UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

 

x[X]QUARTERLY REPORT PURSUANTTO SECTION 13OR 15(d)15(D)OFTHE SECURITIES EXCHANGE ACTOF 1934

FORTHE QUARTERLY PERIOD ENDED MARCH 31, 2007

FORTHE QUARTERLY PERIOD ENDED JUNE 30, 2007

OR

 

¨[    ]TTRANSITIONRANSITION RREPORTEPORT PPURSUANTURSUANTTO SSECTIONECTION 13OR 15(d)15(D)OFTHE SSECURITIESECURITIES EEXCHANGEXCHANGE AACTCTOF 1934FORTHE TRANSITION PERIOD FROMTO

FORTHETRANSITIONPERIODFROMTO

Commission file number 000-24389

VASCO Data Security International, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

DELAWARE 36-4169320

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

1901 South Meyers Road, Suite 210

Oakbrook Terrace, Illinois 60181

(Address of Principal Executive Offices)(Zip Code)

(630) 932-8844

(Registrant’s telephone number, including area code)

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.            xYes            ¨No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer (See(see definition of “accelerated filer” in Rule 12b-2 of the Exchange Act).

¨ Large accelerated filer                    x Accelerated filer                                ¨ Non-accelerated filer

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.Act).                                                                                                      ¨ Yes            x No

There were 37,005,51237,148,042 shares of Common Stock, $.001 par value per share, outstanding at April 30,July 31, 2007.



VASCO Data Security International, Inc.

Form 10-Q

For The Quarterly Period Ended March 31,June 30, 2007

Table of Contents

 

PART I. FINANCIAL INFORMATION

  Page No.

PART I.

FINANCIAL INFORMATION

Item 1.

  Financial Statements.Statements  
  Condensed Consolidated Balance Sheets as of March 31,June 30, 2007 (Unaudited) and December 31, 2006  3
  Condensed Consolidated Statements of Operations (Unaudited) for the three and six month periodperiods ended March 31,June 30, 2007 and 2006  4
  Consolidated Statements of Comprehensive Income (Unaudited) for the three and six month periodperiods ended March 31,June 30, 2007 and 2006  5
  Condensed Consolidated Statements of Cash Flows (Unaudited) for the threesix months ended March 31,June 30, 2007 and 2006  6
  Notes to Consolidated Financial Statements (Unaudited)  7

Item 2.

  Management’s Discussion and Analysis of Financial Condition and Results of Operations  13

Item 3.

  Quantitative and Qualitative Disclosures about Market Risk  2022

Item 4.

  Controls and Procedures  2022

PART II.

OTHER INFORMATION

  

Item 4.

Submission of Matters to a Vote of Security Holders23

Item 6.

  Exhibits  2123

SIGNATURES

  2124

EXHIBIT INDEX

  2225

 


This report may contain trademarks of VASCO Data Security International, Inc. andInc.and its subsidiaries, some of which are registered, including VASCO, AccessKey, VACMan Server and VACMan/CryptaPak, AuthentiCard and Digipass.

-2-


VASCO Data Security International, Inc.

Condensed Consolidated Balance Sheets

(In thousands)

 

  March 31,
2007
 December 31,
2006
 
  (Unaudited)     

June 30,

2007

 December 31,
2006
 

ASSETS

      (unaudited) 

Current assets:

      

Cash and equivalents

  $19,959  $14,768   $29,294  $14,768 

Accounts receivable, net of allowance for doubtful accounts

   23,194   19,617    23,818   19,617 

Inventories, net

   5,725   4,275    6,896   4,275 

Prepaid expenses

   1,483   1,295    1,066   1,295 

Foreign sales tax receivable

   1,190   967 

Deferred income taxes

   488   375    403   375 

Foreign sales tax receivable

   894   967 

Other current assets

   96   23    247   23 
              

Total current assets

   51,839   41,320    62,914   41,320 

Property and equipment:

      

Furniture and fixtures

   2,476   2,273    2,591   2,273 

Office equipment

   2,557   2,395    2,766   2,395 
              
   5,033   4,668 

Total property

   5,357   4,668 

Accumulated depreciation

   (3,412)  (3,246)   (3,584)  (3,246)
              

Property and equipment, net

   1,621   1,422    1,773   1,422 

Goodwill, net of accummulated amortization

   13,049   12,685    13,186   12,685 

Intangible assets, net of accumulated amortization

   2,788   3,013    2,621   3,013 

Other assets, net of accumulated amortization

   3,845   4,206    3,467   4,206 
              

Total assets

  $73,142  $62,646   $83,961  $62,646 
              

LIABILITIES AND STOCKHOLDERS’ EQUITY

      

Current liabilities:

      

Bank borrowing

  $3,137  $2,154   $3,265  $2,154 

Accounts payable

   7,548   7,579    8,323   7,579 

Deferred revenue

   2,836   2,081 

Accrued wages and payroll taxes

   3,166   3,176    3,552   3,176 

Income taxes payable

   3,169   1,396    3,425   1,396 

Deferred revenue

   2,777   2,081 

Current deferred income taxes

   126   125    122   125 

Other accrued expenses

   3,070   2,751    3,626   2,751 
              

Total current liabilities

   23,052   19,262    25,090   19,262 

Deferred warranty revenues

   261   302    291   302 

Long-term compensation plan

   475   356    637   356 

Long-term deferred taxes

   522   520    500   520 
              

Total liabilities

   24,310   20,440    26,518   20,440 
              

Stockholders’ equity:

   

Common stock, $.001 par value - 75,000,000 shares authorized: 36,888,224 shares issued and outstanding at March 31, 2007, 36,546,289 shares issued and outstanding at December 31, 2006

   37   37 

Stockholders’ equity :

   

Common stock, $.001 par value - 75,000,000 shares authorized:

   

37,105,108 shares issued and outstanding at June 30, 2007, 36,546,289 shares issued and outstanding at December 31, 2006

   37   37 

Additional paid-in capital

   62,576   61,251    63,596   61,251 

Accumulated deficit

   (15,435)  (20,398)   (8,579)  (20,398)

Accumulated other comprehensive income - Cumulative translation adjustment

   1,654   1,316    2,389   1,316 
              

Total stockholders’ equity

   48,832   42,206    57,443   42,206 
              

Total liabilities and stockholders’ equity

  $73,142  $62,646   $83,961  $62,646 
              

See accompanying notes to consolidated financial statements.

-3-


VASCO Data Security International, Inc.

Condensed Consolidated Statements of Operations

(In Thousands, Exceptthousands, except per Share Data)share data)

(Unaudited)

 

  For Three Months Ended March 31,   Three months ended
June 30,
  Six months ended
June 30,
 
  2007 2006   2007 2006  2007 2006 

Net revenues

  $26,405  $13,690 

Net revenue

  $32,442  $18,512  $58,847  $32,202 

Cost of goods sold

   8,875   4,239    11,755   6,650   20,630   10,889 
             
       

Gross profit

   17,530   9,451    20,687   11,862   38,217   21,313 
       

Operating costs:

         

Sales and marketing

   6,090   3,977    6,659   4,466   12,749   8,443 

Research and development

   1,923   942    2,076   1,236   3,999   2,178 

General and administrative

   2,387   1,534    2,249   2,006   4,636   3,540 

Amortization of purchased intangible assets

   258   98    253   72   511   170 
                    

Total operating costs

   10,658   6,551    11,237   7,780   21,895   14,331 
                    

Operating income

   6,872   2,900    9,450   4,082   16,322   6,982 

Interest income, net

   58   60 

Impairment of Investment in Secured Services, Inc.

