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Executives

Mahima Patnaik - IR

Thomas Jahn - CEO

Mark Lustig - CFO

Analysts

Kevin Wink - Polynouth Capital Management

Nick Andrewes - Lazard Capital Markets

Sean Jackson - Avondale Partners LLC

Carlos Rangel - MAP

ActivIdentity Corporation (ACTI) F1Q08 Earnings Call February 11, 2008 4:30 PM ET

Operator

Good afternoon, and welcome to the ActivIdentity fiscal first quarter 2008 earnings conference call. I would like to remind you that this call is being recorded and simultaneously webcast on the Investor Relations of ActivIdentity's web site located at www.ActivIdentity.com.

At this time, I would like to turn the call over to Mahima Patnaik.

Thank you. You may begin your conference.

Mahima Patnaik - IR

Thank you, and welcome to ActivIdentity's conference call for the quarter ended December 31, 2007. Joining me today are Thomas Jahn, Chief Executive Officer, and Mark Lustig, Chief Financial Officer.

The fiscal Q1 press release is available on First Call, Marketwire and on the ActivIdentity web site. A replay of this call will be available via telephone at 8006421687 or 7066459291 for international callers. The passcode for both numbers is 33525185.

Before we start the conference call, let me remind you that the comments made on this call might contain projections or other forward-looking statements regarding the future financial performance of ActivIdentity. We caution you that such statements are only predictions, and actual or results may differ materially.

We also refer you to the company's most recent annual report filed on Form 10K and most recent quarterly report on Form 10-Q on file with the SEC.

These documents contain important factors that could cause actual results to differ materially from those contained in the company's projections or forward-looking statements.

On today's call, Thomas Jahn will provide you with an overview and perspective on our fourth quarter, and Mark Lustig will present a review of the financial results. Thomas will then provide comments on the company's business outlook. Following Thomas' comments, we will be glad to take your questions.

I'll now turn the call over to Thomas.

Thomas Jahn - CEO

Thank you, Mahima, and good afternoon.

Revenue for Q1 2008 was $15.4 million, driven by continued strength for our product in Europe. By geography, North America comprised 41% of total revenues, Europe, Middle East and Africa comprised 53% of total revenues, and the balance was derived from Asia Pacific.

In North America, as a percent of total revenue and in absolute dollars, we increased compared to the same period in the prior year despite a weakness in our U.S. government business.

Europe remained relatively flat during the three months ended December 31, 2007 compared to the same period in the prior year.

The Asia Pacific region contributed approximately 6% of our revenues.

Overall, we see the market demand for Smart Employee ID growing as businesses rely more on the Internet and the identity of employees, business partners and customers becomes crucial to a secure and trust business environment.

Now, I will go over some of our customer highlights and product wins during the quarter.

In North America, we worked to increase our footprint in the private sector by securing customers such as Shell, ING Direct, Erickson Healthcare and Telus.

Shell, a global Fortune 2000 company, was a presence in more than 130 countries and territories and required the highly scalable mechanism for access to corporate resources using a single secure login. Selection of ActivIdentity SSO was driven by the solution's ability to integrate into Shell's geographically diverse and technically disparate organization.

ING Direct, one of the largest online banks in the world, has also deployed our SSO, and we are in the process of deploying our 4TRESS AAA remote access to the organization. We believe there is a significant opportunity for the rest of our product suite here.

Erickson Healthcare, a privately held retirement community system with 20 campuses throughout the United States and over 11,000 employees is deploying ActivIdentity 4TRESS AAA remote access.

Telus, in particular, is an example of a customer win through our partnership with Sun. We are deploying our entire suite of products from SSO, AAA, Strong Authentication to CMS and ActivClient to the Canadian telecommunication company.

We continue to deploy an additional 15,000 ActivIdentity Secure Login SSO licenses to one of the largest help desk support and HR consulting service organizations in the world.

We continue to reap the benefits of our ongoing relationship with the U.S. federal government, providing ongoing support for our installed software base as well as new projects.

We also saw traction this quarter with the GSA Managed Services offering through Northrop Grumman Information Technology. Northrop Grumman will offer the MSO to customers such as the states of Virginia and Texas.

