased from 4.4 million pounds (US$6.2 million) in Q2 2000 and from
17.9 million pounds (US$25.2 million) in Q1 2001. Operating expenses before
exceptional items, for Q2 2001 of 91.0 million pounds (US$127.9 million)
(including 57.6 million pounds (US$ 81.0 million) charge for amortisation)
increased by 240% from 26.7 million pounds (US$37.6 million) (including a
10.9 million pounds (US$15.3 million) charge for amortisation) in Q2 2000 and
by less than 1% from 90.4 million pounds (US$127.1 million) ( including a
57.3 million pounds (US$ 80.6 million) charge for amortisation) in Q1 2001.
Exceptional charges in the quarter totalled 393.8 million pounds
(US$553.8 million) and comprises accelerated amortisation of goodwill
389.0 million pounds (US$547.0 million), write off of Fixed Assets of
2.1 million pounds (US$3.0 million) and redundancy costs of 2.7 million pounds
(US$3.8 million).
Loss per share before Exceptional Items was 0.16 pounds (US$0.23)
At 30 June 2001, net cash totalled 53.9 million pounds (US$75.8 million),
compared to 83.6 million pounds (US$117.6 million) at the end of Q1 2001.
— Half Year 2001 Summary (unaudited)
Total revenues for H1 2001 of 39.4 million pounds (US$55.4 million)
increased by 53% compared to the same period last year. Licence revenues for
the period were 18.8 million pounds (US$26.4 million) an increase of
42% compared to Q2 2000. Licence revenue accounted for 48% of total revenue
in H1 2001 compared to 51% in H1 2000. Services revenue for H1 2001 of
17.0 million pounds (US$23.9 million) increased by 76% over H1 last year.
The geographic mix of revenue continues to reflect Baltimore’s strong
global footprint with EMEA, APAC and the US accounting for 51%, 26% and
23% respectively of total revenue in the first half of 2001 compared to
45%, 32% and 23% in the same period last year.
Gross Profit Margin of 54% is down from 65% in the first half of 2000, and
reflects the reduction in licence revenue as a proportion of total revenue
compared to the same period last year.
LBITDA (before exceptional items) of 41.6 million pounds (US$58.5 million)
increased from 9.7 million pounds (US$13.6 million) in H1 2000. Operating
expenses before exceptional items for H1 2001 of 181.4 million pounds
(US$255.1 million) (including 114.9 million pounds (US$161.6 million) charge
for amortisation), increased by 329% from 42.3 million pounds
(US$59.6 million) including 14.4 million pounds (US$20.3 million) charge for
amortisation) in H1 2000 reflecting the impact of the acquisitions made in
2000. Exceptional charges in the period totalled 393.8 million pounds
(US$553.8 million) and comprises amortisation of goodwill 389.0 million pounds
(US$547.0 million), write off of Fixed Assets of 2.1 million pounds
(US$3.0 million) and redundancy costs of 2.7 million pounds (US$3.8 million).
At 30 June 2001, net cash totalled 53.9 million pounds (US$75.8 million),
compared to 107.8 million pounds (US$151.6 million) at the end of 2000.
Goodwill Charge:
The necessity for making a Goodwill impairment charge has arisen
principally to ensure compliance with FRS 11 to reflect the likely fall in the
value of acquisitions made last year as a result of the global economic
downturn, and lower valuations for technology companies.
Working Capital:
At the end of the six month period ended 30 June 2001 the Company had a
cash balance of 53.9 million pounds (US$75.8 million), and had suffered a net
cash out flow of 43.0 million pounds (US$60.5 million) over the same period.
The targeted cost savings from the restructuring and the proceeds from the
divestment of non- core activities will ensure sufficient cash resources are
available to fully fund the anticipated net cash outflow until the Company has
positive EBITDA in Q2, 2002 and is operating cash flow positive in Q4 2002.
Revenue Restatement:
As announced on July 30, as part of the extensive business review and
restructuring, Baltimore Technologies discovered specific instances where
software revenues were overstated in the India, Middle East and Africa region
(“IMEA”) due to incorrect contract classifications, which was the direct
result of the actions of a limited number of employees. The restatement
principally relates to Q4 2000 and the impact is a reduction in the revenues
for the 12 month period ended 31st December 2000 of 5.5% from 74.2 million
pounds (US$104.4 million) to 70.1 million pounds (US$98.6 million), and in the
three month period to 31st March 2001 of 3.4% from 23.7 million pounds
(US$33.3 million) to 22.9 million pounds (US$32.2 million). These adjustments
had no effect on the results for the three month period ended 30th June 2001
or on the current cash position of the Company.
About Baltimore Technologies — A Global Leader in Security & Trust for
e-business
Baltimore Technologies’ products, services and solutions solve the
fundamental security and trust needs of e-business, ensuring that companies
can verify the identity of who they are doing business with and which
resources and information users can access on open networks. Many of the
world’s leading organisations have chosen Baltimore’s e-security technology to
conduct business more efficiently and cost effectively over the Internet and
wireless networks. The company also offers support worldwide for its
authorisation management and Public Key based authentication systems.
Baltimore’s products and services are sold directly and through its
worldwide partner network, Baltimore TrustedWorld. Baltimore Technologies is
a public company, principally trading on London (BLM). For more information
on Baltimore Technologies please visit .