   —     (789)

Other income/(expense), net

   (37)  (27)

Impairment of Secured Services, Inc. (SSI) investment

   -     189   -     (600)

Interest income

   80   14   138   74 

Other income (expense)

   (8)  135   (45)  108 
             
       

Income before income taxes

   6,893   2,144    9,522   4,420   16,415   6,564 

Provision for income taxes

   1,930   974    2,666   1,386   4,596   2,360 
                    

Net income

  $4,963  $1,170   $6,856  $3,034  $11,819  $4,204 
                    

Net income per share:

   

Basic

  $0.14  $0.03 

Diluted

  $0.13  $0.03 

Weighted average common shares outstanding:

   

Basic net income per share

  $0.19  $0.08  $0.32  $0.12 

Diluted net income per share

  $0.18  $0.08  $0.31  $0.11 

Weighted average shares outstanding:

      

Basic

   36,564   36,114    36,879   36,210   36,722   36,158 
                    

Dilutive

   38,001   37,712 

Diluted

   38,228   37,690   38,115   37,697 
                    

See accompanying notes to consolidated financial statements.

-4-


VASCO Data Security International, Inc.

Consolidated StatementStatements of Comprehensive Income

(In Thousands)thousands)

(Unaudited)

 

  Three months ended
June 30,
  Six months ended
June 30,
  Three Months Ended March 31,  2007  2006  2007  2006
  2007  2006

Net income

  $4,963  $1,170  $6,856  $3,034  $11,819  $4,204

Other comprehensive income -
Cumulative translation adjustment

   338   265   735   588   1,073   853
            
      

Comprehensive income

  $5,301  $1,435  $7,591  $3,622  $12,892  $5,057
                  

See accompanying notes to consolidated financial statements.

-5-


VASCO Data Security International, Inc.

Condensed Consolidated StatementStatements of Cash Flow

(In Thousands)thousands)

(Unaudited)

 

  Three Months Ended March 31,   Six months ended June 30, 
  2007 2006   2007   2006 

Cash flows from operating activities:

       

Net income

  $4,963  $1,170   $11,819   $4,204 

Adjustments to reconcile net income to net cash provided by operating activities:

       

Impairment of SSI Investment

   —     789 

Impairment of SSI investment

   -      600 

Depreciation and amortization

   719   197    1,484    382 

Deferred tax benefit

   (7)  (330)   116    (110)

Non-cash compensation

   443   282    905    711 

Changes in assets and liabilities:

       

Accounts receivable, net

   (3,396)  733    (3,819)   (3,628)

Inventories, net

   (2,483)   (1,023)

Prepaid expenses

   (175)  94    251    246 

Inventories, net

   (1,393)  (688)

Foreign sales tax receivable

   82   (510)   (198)   (115)

Other current assets

   (73)  (172)

Other assets

   (194)   157 

Accounts payable

   (103)  (1,019)   574    (1,209)

Income taxes payable

   1,738   1,043    1,929    1,217 

Deferred revenue

   727   (689)   658    (261)

Accrued wages and payroll taxes

   (43)  (388)   303    (901)

Accrued expenses

   300   (100)   824    (110)

Deferred warranty

   (41)  (8)   (11)   42 
               

Net cash provided by operations

   3,741   404    12,158    202 
               

Cash flows from investing activities:

       

Business acquisitions

   -      (1,818)

Additions to property and equipment

   (309)  (165)   (562)   (242)

Additions to goodwill and intangibles

   (203)  (26)   (244)   (50)

Payments received on SSI note receivable

   —     30    -      220 
               

Net cash used in investing activities

   (512)  (161)   (806)   (1,890)
               

Cash flows from financing activities:

       

Proceeds/(repayment) from bank borrowing

   983   (2,397)   1,111    (85)

Proceeds from exercise of stock options and warrants

   1,001   73    1,722    190 
               

Net cash provided by (used in) financing activities

   1,984   (2,324)

Effect of exchange rate changes on cash

   (22)  187 

Net cash provided by financing activities

   2,833    105 
       

Net increase/(decrease) in cash

   5,191   (1,894)

Effect of exchange rates on cash

   341    487 

Net increase in cash

   14,526    (1,096)

Cash and equivalents, beginning of year

   14,768   16,962    14,768    16,962 
               

Cash and equivalents, end of year

  $19,959  $15,068 

Cash and equivalents, end of period

  $29,294   $15,866 
               

See accompanying notes to consolidated financial statements.

-6-


VASCO Data Security International, Inc.

Notes to Condensed Consolidated Financial Statements

(All amounts are in thousands, except per share data)

(Unaudited)

Unless otherwise noted, references in this Quarterly Report on Form 10-Q to “VASCO,” “company,” “we,” “our,” and “us,” refer to VASCO Data Security International, Inc. and its subsidiaries.

Note 1 - Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of VASCO Data Security International, Inc. and its subsidiaries (collectively, the “Company” or “VASCO”) and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission regarding interim financial reporting. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles for complete financial statements and should be read in conjunction with the audited consolidated financial statements included in the Company’scompany’s Annual Report on Form 10-K for the year ended December 31, 2006.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements, and include all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the results of the interim periods presented. All significant intercompany accounts and transactions have been eliminated. The operating results for the interim periods presented are not necessarily indicative of the results expected for a full year.

The preparation of financial statements in conformity with accounting principles generally accepted in the U. S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenuesrevenue and expenses during the reporting period. ActualOur actual results could differ from those estimates.

Revenue Recognition

The Companycompany recognizes revenue in accordance with AICPA Statement of Position (“SOP”)(SOP) 97-2 and SEC Staff Accounting Bulletin (“SAB”) 104. Revenue is recognizedWe recognize revenue when there is persuasive evidence that an arrangement exists, delivery has occurred, the fee is fixed or determinable and collection of the revenue is probable.

Hardware Revenue and License Fees: RevenuesWe record revenue from the sale of computer security hardware or the license of software are recordedlicenses upon shipment or delivery or, if an acceptance period is allowed, at the latertime of shipment or customer acceptance. No significant obligations or contingencies exist with regard to delivery, customer acceptance or rights of return at the time revenue is recognized.we recognize revenue.

Support Agreements:Support agreements generally call for the Companyus to provide technical support and software updates to our customers. Revenue on technical support and software update rights is deferred and recognized ratably over the term of the support agreement.

Consulting and Education Services: The Company providesWe provide consulting and education services to itsour customers. RevenueWe recognize revenue from such services is recognized during the period in which the services are performed.

Multiple-Element Arrangements:The Company allocates revenuesWe allocate revenue to the various elements of themultiple-element sales arrangements based on the estimated fair value of each deliverable as required by SOP 97-2 and Emerging Issues Task Force (“EITF”)(EITF) Issue No. 00-21. The fair value for each element is based on the price charged when that element is sold separately, price lists, renewal rates and other methods. When discounts are given in a multiple-element arrangement includes discounts, a proportionate amount of the discount is applied to each element based on eachthe element’s fair value without regard to the

discount. The estimated fair value of undelivered elements is deferred and recorded as revenue when services are performed or products are delivered.

-7-


SalesWe recognize revenue from sales to distributors and resellers are recognized on the same basis as sales made directly to customers. Revenue is recognizedWe recognize revenue when there is persuasive evidence that an arrangement exists, delivery has occurred, the fee is fixed or determinable and collection of the revenue is probable.

For large-volume transactions, the Companywe may negotiate a specific price that is based on the number of users of the software license or quantities of hardware supplied. The per unit prices for our large-volume transactions are generally lower than transactions for smaller quantities and the price differences are commonly referred to as volume-purchase discounts.