In Europe, we continue to win government deals and secured the contract with the large social security and pension organization. We are also providing our Smart Employee ID solution to a large European border crossing enforcement organization seeking to deploy secure intelligence ID badges.

ActivIdentity solutions for issuance, management and usage of Smart Cards is specifically designed to reduce security risks and improve efficiency while ensuring compliance to the latest government mandates.

ActivIdentity technology is an open standard space technology, enabling organizations to build Smart Employee identification infrastructures capable of interoperability and evolving to meet the requirements of future standards. As a result, we secured a contract with a multinational insurance company to deploy our Smart Employee ID and SSO to over 4,000 users. We believe there is significant revenue potential from this customer in the near term.

As Smart Employee ID adoption rates continue to be healthy in Europe, we continue to win significant contracts with large Fortune 2000 companies. For example, we won a contract with a European chemical company this quarter with a deployment size of over 10,000 licenses.

We also are increasing our footprint with the oil and gas companies in both Europe and the Middle East. Moreover, we extended our contract with B&P Paribas and garnered additional revenue from this customer this quarter. We believe this will continue to be a significant relationship for ActivIdentity in Europe going forward.

Similar to our partnership with Sun in North America, we continue to work with BT in Europe to deploy ActivIdentity solutions to BT customers through the OEM partnership agreement.

In Asia Pacific we are continuing to see the benefits of our deployment in the Korean banking sector. We provide two-factor authentication to one of the largest banks in Korea and believe the revenue opportunity could increase in Q2 and Q3.

In general, ActivIdentity's on track to grow the top line with a focus on global 2000 accounts with our Smart Employee ID offerings and our Strong Authentication solutions.

And now I'll turn over the call to our Chief Financial Officer, Mark Lustig, who will review our financial results for the first quarter. I'll then provide you with a few remarks about our business outlook for the remainder of the year 2008.

Mark Lustig - CFO

Thanks, Thomas, and good afternoon, everyone.

As Thomas mentioned, revenue for the first quarter of 2008 was $15.4 million. This compares to $14.6 million for the first quarter of 2007.

Net loss for the first quarter of fiscal '08 was $3.9 million or $0.09 per share, compared with a loss of $1.4 million or $0.03 per share for the fiscal first quarter of 2007.

A year-over-year increase in maintenance revenue of $1.2 million was offset by a decline in software revenues of $850,000. Q1 '07 software revenue included one large transaction with a European government agency that did not recur in Q1 of '08.

The increased loss per share in Q1 '08 is attributable to lower hardware margins based on product mix, lower margins on maintenance from increased costs allocated from Sustaining Engineering, and severance costs related to our cost reduction initiatives described on our last call.

With respect to product revenues - defined as hardware and software - for the quarter the government sector was up $1.1 million to $2.6 million compared to the prior quarter. The increase was primarily due to a large transaction with a significant international governmental agency. The government sector accounted for 26% of total product revenue, up from 17% in Q4 of '07.

Enterprise product revenues were relatively flat at $5.9 million. Enterprise product revenue represented 58% of total product revenue compared to 70% last quarter, the last quarter being characterized by weakness in the government and financial services sectors. We continued to grow our installed base in the Enterprise sector, however predicting the timing of large deal closures continues to be a challenge.

Financial Services product revenues were up about $500,000 to $1.7 million due to strength in our retailer channels in the Nordic region. Financial Service product revenue was 16% of total product revenue in the December quarter compared to 13% in the previous quarter. We expect the revenue mix to continue to fluctuate due to long sales cycles applicable to significant transactions, the related accounting treatment specific to revenue recognition and related deferrals, and the cyclical and somewhat unpredictable nature of the government business.

Maintenance revenue in Q1 '08 increased from the prior quarter by $437,000, which is the result of our growing installed base. Software and its related maintenance revenue accounted for 73% of total revenue for the December quarter compared to 77% for the September quarter in '07.