Software Development Costs

The CompanyVASCO capitalizes software development costs in accordance with Statement of Financial Accounting Standards (SFAS) No. 86,Accounting for the Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed. Research costs and software development costs, prior to the establishment of technological feasibility, determined based upon the creation of a working model, are expensed as incurred. Our software capitalization policy currently defines technological feasibility as a functioning beta test prototype with confirmed manufacturability (a working model), within a reasonably predictable range of costs. Additional criteria include receptive customers, or potential customers, as evidenced by interest expressed in a beta test prototype, at some suggested selling price. The Company’sOur policy is to amortize capitalized costs by the greater of (a) the ratio that current gross revenuesrevenue for a product bearbears to the total of current and anticipated future gross revenuesrevenue for that product or (b) the straight-line method over the remaining estimated economic life of the product, generally two to five years, including the period being reported on. In 2006, the company capitalized $2,448 for instructional software (see footnote 6). The Company did not incur any capitalizable software costs during the years ended December 31, 2005 and 2004.years.

Income Taxes

IncomeWe account for income taxes are accounted for under the asset and liability method. DeferredWe recognize deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. DeferredWe measure deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. TheWe recognize the effect of a change in tax rates on deferred tax assets and liabilities of a change in tax rates is recognizedand in income in the period that includes the enactment date.

The Company hasVASCO monitors its potential income tax exposure items as required by Financial Accounting Standards Board (FASB) Interpretation No. 48,Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109.

We have significant net operating loss carryforwards in the U. S. and other countries which are available to reduce theour potential liability on future taxable income. AWe have established a valuation reserve has been provided to offset most of these future benefits because we have not determined that their realization is more likely than not.

Goodwill and Other Intangibles

The CompanyVASCO accounts for goodwill and other indefinite-lived intangible assets in accordance with SFAS No. 142,Goodwill and Other Intangible Assets. This statement replaced the requirements to amortize intangible assets with indefinite lives and goodwill with a requirement for an impairment test. SFAS 142 also established accounting guidelines for identifiable intangible assets, which includedinclude customer lists, proprietary technology and other intangible assets. Intangible assets other than patents with definite lives are amortized over the useful life of the asset, generally three to seven years for proprietary technology. Patents are amortized over the life of the patent, generally 20 years in the U.S.

The Company assesses

We assess the impairment of goodwill and intangible assets with indefinite lives each year-end or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The CompanyWe completed itsour last review during December 2006. Factors considered important which could trigger an impairment review include significant underperformance relative to expected historical or projected future operating results, significant changes in the manner of our use of the acquired assets or the strategy for our overall business, and significant negative industry or economic trends.

-8-


When the Company determineswe determine that the carrying value of intangibles and goodwill may not be recoverable based upon the existence of one or more of the above indicators of impairment, we measure any impairment is measured by the excess of the carrying amount of the asset over its fair value as determined by an estimate of discounted future cash flows.

Note 2 - Acquisitions

On October 25, 2006, the CompanyVASCO acquired Unified Threat Management (UTM) specialist Able N.V. of Mechelen, Belgium.Belgium (Able). VASCO acquired all of the stock of Able, N.V., in exchange for cash consideration of5,000 ($6,300)(equivalent to $6,300 at the historical exchange rate).

The purchase price included1,250 ($1,570)(equivalent to $1,570 at the historical exchange rate) which is subject to a bank guaranty and may be returned to the Companyus in whole or in part if the seller terminates his employment with us before the Company before four years fromfourth anniversary of the acquisition date. As required by EITF 95-8,Accounting for Contingent Consideration Paid to the Shareholders of an Acquired Enterprise in a Purchase Business Combination, the Company haswe recorded this portion of the purchase price as deemed compensation in other assets, to be amortized over the required employment period.

On May 11, 2006, the CompanyVASCO acquired all of the issued and outstanding shares of Logico Smart Card Solutions GmbH and Logico Smartcard Solutions Vertriebs, GmbH. (The combined group will be referred to asGmbH (collectively, “Logico”.) The sharesfor an aggregate purchase price of Logico were acquired for$2,368. This includes a cash paymentspayment of1,236 (equivalent to $1,578). At March 31, 2007,$1,578 at the historical exchange rate) made at the time of purchase, previously acquired software rights with a net cost of $174 and estimated direct transaction costs of $416. In the first quarter this year, a payment of $200 was recorded as additional goodwill for the completion of certain performance requirements.

The aggregate purchase price was $2,368, consisting of cash payments of $1,778, previously acquired software rights with a net cost of $174 and estimated direct transaction costs of $416.

The following summarized unaudited pro forma financial information for the three and six months ended March 31,June 30, 2006 is based on the actual performance of VASCO and the businesses acquired from Logico and Able and assumes the acquisitions occurred January 1, 2006. These results are not necessarily indicative of the results that would have occurred if the acquisition had actually been completed on January 1, 2006, nor are they necessarily indicative of future consolidated results.

 

  Three Months
Ended
March 31, 2006
  Three months
ended
June 30, 2006
  

Six months
ended

June 30, 2006

Net revenues

  $14,251

Net revenue

  $19,078  $33,329

Net income

   740   2,669   3,409

Basic net income per share

   0.02   0.07   0.09

Diluted net income per share

   0.02   0.07   0.09

Note 3 – Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable represents the balance due on credit sales made to customers. The allowance for doubtful accounts is an estimate of losses that may result from customers’ inability to make payment on their outstanding balances. In the first quartertwo quarters of 2007, the $513$539 reduction in the allowance was attributable to payments received and the write-off of amounts previously reserved.

 

   March 31,
2007
  December 31,
2006
 

Accounts receivable

  $23,393  $20,329 

Allowance for doubtful accounts

   (199)  (712)
         

Accounts receivable, net

  $23,194  $19,617 
         

-9-


   June 30,
2007
  December 31,
2006
 

Accounts receivable

  $23,991  $20,329 

Allowance for doubtful accounts

   (173)  (712)
         

Accounts receivable, net

  $23,818  $19,617 
         

Note 4 - Inventories

Inventories, consisting principally of hardware and component parts, are stated at the lower of cost or market. Cost is determined using the first-in-first-out (FIFO) method.

Inventories are comprised of the following:

 

  March 31,
2007
  December 31,
2006
  June 30,
2007
  December 31,
2006

Component parts

  $2,007  $2,450  $3,101  $2,450

Work-in-process and finished goods

   3,718   1,825   3,795   1,825
            

Total

  $5,725  $4,275  $6,896  $4,275
            

Note 5 – Goodwill and Other Intangibles

The following table summarizes intangible assets and goodwill activity for the three months ended March 31,June 30, 2007:

 

  Capitalized
technology
 Patents &
trademarks
 Total
Intangible
assets
 Goodwill  Capitalized
technology
 Patents &
trademarks
 Total
Intangible
assets
 Goodwill

Net balance at December 31, 2006

  $2,880  $133  $3,013  $12,685  $2,880  $133  $3,013  $12,685

Additions

   —     —     —     203   -   41   41   203

Impairments

   —     —     —     —  

Net translation gain

   33   —     33   161   77   -   77   298

Amortization expense

   (256)  (2)  (258)  —     (506)  (4)  (510)  0
                        

Net balance at March 31, 2007

  $2,657  $131  $2,788  $13,049

Net balance at June 30, 2007

  $2,451  $170  $2,621  $13,186
                        

The addition to goodwill primarily reflects the recording of a contingent payment which was earned under the terms of the Logico acquisition.

Note 6 – Other Assets - Long Term

Other assets is comprised mostly of two components: instructional video software and deemed compensation. The cost of the software was capitalized in accordance with SFAS 86,Accounting for the Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed.This cost will be amortized on a straight line basis over a three year life, or pro rata based on actual sales as a percentage of expected sales, whichever is larger.

Deemed compensation represents the long-term portion of the Able acquisition price which is contingent upon the seller’s continued employment with the Companycompany for a four year period. The

amounts to be amortized over the next twelve months were $417$421 at March 31,June 30, 2007 and $412 at December 31, 2006 and have been included in prepaid expense.

Amortization expense for the instructional software and deemed compensation is included in selling expense.

-10-


The following table summarizes other long-term assets for the threesix months ended March 31,June 30, 2007:

 

  Instructional
software
 Deemed
compensation
 Deferred
tax asset
 Other
assets
  Total other
assets
   Instructional
software
 Deemed
compen-
sation
 Deferred
tax asset
 Other
assets
 Total other
assets
 

Net balance at December 31, 2006

  $2,380  $1,168  $465  $193  $4,206   $2,380  $1,168  $465  $193  $4,206 

Additions/(reductions)

   —     —     (99)  10   (89)   63   -   (156)  (93)  (186)

Net translation gain

   23   10   —     —     33    44   22   -   2   68 

Amortization expense

   (203)  (102)  —     —     (305)   (413)  (208)  -   -   (621)
                                

Net balance at March 31, 2007

  $2,200  $1,076  $366  $203  $3,845 

Net balance at June 30, 2007

  $2,074  $982  $309  $102  $3,467 
                                

Note 7 – Bank Borrowings

The CompanyVASCO maintains an overdraft agreement with Fortis Banque / Bank of Belgium.Banque. Under terms of the agreement, the Companywe can borrow an amount equal to 80% of itsour Belgian subsidiary’s definedeligible accounts receivable up to a maximum of 3,500 U.S. Dollars or Euros. Borrowings in Euros accrue interest at an annual rate of 5.7% and borrowings in U.S. Dollars accrue interest at an annual rate equal to the average monthly prime rate as published daily by Reuters. The Company isWe are obligated to pay a quarterly commitment fee of 0.125%. As of March 31,June 30, 2007, borrowings under the agreement totaled $3,137.$3,265. The assets, excluding inventory, of theour Belgian subsidiary secure the Company’sour obligations under the agreement and, while it has no specific termination date, the agreement can be terminated by either party withupon thirty (30) days notice. The agreement is governed by the General Lending Conditions for Corporate Customers, registered in Brussels, Belgium on December 20, 2001.

Note 8 – Income Taxes

In July 2006, the Financial Accounting Standards Board (FASB)FASB issued Interpretation No. 48,Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109.48. The Companycompany adopted Interpretation 48 effective January 1, 2007. The interpretation setsset a “more likely than not” criterion for recognizing the tax benefit of uncertain tax positions; it establishesestablished measurement criteria for tax benefits and it establishesestablished certain new disclosure requirements.

The Company’scompany’s primary tax jurisdictions and the last year for which tax returns have been cleared, either by audit or by statutory lapse, are presented in the table below. VASCO Data Security is abbreviated as follows:“VDS.”:

 

Tax Jurisdiction

  

Subsidiary

  Year

Belgium

  VDS NV  2004

Belgium

  VDS Europe NV  2005

United States

  VDS Inc.  2004

Singapore

  VDS Asia Pacific  2004

Netherlands

  VDS BV  2001

Australia

  VDS Pty. Ltd.  2003

The CompanyWe had no unrecognized tax benefits and no accrued interest or penalties at January 1, 2007 or at March 31,June 30, 2007. The Company’sOur policy is to record interest and penalties on income taxes as income tax expense.

The CompanyWe had net operating loss carryforwards at December 31, 2006 approximating $23,086 in the United States and foreign net operating loss carryforwards approximating $4,787, excluding net operating losses attributable to Logico of $3,042. These tax benefits have been recognized, but are offset by valuation reserves. Such losses, other than those attributable to Logico, are available to

offset future taxable income in the respective jurisdictions and expire in varying amounts beginning in 2018 and continuing through 2023. Utilization of Logico net operating losses

-11-


would not reduce income tax expense, but would reduce deferred tax assets or goodwill createdrecorded in the acquisition. In addition, if certain substantial changes in the Company’scompany’s ownership were deemed to have occurred, there would be an annual limitation on the amount of the U.S. carryforwards that could be utilized.

Note 9 – Stock Compensation Plan

The CompanyWe awarded 90 shares of restricted stock in the first quarter of 2007 under itsour Stock Compensation Plan.Plan, including 45 issued shares and 45 shares subject to future performance criteria. The market value of the restricted shares was $1,340 at the date of grant and will be amortized over the vesting periods, which range from one to four years.

The following table details the non-cash compensation expense incurred in the three and six months ended March 31,June 30, 2007 and 2006:

 

  Three months
ended June 30,
  Six months
ended June 30,
  March 31,
2007
  March 31,
2006
  2007  2006  2007  2006

Stock options

  $94  $157  $77  $169  $170  $326

Restricted stock

   231   125   223   140   454   264

Long-term incentive plan

   119   —     163   121   281   121
                  

Total non-cash compensation

  $443  $282  $462  $430  $905  $711
                  

Note 10 – Common Stock and Earnings per Share

The following table summarizes the activity of the Company’sVASCO’s common stock for the threesix months ended March 31,June 30, 2007:

 

  Common Stock Issued  Common stock issued
  Number of
Shares
  Value of
Shares
  Number of
shares
  Value of
shares

Exercise of options

  262  $880  479  $1,600

Exercise of warrants

  35   121  35   121

Restricted stock awards

  90   1,340  45   672

Basic earnings per share are based on the weighted average number of shares outstanding and exclude the dilutive effect of unexercised common stock equivalents. Diluted earnings per share is based on the weighted average number of shares outstanding and includes the dilutive effect of unexercised common stock equivalents to the extent they are not anti-dilutive. The details of the earnings per share calculations for the three and six month periods ended March 31,June 30, 2007 and 2006 follow:

 

  Three Months Ended
March 31,
  

Three months

ended June 30,

  

Six months

ended June 30,

  2007  2006  2007  2006  2007  2006

Net income

  $4,963  $1,170  $6,856  $3,034  $11,819  $4,204
                  

Weighted average common shares outstanding Basic

   36,564   36,114

Weighted average common shares outstanding

        

Basic

   36,879   36,210   36,722   36,158

Incremental shares with dilutive effect:

            

Stock options

   1,308   1,356   1,211   1,218   1,259   1,287

Restricted stock awards

   67   153   72   179   70   166

Warrants

   62   89   66   83   64   86
                  

Dilutive

   38,001   37,712   38,228   37,690   38,115   37,697
                  

Net income per share

            

Basic

  $0.14  $0.03  $0.19  $0.08  $0.32  $0.12

Dilutive

  $0.13  $0.03  $0.18  $0.08  $0.31  $0.11

-12-


Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

(InItem 2.     Management’s Discussion and Analysis of Financial Condition and Results of Operations (In thousands, except headcountheadcount)

Unless otherwise noted, references in this Quarterly Report on Form 10-Q to “VASCO,” “company,” “we,” “our,” and unit price data)“us” refer to VASCO Data Security International, Inc. and its subsidiaries.

Cautionary Statement for Purposes of the “Safe Harbor” Provisions of the Private Securities Litigation Reform Act of 1995Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q, including the “Management’s Discussion and Analysis of Financial Condition and Results of Operations,”Operations” and “Quantitative and Qualitative Disclosures About Market Risk” contains “forward-looking statements” within the meaning of Section 21E of the Private Securities Litigation ReformExchange Act of 19951934 and Section 27A of the Securities Act of 1933 concerning, among other things, the prospects of, and developments and business strategies for, the CompanyVASCO and itsour operations, including the development and marketing of certain new products and the anticipated future growth in certain markets in which the Companywe currently marketsmarket and sells itssell our products or anticipatesanticipate selling and marketing itsour products in the future. These forward-looking statements (i)(1) are identified by their use of such terms and phrases such as “expected,” “expects,“expect,” “believe,” “believes,” “will,” “anticipated,“anticipate,” “emerging,” “intends,“intend,“plans,“plan,” “could,” “may,” “estimates,“estimate,” “should,” “objective,”“objective” and “goals”“goal” and (ii)similar word and expressions, but such words and phrases are not the exclusive means of identifying them, and (2) are subject to risks and uncertainties and represent the Company’sour present expectations or beliefs concerning future events. The CompanyVASCO cautions that the forward-looking statements are qualified by important factors that could cause actual results to differ materially from those in the forward-looking statements, includingstatements. These risks, uncertainties and other factors have been described in greater detail in VASCO’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 filed with the Securities and Exchange Commission, and include, but are not limited to, (a) risks of general market conditions, including demand for the Company’s products and services, competition and price levels and the Company’s historical dependence on relatively few products, certain suppliers and certain key customers, andcurrency fluctuations, (b) risks inherent to the computer and network security industry, including rapidly changing technology, evolving industry standards, increasing numbers of patent infringement claims, changes in customer requirements, price competitive bidding, changing government regulations and potential(c) risks specific to VASCO, including, demand for our products and services, competition from more established firms and others. Therefore,others, pressures on price levels and our historical dependence on relatively few products, certain suppliers and certain key customers. Thus, the results that we actually achievedachieve may differ materially from expectedany anticipated results included in, or implied by these statements.