Overall, gross margins - including stock-based compensation expense - for the December quarter were 63% compared to 68% for the September quarter. This was primarily due to a higher concentration in Smart Card revenue within the hardware revenue category and an increase in the cost of sustaining maintenance during the quarter. We continue to expect gross margins to fluctuate in the future based on revenue mix and volume.

Including stock-based compensation and expenses related to our headcount reduction, our operating expenses were $14.7 million in Q1 versus $13.6 million during the September quarter. Expenses related to our cost reduction initiative announced during Q4's call and a payment made to our former CEO in alignment with his separation agreement were $908,000 in total for the quarter. Stock-based compensation was $690,000 allocated to operating expenses and an additional $82,000 in stock-based compensation was allocated in cost of sales.

Sales and marketing expenses were up by approximately $670,000 during the first quarter of 2008 versus the September quarter. The main drivers were related to increased commission expenses on higher revenues and approximately $400,000 related to headcount reductions and the non-recurrence of true ups for variable compensation that occurred during Q4. Stock-based compensation was $170,000 during the quarter.

R&D declined by a net of $270,000 compared to the prior quarter.

An increase in spending of $160,000 for severance related to our cost reduction initiatives was more than offset by an increase in absorption to cost of sales versus [gaining] engineering. Stock-based compensation made up $220,000 of R&D expenses.

General and administrative expenses were $3.1 million in the quarter versus $2.3 million during Q4 of '07. Higher consulting expenses related to Sarbanes- Oxley, which are consist with prior years, an increase in tax consulting services for the implementation of several newer accounting regulations, an increase in patent expense and approximately $81,000 of headcount-related severance accounted for the increase. Stock-based compensation expenses accounted for approximately $300,000 this quarter.

We do expect the operating expenses expense base to fluctuate going forward related to resource allocation, strategic initiatives and activities.

Other income net for the December quarter was $1.1 million. Interest income accounted for $1.6 million of that balance. The foreign exchange impact swung to a loss in Q1 '08 as the dollar reversed its decline against the British pound and the Australian dollar.

Net loss for the quarter was $0.09 per share.

Amortization of technology and amortization of intangible assets was $643,000 for the quarter, and additional stock-based compensation was $772,000 in the aggregate.

Excluding $908,000 of headcount-related expenses, our net loss for the first quarter of fiscal 2008 was $0.07 per basic and diluted share.

Cash and equivalents, including short-term investments, decreased during the quarter by $400,000 to $121.3 million driven by our net loss and the linearity of our revenue.

Deferred revenue was $14.2 million at the end of the quarter.

We are implementing our global cost reduction program which was announced last quarter, and we expect this cost reduction effort to continue through Q2. This cost reduction effort is across the board, although we do not plan to decrease our sales efforts globally. Although the figures are not finalized at this point, we expect the balance of the cost of the plan to be in the range of $1 to $1.5 million and result in annualized savings in the aggregate of approximately $4 million.

We are [inaudible] our revenue guidance for the fiscal year. We expect our revenue growth to be between 10% and 22% for fiscal 2008, reflecting continued growth in the Enterprise markets, an increase in overall industry adoption rates, and our focus on reducing the sales cycle in our global business.

I'd now like to turn the call back over to Thomas for a business outlook.

Thomas?

Thomas Jahn - CEO

Thanks, Mark. And now I will review our strategy for continued top line growth. I believe we are strategically aligned to grow in three different areas.

First, our primary focus is the employer to employee market. We are confident that this is where we will see the greatest uptake of our Smart Employee ID solutions. Our solutions converge both logical and physical access onto a single card while enabling strong authentication, single sign on, remote access, PKI and data encryption. We believe the employer to employee market, which encompasses the public and the private sector, will be instrumental in our expected path to revenue growth and profitability.

The next market we see with growth potential for us is the business to consumer market. We continue to build strong partnerships in this market to deliver strong authentication solutions for banking. We expect this market will become more regulated by standards in the future.

The last market we are focusing on is the government to citizen market. We see a global government trend towards the embedding and issuing digital identity into traditional government identification and health service cards. As such, we have made strategic investments in this space because we believe we are uniquely positioned with our IP, proven and trusted technology, and our team, comprised of industry experts.

Thus far in 2008 we have seen our product sales trend toward Smart Employee ID badges, with strength in the Enterprise sector. We are working to increase our sales reach and market share penetration in North America through our partners as we believe this sector is growing. Additionally, in Europe we plan to continue to leverage our relationships with our partners and other distribution channels to maintain and grow our top line.

We are continuing to implement our cost reduction effort globally as ActivIdentity to better align our expense base with that of our revenues. We believe this cost reduction effort is the right step towards a more efficient business.

Turning to profitability, we are working towards obtaining sustainable GAAP profitability in the second half of fiscal year 2008, and I'm making this a top priority for the company.

From an execution standpoint, this year we are going to work to decrease our length of deployment, development and sales [inaudible]. We plan on achieving this by having our sales team leverage our OEM partnerships and target specific named accounts with which we have strong relationships.

In R&D we plan on decreasing our lead times by streamlining our products and prioritizing the related development efforts.

I would like to thank the employees of ActivIdentity for their hard work and dedication, and now I will turn over the call to the operator for questions.

Operator?

Question-and-Answer Session

Operator

Thank you. (Operator Instructions) Your first question is from the line of Kevin Wink with Polynouth Capital Management.

Kevin Wink - Polynouth Capital Management

Good afternoon. A couple of questions - the first one is a clarification. When you said that you're looking at GAAP profitability in the second half of the year, are you talking on an operating basis or on a full basis, including the interest income?

Mark Lustig - CFO

That would be including the interest income

Kevin Wink - Polynouth Capital Management

Okay. Even with that objective, you probably still would have roughly another 8% to 10% of expenses as a percentage of revenues to cut out, and so maybe you could give us a little bit more color as to, you know, what are the possible plans to do that?

Mark Lustig - CFO

Well, you know, I don't have the 8% to 10% figure that you have, but we have an internal plan to grow the top line that will accommodate GAAP earnings per share with the revenue base after the completion of the headcount reductions and the expense reduction efforts that we have planed.

Kevin Wink - Polynouth Capital Management

Given the - and we own the stock, too, so we're supportive of what you're doing. We're not trying to ask, you know, inflammatory questions here.

Mark Lustig - CFO

No, not at all.

Kevin Wink - Polynouth Capital Management

Given the range of revenue growth, you know, which is pretty wide - I mean, 10% to 22% for the year - you know, where in that range do you end up with operating profitability for the second half?

Mark Lustig - CFO

Well, I'm not comfortable disclosing where in that range, but I think that the operating expenses line has some flexibility in it as well. If for example we see ourselves hitting the lower end of that range, we'll be more aggressive at the operating expenses line. And if we're going to be at the higher end of that range, we don't need to be as aggressive and we can fund the growth a little more effectively.

Kevin Wink - Polynouth Capital Management

And then just one more follow up on this. If you look at the four expense categories  cost of goods sold, sales and marketing, R&D and G&A - I'm not going to ask for, you know, what percentage cuts, you know, might you be able to do in the different categories, but on a ranking basis, I mean, where are we more likely to see decreases in expenses and where are we less likely to see decreases?

Mark Lustig - CFO

You're more likely to see them in the R&D and G&A areas and less likely to see them in the sales and marketing area.

Kevin Wink - Polynouth Capital Management

Okay. And then finally, one more question. In the employer to employee market, is Societe General possibly a sales candidate at this point?

Thomas Jahn - CEO

Can you repeat the question? I did not fully get that.

Kevin Wink - Polynouth Capital Management

It was kind of a bad joke. I said in the employer to employee market, is Societe General and their trading department possibly a prospect at this point?

Thomas Jahn - CEO

No, they are not our customers. No, no, no - they are not our customers. I can tell you that for sure.

Yeah, that is really a bad joke.

No, we are working with their competition at this point of time with the B&P Paribas, and yeah, we changed - oh, I met some people from B&P Paribas last week, and we really made a couple of jokes about that, yeah. But maybe we will get them as a customer at one point of time, if they still have the money for that.