Unless otherwise noted, references in this Quarterly Report on Form 10-Q to “VASCO,” “Company,” “company,” “we,” “our,” and “us” refer to VASCO Data Security International, Inc. and its subsidiaries.

General

The following discussion is based upon the our consolidated results of operations for the three and six months ended March 31,June 30, 2007 and 2006 (percentages in the discussion may be rounded to the closest full percentage point) and should be read in conjunction with our consolidated financial statements included elsewhere in this Form 10-Q and our most recent Annual Report filed on Form 10-K filed with the Securities and Exchange Commission.

We design, develop, market and support open standards-based hardware and software security systems that manage and secure access to information assets. We also design, develop, market and support patented “Strong User Authentication” products for e-business and e-commerce. Our products enable secure financial transactions to be made over private enterprise networks and public networks, such as the Internet. Our Strong User Authentication is delivered via our hardware and software Digipass security products, (collectively “Digipasses”) most of which incorporate an electronic signature capability, which guarantees the integrity of electronic transactions and data transmissions. Some of our Digipasses are compliant with the Europay MasterCard Visa (EMV) standard and are compatible with MasterCard’s and VISA’s Chip Authentication Program (CAP). Some of our Digipass units arecomply with the Initiative for Open Authentication (OATH) compliant.. As evidenced by our current customer base, our products are purchased by companies and, depending on the business application, are distributed to either their employees or their customers. Those customers

may be other businesses or, as an example in the case of Internet banking, theour customer banks’ corporate and retail customers.

-13-


Our target market is any business process that uses some form of electronic interface where the owner of thethat process is at risk if unauthorized users can gain access to theits process and either obtain proprietary information or execute unauthorized transactions.transactions that are not authorized. Our products can not only increase the security associated with accessing the business process, thereby reducing the losses from unauthorized access, andbut also, in many cases, can reduce the cost of the process itself by automating activities that were previously performed manually.

Comparison of Results for the Three and Six Months Ended March 31,June 30, 2007 and 2006

Industry Growth:As noted above, our industry is the portion of the Internet Security market that requires strong user authentication. We believe that, while there are no accurate measurements of the total industry’s size, the industry growth rate is increasing and will continue to grow at a significant rate into the foreseeable future. Growth is being driven by new government regulations, growing awareness of the impact of identity theft, and the growth in commerce that is transacted electronically. The issues driving the growth are global issues and the rate of adoption in each country is a function of that country’s culture, the competitive position of businesses operating in those countries, the country’s overall economic conditions and the degree to which businesses and consumers within the country use technology.

Economic Conditions:Our revenuesrevenue may vary significantly with changes in the economic conditions in the countries in which we sell products currently. With our current concentration of revenuesrevenue in Europe and specifically in the banking/finance vertical market, significant changes in the economic outlook for the European banking market may have a significant effect on our revenues.revenue. During difficult economic periods, our customers often delay the rollout of existing applications and defer purchase decisions related to the implementation of our productproducts in new applications.

Currency Fluctuations. In the firstsecond quarter of 2007 and 2006, approximately 91%92% and 94%86%, respectively, of our revenue was generated outside the United States. For the six months ended June 30, 2007 and 2006, approximately 91% and 89%, respectively, were generated outside of the United States.

In addition, approximately 72% and 73%75% of our operating expenses in both the firstsecond quarter of 2007 and 2006, respectively, were incurred outside of the United States. For the first six months ended June 30, 2007 and 2006, approximately 73% and 74%, respectively, of our operating expenses were incurred outside of the United States.

Changes in foreign currency exchange rates, especially from the Euro to U.S. Dollar, exchange rate, can have a significant impact on our revenuesrevenue and expenses. ToIn general, to minimize the net impact of foreign currency exchange rate fluctuations, we attempt to denominate our billings in a currency such that it would provide a hedge against the operating expenses being incurred in that currency. In addition,Over the majority ofpast few quarters our supply contracts arerevenue in Euros has grown faster than our expenses denominated in U.S. Dollars.Euros, which has resulted in our operating income being exposed to changes in currency exchange rates (see below for the net impact). We expect that changes in currency rates may also impact our future results if we are unable to match amounts of revenue with our operating expenses in the same currency.

The U.S. Dollar weakened approximately 9%7% and 8% against the Euro for the quarter and six months ended March 31,June 30, 2007, respectively, as compared to the same period in 2006. The U.S. Dollar also weakened approximately 6%9% and 8% against the Australian Dollar for the quarter and six months ended March 31,June 30, 2007, respectively, as compared to the same periodperiods in 2006. We estimate that the weakening of the U.S. Dollar versus thethese two currencies in 2007 compared to 2006 resulted in an increase in revenuesrevenue of approximately $996$1,190 and $2,186 for the quarter and six months ended March 31,June 30, 2007, respectively, compared to the same periods in 2006 and an increase in operating expenses of

approximately $690$616 and $1,306 for the quarter and six months ended March 31, 2007.June 30, 2007, respectively, compared to the same periods in 2006.

The financial position and results of operations of many of our foreign subsidiaries are generally measured using the local currency as the functional currency. Accordingly, assets and liabilities are translated into U.S. Dollars using current exchange rates as of the balance sheet date. Translation adjustments arising from differences in exchange rates are included as a separate component of stockholders’ equity. RevenuesRevenue and expenses are translated at average exchange rates prevailing during the period. Gains and losses resulting from foreign currency transactions are included in the consolidated statements of operations. Foreign exchange transaction losses aggregating $84$161 in the firstsecond quarter of 2007 compare to lossesgains for the firstsecond quarter of 2006 of $44.$62. For the six months ended June 30, 2007, transaction losses of $245 compare to gains of $18 for the six months ended June 30, 2006. Transaction gains and losses are included in other non-operating income (expense). We try to manage

To minimize the riskimpact of exposure tochanges in transaction gains and losses, by keeping our net U.S. Dollar asset positionwe implemented a foreign exchange hedging program in Europe as close to zero as possible. To accomplish that objective,the second quarter of 2005. Under the program, our Belgian subsidiary borrows U.S. Dollars in an amount that is generally equal to its net U.S. Dollar asset position. The U.S. Dollars borrowed are

-14-


converted to Euros and invested in short-term instruments. The borrowings under this program have not been designated as a foreign currency hedge as that term is defined in FASB Statement 133,Accounting for Derivative Instruments and Hedging Activities. We plan to monitor the results of this program and, while we expect to continue the program for the near term, we may discontinue the program if it is deemed to be no longer necessary, ineffective or too costly.

Revenue

Revenue by Geographic Regions:We sell the majority of our products in European countries with significant sales in the United States Asia and other countries, primarily Australia and countries in Latinthe Asia/Pacific area and South America. The breakdown of revenue for the three and six months ended March 31,June 30, 2007 and 2006 in each of our major geographic areas was as follows:

 

  Europe,
Middle East
& Africa
 United
States
 Asia Other
Countries
 Total   Europe United
States
 Other
Countries
 Total 

Quarter Ended March 31:

      

Revenue

      

Three months ended June 30:

Three months ended June 30:

 

Total Revenue:

     

2007

  $16,201  $2,462  $4,163  $3,579  $26,405   $21,268  $2,646  $8,528  $32,442 

2006

   9,497   848   1,227   2,118   13,690    11,383   2,564   4,565   18,512 

Percent of total

      

Percent of Total:

     

2007

   61%  9%  16%  14%  100%   66%  8%  26%  100%

2006

   70%  6%  9%  15%  100%   61%  14%  25%  100%

Six months ended June 30:

Six months ended June 30:

 

Total Revenue:

     

2007

  $37,469  $5,108  $16,270  $58,847 

2006

   20,880   3,412   7,910   32,202 

Percent of Total:

     

2007

   63%  9%  28%  100%

2006

   65%  11%  24%  100%

Total revenue in the firstsecond quarter of 2007 increased $12,715$13,930 or 93%75% over the firstsecond quarter of 2006. The increase was primarily attributable to an increase in the volume of products shipped and

higher revenue resulting from the weakening of the U.S. Dollar as compared to the Euro, as previously noted. The comparison

We believe that the increase in product volume is also impactedattributed to the increased strength of our product line, growth in our distribution channel and increased awareness of the need for strong authentication to combat identity theft. We have expanded the capabilities of our core host system software, VACMAN, and increased the number of products, hardware and software, available to our customers. Once our customers have implemented the VACMAN software, they can customize their authentication processes by selecting from our broad line of hardware and software authentication products in order to match the fact that approximately $2,000appropriate level of revenue that would normally have been realizedauthentication security with their perceived level of risk.

Revenue generated in Europe during the firstsecond quarter was $9,885, or 87% higher than the second quarter of 2006 was realized in the fourth quarter of 2005. This revenue was related to orders that had been scheduled to ship in the first quarter of 2006, but were accelerated into the fourth quarter of 2005 at the customers’ request.

All of our geographic regions reported increases in volume of products shipped, which resulted in revenue increases of 71% in EMEA, 190%2006. Revenue generated in the United States 239%during the second quarter was $82 or 3% higher than the second quarter of 2006. Revenue generated from other countries during the second quarter was $3,963 or 87% higher than the second quarter of 2006. The period-over-period increase in Asia and 69%revenue in all of the geographic areas was primarily related to the aforementioned increase in volume. The increase in the United States was less than in other countries.regions due, in part, to a large order that was included in the second quarter of 2006. Also, in general, the U.S. banking market continues to defer the decision to implement strong authentication for users of its retail Internet banking services. We believe that we are well positioned to meet the needs of the U.S. market when banks decide to deploy strong user authentication to their retail banking customers.

Total revenue for the six months ended June 30, 2007 increased $26,645 or 83% over the first six months of 2006. The increase in revenue was attributable to the same factors noted above for the changes in the second quarter. Revenue for the six months ended June 30, 2007 generated in Europe was $16,589 or 79% higher than the second quarter of 2006, revenue generated in the United States was $1,696 or 50% higher than the second quarter of 2006 and revenue generated from other countries was $8,360 or 106% higher than the second quarter of 2006.

For the first six months of 2007, our top ten customers accounted for approximately 53% of total revenue as compared to 59% of total revenue in the first six months of 2006.

Revenue by Target Market:Revenues areRevenue is generated currently from two primary markets, banking/finance (“Banking”)(Banking) and Enterprise Security (formerly referred to as Corporate Network Access) through the use of both direct and indirect sales channels. The breakdown of revenue between ourthe two primary markets is as follows:

 

  Banking Enterprise
Security
 Total   Banking Enterprise
Security
 Total 

Quarter Ended March 31:

    

Revenue

    

Three months ended June 30:

Three months ended June 30:

 

Total Revenue:

    

2007

  $22,442  $3,963  $26,405   $28,450  $3,992  $32,442 

2006

   11,192   2,498   13,690    16,123   2,389   18,512 

Percent of total

    

Percent of Total:

    

2007

   85%  15%  100%   88%  12%  100%

2006

   82%  18%  100%   87%  13%  100%

Six months ended June 30:

Six months ended June 30:

 

Total Revenue:

    

2007

  $50,892  $7,955  $58,847 

2006

   27,315   4,887   32,202 

Percent of Total:

    

2007

   86%  14%  100%

2006

   85%  15%  100%

Revenue in the firstsecond quarter of 2007 from the Banking market increased $11,250$12,327 or 101%76% over the firstsecond quarter of 2006 and revenue from the Enterprise Security market increased $1,465$1,603 or 59%67% in the same period. Revenue for the first six months of 2007 from the Banking market increased $23,577 or 86%, compared to the first six months of 2006 and revenue from the Enterprise Security market increased $3,068 or 63% in the same period. The increase in total revenuesrevenue in each of the markets is attributable in part, to the developmentfactors noted above. While the increase in total revenue is similar between the two markets, the growth in Banking generally is higher than Enterprise Security due to the strength of our indirect sales channel, which includes distributors, resellers,market position in Banking and solution partners. The indirect sales channel supplementsthe strength of our direct sales force in the Banking market and is the primary source of revenues in the Enterprise Security market.

force. Growth in revenues in the Banking market reflects both the growth in the volume of banking done over the Internet and a growing awareness throughout the world with regard to the need for strong user authentication when conducting

-15-


business over the Internet. The comparison of revenues in the Banking market is affected by the acceleration of revenues from the first quarter of 2006 into the fourth quarter of 2005 as described above.

Growth in revenues in the Enterprise Security market reflectsis more dependent on the fact that we continue to broaden the product line we offer throughstrength of our indirect sales channel. We acquired Logico Smart Card Solutions (“Logico”)expect to continue to invest in the second quarterdevelopment of 2006 and Able N.V. (“Able”)the channel as well as to continue to invest in developing products for the fourth quarter of 2006. As a result of those acquisitions, Logico’s and Able’s existing products were introduced into our indirect sales channel and the engineers from those organizations were also able to strengthen our existing product lines by integrating their technologies into those product lines.channel.

Revenue for Enterprise Security revenue currently includes revenuesrevenue generated through our original equipment manufacturer (OEM) agreements and in the e-commerce market. We expect that the e-commerce market will becomebe an important source of future revenue for the Companyus as our products will not only provide a higher level of security for purchases made over the Internet; they can also help protect our customers’ revenue stream by making it more difficult for subscribers to our customers’ Internet services to share passwords.

Gross Profit and Operating Expenses

The following table sets forth, for the periods indicated, certain consolidated financial data as a percentage of revenuesrevenue for the three and six months ended March 31,June 30, 2007 and 2006:

 

  Three Months Ended
March 31,
   Three months ended Six months ended 
  2007 2006   June 30, June 30, 

Revenues

  100.0% 100.0%
  2007 2006 2007 2006 

Revenue

  100.0% 100.0% 100.0% 100.0%

Cost of goods sold

  33.6  31.0   36.3  35.9  35.1  33.8 
                    

Gross profit

  66.4  69.0   63.7  64.1  64.9  66.2 

Operating costs:

        

Sales and marketing

  23.1  29.0   20.5  24.1  21.7  26.2 

Research and development

  7.3  6.9   6.4  6.7  6.8  6.8 

General and administrative

  9.0  11.2   6.9  10.8  7.9  11.0 

Amortization of intangible assets

  1.0  0.7   0.8  0.4  0.8  0.5 
                    

Total operating costs

  40.4  47.8   34.6  42.0  37.2  44.5 
                    

Operating income

  26.0  21.2   29.1  22.1  27.7  21.7 

Impairment of investment in Secured Services, Inc.