Kevin Wink - Polynouth Capital Management

Okay, and good luck to you. You're making nice progress.

Mark Lustig - CFO

Thanks, Kevin.

Thomas Jahn - CEO

Thank you.

Operator

Your next question is from the line of Nick Andrewes with Lazard.

Nick Andrewes - Lazard Capital Markets

Hey, guys.

Mark Lustig - CFO

Hi, Nick.

Thomas Jahn - CEO

Hi, Nick.

Nick Andrewes - Lazard Capital Markets

Hey, a couple quick questions. First on your cost cutting initiatives here. I think last quarter you guys talked about $2 to $2.5 million over the next couple of quarters. It looks like you did about $900,000 in this quarter. So are we still on track for that $2 and $2.5 for the next quarter?

Mark Lustig - CFO

Yeah. We're still on track, Nick. Most of the reduction activities that have taken place have taken place domestically, where it's a little easier to take care of those cost reduction activities. And the remaining $1 to $1.5 in the plan is outside North America.

Nick Andrewes - Lazard Capital Markets

Great. And then just a couple questions on the [American] environment. You know, last quarter you talked about the sales cycle lengthening a little bit. Can you give us a little more information on that and what you guys have seen this quarter?

Mark Lustig - CFO

Can you repeat that? We - was it sales cycle lengthening?

Nick Andrewes - Lazard Capital Markets

Yeah. Last quarter you guys talked about the sales cycle lengthening a little bit, and I was wondering what you guys saw this quarter and if it's still the same or if it's increasing in length.

Thomas Jahn - CEO

Well, the sales cycle is most probably the same. We want to reduce that, Nick, by involving more of our OEM partners because with the OEM partners we are getting better access to the higher hierarchies in our customers. So up to now we have not seen any change - especially the sales cycles with the government, as you probably can imagine, are very long. In the industry, in the private industry, it really depends on whether we have partners that we can work with or whether we don't.

We have seen sales cycles being as long as three years, and we have seen sales cycles being as long as a quarter of a year, so it's really different in every situation.

Nick Andrewes - Lazard Capital Markets

Okay. And on the macro environment, when you - given the revenue growth expectation for 2008 now, are you still - and look back until the [inaudible], the 10% to 22% you gave last quarter, is it still the same segments? So is it the Enterprise side, the Financials and government? Is there any change to where you see the growth coming from in the next call it nine months here than what you did three months ago?

Thomas Jahn - CEO

No, I clearly want to see or I still see the increases in the private industry, and we have seen some results in the private industry, especially in the United States.

As I said before, we still have a weakness or we have a continued weakness in the government, and this continued weakness in the government, we last quarter we could compensate that - even more than compensate that - by wins in the private business in the United States.

Nick Andrewes - Lazard Capital Markets

Okay, great. And lastly, how big was the revenue from the OEMs this quarter, or your partners?

Mark Lustig - CFO

I'm sorry, we don't really disclose that.

Nick Andrewes - Lazard Capital Markets

All right. Thanks a lot, guys.

Mark Lustig - CFO

Sure.

Operator

(Operator Instructions) Your next question is from the line of Sean Jackson with Avondale Partners.

Sean Jackson - Avondale Partners LLC

Good afternoon, guys. Can you hear me okay?

Mark Lustig - CFO

Yeah, we can hear you fine.

Sean Jackson - Avondale Partners LLC

I just want to go through the numbers again as far as the restructuring and the cost savings as a result of them. It looks like you guys did $14.7 million in operating expenses, almost $1 million of which was the restructuring.

Mark Lustig - CFO

Yes.

Sean Jackson - Avondale Partners LLC

So kind of a baseline number there is $13.7. Now, if you say you're going to have $4 million in annual cost savings, can we assume then that exiting fiscal year '08, the operating expense line is going to be closer to $12.7? Is that fair to say?

Mark Lustig - CFO

I think that's fair to say.

Sean Jackson - Avondale Partners LLC

Okay. Thanks. Also regarding the margins for this past quarter, I think you mentioned on the gross margin side - you know, the business mix shift and so forth, why hardware margins were so much lower - can you go over again why maintenance margins were lower during the quarter?