  —    (5.8)

Interest income, net

  0.2  0.4 

Interest income

  0.2  0.1  0.2  0.2 

Recovery (impairment) of SSI investment

  -    1.0  -    (1.9)

Other income (expense), net

  (0.1) (0.1)  (0.0) 0.7  (0.1) 0.4 
                    

Income before income taxes

  26.1  15.7   29.3  23.9  27.8  20.4 

Provision for income taxes

  7.3  7.1   8.2  7.5  7.8  7.3 
                    

Net income

  18.8  8.6   21.1  16.4  20.0  13.1 
                    

Gross Profit

Consolidated gross profit for the quarter ended March 31,June 30, 2007 was $17,530,$20,687, an increase of $8,079,$8,825, or 85%74%, from $9,451 for the quarter ended March 31,June 30, 2006. Gross profit as a percentage of revenue was 66%approximately 64% in both the second quarter of 2007 and 2006. While gross profit as a percentage of revenue was approximately the same in both periods, the rates reflect an unfavorable change in the mix of our revenue with a higher percentage of revenue coming from our lower margin card reader

business, which was offset by the impact of the strengthening of the Euro compared to the U.S. Dollar.

Consolidated gross profit for the six months ended June 30, 2007 was $38,217, an increase of $16,904, or 79%, from the comparable period in 2006. Gross profit as a percentage of revenue was 65% for the first quartersix months of 2007, as compared to 69%66% for the comparable period in the first quarter of 2006. The decrease in the gross profit as a percentage of revenue primarily reflects a change in the mix of our revenues,revenue with a slightly higher percentage of the revenuesrevenue coming from the Banking market than from the Enterprise Security market (which generates higher margin sales) and a decline in the gross profitsmargins of our lower-pricedlower priced card reader business. As noted above, revenue from our Enterprise Security market, which generally has gross profits that are 25 to 30 percentage points higher than the Banking market, was 15% of our total revenue in the first quarter of 2007 compared to 18% of our total revenue in the first quarter of 2006.

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The decline in gross profitsmargins from thethese two factors noted above was partially offset by an increase in the percentage of revenue from the sale of non-hardware products and services, which include products such as our software Digipasses, host system software, maintenance, and work done to customize product for our customers. Revenuesbusiness coming from non-hardware products and services increased from 10%the strengthening of the Euro compared to the U.S. Dollar. Our non-hardware revenue inwas 14% of total revenue for the first quartersix months of 20062007 as compared to 12% of total revenue infor the first quartersix months of 2007. Gross profits as a percentage of revenues from non-hardware products and services are generally higher than those from the Enterprise Security market.2006.

As previously noted, ourOur purchases of inventory are denominated in U.S. Dollars. Also, as previously noted, we denominate a portion of our sales in Euros in order to offset the effects of foreign currency exchange rate fluctuations on operating expenses. As the U.S. Dollar has weakened againstwhen compared to the Euro and Australian Dollar when compared toin the first quarter of 2006, revenuessame periods in the prior year, revenue from sales made in Euros and Australian Dollars increased, as measured in U.S. Dollars, without the corresponding increase in cost of goods sold. The benefitimpact from changes in currency rates as noted above wasare estimated to be approximately $996$1,190 for the threequarter and $2,186 for the six months ended March 31,June 30, 2007. The benefit represents an increaseHad the currency exchange rates in 2007 been equal to the rates in 2006, the gross profit rate ofwould have been approximately 1.4 percentage points and 1.3 percentage points lower for the three and six months ended March 31, 2007.June 30, 2007, respectively, than comparable periods in 2006.

Operating Expenses

Our operating expenses are generally based on anticipated revenue levels and the majority of such expenses are fixed. As a result, small variations in the amount of revenue recognized in any given quarter could cause significant variations in the quarter-to-quarter comparisons of either the absolute amounts of operating income or operating income as a percentage of revenue.

Sales and Marketing Expenses

Consolidated sales and marketing expenses for the quarter ended March 31,June 30, 2007 were $6,090,$6,659, an increase of $2,113,$2,193, or 53%49%, from the firstsecond quarter of 2006. This increase wasin sales and marketing expenses is primarily duerelated to increased direct headcount, increased marketing program expense, higher depreciation costs, primarily related to the cost of training films developedagents in 2006,countries where we do not have a direct sales presence, increased sales-related travel, increased marketing expenses, increased non-cash compensation and the weakeningamortization of the U.S. Dollar compared to the Euroinstructional software and Australian Dollar.deemed compensation. The average full-time sales and marketing employee headcount was 103112 in the firstsecond quarter of 2007 compared to 8083 in the second quarter of 2006.

Consolidated sales and marketing expenses for the six months ended June 30, 2007 were $12,749, an increase of $4,306, or 51%, from the same period of 2006. The increase in expense was related to the same factors noted for the second quarter above. Average full-time sales and marketing employee headcount in the first quartersix months of 2006, an increase2007 was 107, compared to 82 in the first six months of 29%.2006.

Research and Development Expenses

Consolidated research and development costsexpenses for the quarter ended March 31,June 30, 2007 were $1,923,$2,076, an increase of $981,$840, or 104%68%, from the firstsecond quarter of 2006. This increase was primarily attributabledue to increased compensation expenses resulting from therelated expenses. Our acquisitions of Logico in May 2006 and Able in October 2006 have been the secondprimary sources of increased headcount and fourth quarters of 2006, respectively, and the weakening of the U.S. Dollar compared to the Euro and Australian Dollar.compensation related

expenses. Average full-time research and development employee headcount in the firstsecond quarter of 2007 was 6669, compared to 3239 in the firstsecond quarter of 2006,2006.

Consolidated research and development costs for the six months ended June 30, 2007 were $3,999, an increase of 106%.$1,821, or 84%, from the same period of 2006. This increase was related to the same factors noted for the second quarter above. Average full-time research and development employee headcount for the first six months in 2007 was 67, compared to 36 in the same period of 2006.

General and Administrative Expenses

Consolidated general and administrative expenses for the quarter ended March 31,June 30, 2007 were $2,387,$2,249, an increase of $853,$243, or 56%12%, from the firstsecond quarter of 2006. This increase was primarily due to increased professional fees, in large part related to the set up of the headquarters operation in Switzerland, increased compensation expense, increasedexpenses and recruiting costs, and the weakening of the U.S. Dollar compared to Euro and Australian Dollar. The increase in expense waswhich were partially offset by the collection of aged receivable balances that had been previously reserved.a reduction in provisions for uncollectible accounts. Average full-time general and administrative employee headcount in the firstsecond quarter of 2007 was 24, compared to 19 in the second quarter of 2006.

Consolidated general and administrative expenses for the six months ended June 30, 2007 were $4,636, an increase of $1,096, or 31%, from the same period of 2006. This increase was due to the same factors as noted for the second quarter. Average full-time general and administrative employee headcount for the first six months in 2007 was 24 compared to 18 in the first quartersame period of 2006, an increase of 33%.2006.

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Amortization of Purchased Intangible Assets

Amortization of purchased intangible assets for the second quarter and first quartersix months of 2007 increased $160 from$181 and $341, respectively, over the first quartercomparable periods of 2006. The increase was primarily related to the amortization of intangible assets resulting from the acquisition of Logico and Able in 2006.

Impairment of Investment in SSI

In the first quarter of 2006, we determined that our investment in Secured Services, Inc. (SSI) had been impaired. In the second quarter of 2006 we recovered a portion of the investment that had been impaired. The charge taken in the first quarter of 2006 represented the full amount of the remaining investment we had in SSI as of that date. There have been no further adjustments related to our investment in SSI since the second quarter of 2006.