Mark Lustig - CFO

Well, you know, we've been on a new system - Oracle - now for about a year, and we're starting to realize some of the benefits. And some of the benefits are related to project costing and project accounting, and we actually identified that the spend in R&D is a bit more significant than we had otherwise anticipated related to ongoing maintenance and support. So that's what created the greater level of absorption out of the R&D line into the cost of sales of line for maintenance cost of sales.

Sean Jackson - Avondale Partners LLC

Okay, so that is something that will tend to continue?

Mark Lustig - CFO

It will be more likely to recur than not. Now at the same time we're going to assess why our spend is what our spend is and try to bring those costs down. But yeah, I would not consider it a blip.

Sean Jackson - Avondale Partners LLC

Okay. And also the stock comp number for the quarter. I just want to make sure I heard that right. I'm coming up with about 772 or is it 690?

Mark Lustig - CFO

No, I think it's 772, which is inclusive of about 80,000 roughly that's in cost of sales.

Sean Jackson - Avondale Partners LLC

Okay, that's what I thought. And lastly just on the demand side and the Financial Services sector, it looked like the December quarter was a little stronger than the September quarter. Are you seeing any kind of change in behavior on the Financial Services side, both in the U.S. or in Europe?

Thomas Jahn - CEO

Unfortunately, we don't see much of a change in the United States in the Financial Services side. In Europe, I think the trend goes on, and in Europe the trend is very positive for us because there is a high awareness and the banks are looking for solutions in that area, and that is for the banks and for the insurance industry.

I hope that at one point of time this trend will also come over the Atlantic Ocean and be here, but the trends continue as before.

Sean Jackson - Avondale Partners LLC

Okay, now let me just clarify a little bit. The trend in the U.S. meaning - what I, I guess, meant was, from some of the subprime issues that you hear about on the, you know, the popular press. Has that had any effect?

Thomas Jahn - CEO

No, that did not have any effect on us. No, I think that it not something we could have prevented or helped with, so that's not - that does not have any effect on us.

Sean Jackson - Avondale Partners LLC

Okay. And just competitively, have you seen any difference in other firms out there?

Thomas Jahn - CEO

When we are talking, for example, about the government and the government weaknesses, then it is not that we are getting new competitors into the government side. It is simply showing that the governments more or less stopped buying for the time being.

And also in the industry, we are seeing the same competitors. We do not see any shift that they are getting stronger or weaker or whatever, so it is the same picture, Sean.

Sean Jackson - Avondale Partners LLC

Okay. I guess on HSPD-12, can you just comment on, you know, are you still kind of disappointed with how that's going? Is the opportunity still there? Can you give us some kind of timing?

Thomas Jahn - CEO

Well, first of all, the opportunity is still there. Clearly, the opportunity is still there. The timing is something we don't know, and the timing is something that the government also cannot tell us at this point of time.

So there is a deadline, and the deadline is October 31, where there is further deployment of those solutions, but we don't know whether that maybe postponed.

One of the reasons why, also, the deployment in the government is not as expected is that some of these initiatives were not funded. That means they were not in the budget, and in order to do these initiatives, the departments had to cut out other spending in order to fund these infrastructure actions. And not all departments were willing or able to do that, and therefore this did not have the highest priority by definition.

Sean Jackson - Avondale Partners LLC

Okay. Thank you.

Mark Lustig - CFO

Thank you.

Operator

Your next question is from the line of Carlos Rangel with MAP.

Carlos Rangel - MAP

Hi, good afternoon. Thank you for taking my call.

Mark Lustig - CFO

Thank you, Carlos.

Carlos Rangel - MAP

Mainly it was about HSPD-12, so you answered my question before. Thank you.

Mark Lustig - CFO

Thank you.

Thomas Jahn - CEO

Thank you.

Operator

There are no further questions at this time.

Thomas Jahn - CEO

Thank you. Thank you for participating in the call. I'll talk to you the next time.

Mark Lustig - CFO

Thanks very much.

Operator

Thank you for participating in today's conference call. You may now disconnect.

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