Interest Income (Expense), net

Consolidated net interest income for the quarter ended March 31, 2007 was $58 and compares to $60 for the quarter ended March 31, 2006. The average net cash balances were comparable$80 in the first quarter of each year with the firstsecond quarter of 2007 being approximately $14,700as compared to $14,200$14 in the firstsecond quarter of 2006. For the six months ended June 30, interest income was $138 in 2007 compared to $74 in the same period of 2006. The increase in interest income in both periods is primarily attributable to income on higher average invested cash balances.

Other Income (Expense), Net

Other income primarily includes subsidies from foreign governments for investment in their respective countries and exchange gains (losses) on transactions that are denominated in currencies other than theour subsidiaries’ functional currency.currencies and subsidies received from foreign governments in support of our export business in those countries. Other expense for the second quarter of 2007 was $8 and compares to other income of $135 for the second quarter of 2006. Other expense for the first quartersix months of 2007 was $37 and compares$45 compared to expenseother income of $27 for the first quarter of 2006. As noted previously, exchange losses were $84$108 in the first quartersix

months of 2007 compared to $442006. The reduction in income in the first quarter of 2006.three and six-month periods reflect an increase in exchange losses related to U.S. Dollar positions that were not fully hedged in 2007.

Income Taxes

Income tax expense for the firstsecond quarter of 2007 was $1,930,$2,666, an increase of $956$1,280 from the firstsecond quarter of 2006. The increase in tax expense is attributable to higher pre-tax income partially offset by a decreaselower effective tax rate. The effective tax rate was 28% for the second quarter of 2007 and compares to 31% for the second quarter of 2006. The estimated annual effective tax rate in the second quarter of 2006 was 33%, but was reduced by 2% for the effect of the partial recovery of SSI impairment, which was considered a one-time income item with no corresponding tax benefit.

Income tax expense for the first six months of 2007 was $4,596, an increase of $2,236 from the same period in 2006. The increase in tax expense reflects the tax on increased earnings, partially offset by a lower effective tax rate. The effective tax rate was 28% for the first quarterhalf of 2007 and compares to 33%36% for the first quarterhalf of 2006, excluding one-time items.2006. The estimated effective tax rate reported in the first quarterhalf of 2006 was 45% as it did not reflect a benefit33%, but was increased by 3% for the effect of the impairment charge related to SSI, which was considered to be a one-time expense item forwith no corresponding tax purposes.benefit.

The effective tax rate for both periods reflects our estimate of our full-year tax rate at the end of each respective period, excluding one-time items which are tax-effected in the period in which they occur.period. The rate reported in 2007 is lower than the rate reported in 2006 as our estimate of the full-year tax rate in 2007 reflects increased earnings in Switzerland, which are taxed at a lower statutory rate and increased earnings in the United States, which will be offset by the use of tax loss carry forwards. Benefits related to the U.S. tax loss carryforwards have been fully reserved in prior periods.

At December 31, 2006, we had net operating loss carryforwards in the United States approximating $23,086 and$23,086. Benefits related to the U.S. tax loss carryforwards have been fully reserved in prior periods. We also had foreign net operating loss carryforwards approximating $4,787, excluding net operating losses attributable to Logico of $3,042. Such losses, other than those attributable to Logico are available to offset future taxable income in the respective jurisdictions and expire in varying amounts beginning in 2018 and continuing through 2023. Utilization of Logico net operating losses would not reduce income tax expense, but would reduce deferred tax assets or goodwill created in the acquisition. In addition, if certain substantial changes in the Company’sVASCO’s ownership were deemed to have occurred, there would be an annual limitation on the amount of the U.S. carryforwards that could be utilized.

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Liquidity and Capital Resources

Our net cash balance (total cash less loans payable to banks) was $26,029 at June 30, 2007, an increase of $9,207, or 55% from $16,822 at March 31, 2007, which isand an increase of approximately $4,208$13,415, or 33%106%, from $12,614 at December 31, 2006. As of March 31,At June 30, 2007, we had working capital of $28,787,$37,824, an increase of $6,729,$9,037, or 31%, from the$28,787 reported at March 31, 2007, and an increase of $15,766, or 72%, from $22,058 reported at December 31, 2006. The increase in net cash and working capital was primarily related to positive earnings before interest, taxes, depreciation and amortization (EBITDA) and proceeds from borrowings and stock option exercises, partially offset by increases in accounts receivable and inventory.

Days sales outstanding (DSO) in net accounts receivable increased from 72decreased to 67 days at December 31, 2006 toJune 30, 2007 from 81 days at March 31, 2007. The increase in daysDays sales outstanding in accounts receivable wasreceivables decreased in the second quarter of 2007 primarily relateddue to the timing of when sales were madefact that revenue was realized more evenly in the quarter. We do not believe thatsecond quarter of 2007 than in the increase in DSO will result in higher write-offs of uncollectible accounts in future quarters.first quarter.

EBITDA from continuing operations for the three and six months ended March 31,June 30, 2007 were $10,207 and 2006, were $7,554$17,761, respectively, and $2,281, respectively,reflect an increase of $5,273$5,616, or 231%.122%, and $10,889, or 158% over amounts for the same periods of the prior year. A reconciliation of EBITDA to net income for the three monthsand six-month periods ended March 31,June 30, 2007 and 2006 follows:

  Three months ended
June 30,
 Six months ended
June 30,
 
  Three Months Ended
March 31,
   2007 2006 2007 2006 
  2007 2006   (unaudited) (unaudited) 

EBITDA

  $7,554  $2,281   $10,207  $4,591  $17,761  $6,872 

Interest income, net

   58   60    80   14   138   74 

Provision for income taxes

   (1,930)  (974)   (2,666)  (1,386)  (4,596)  (2,360)

Depreciation and amortization

   (719)  (197)

Depreciaton and amortization

   (765)  (185)  (1,484)  (382)
                    

Net income

  $4,963  $1,170   $6,856  $3,034  $11,819  $4,204 
                    

We use EBITDA as a measure of performance, a simplified tool for use in communicating our performance to investors and analysts and for comparisons to other companies within our industry. As a performance measure, we believe that EBITDA presents a view of our operating results that is most closely related to serving our customers. By excluding interest, taxes, depreciation and amortization we are able to evaluate performance without considering decisions that, in most cases, are not directly related to meeting our customers’ requirements and were either made in prior periods (e.g., depreciation and amortization), or deal with the structure or financing of the business (e.g., interest) or reflect the application of regulations that are outside of the control of our management team (e.g., taxes). Similarly, we find that the comparison of our results to those of our competitors is facilitated when we do not need to consider the impact of those items on our competitors’ results.

EBITDA should be considered in addition to, but not as a substitute for, other measures of financial performance reported in accordance with accounting principles generally accepted in the United States.States (U.S. GAAP). While we believe that EBITDA, as defined above, is useful within the context described above, it is in fact incomplete and not a measure that should be used to evaluate our full performance or our prospects. Such evaluation needs to consider all of the complexities associated with our business including, but not limited to, how past actions are affecting current results and how they may affect future results, how we have chosen to finance the business and how regulations and the other aforementioned items affect the final amounts that are or will be available to shareholders as a return on their investment. Net income determined in accordance with U.S. GAAP is the most complete measure available today to evaluate all elements of our performance. Similarly, our Consolidated StatementStatements of Cash Flows providesprovide the full accounting for how we have decided to use resources provided to us from our customers, lenders and shareholders.

At March 31,June 30, 2007, we had an overdraft agreement in place with Fortis Bank, secured by our trade accounts receivable, wherein the we could borrow up to 3,500 Euros or U.S. Dollars. We borrow

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against this line of credit as part of our hedging program as noted previously. Based on receivable balances as of March 31,June 30, 2007 and the amount of borrowings outstanding under the line to support our hedging program, $363$235 of the overdraft agreement was available to us for borrowing at March 31,June 30, 2007.

We believe that our current cash balances, credit available under our existing overdraft agreement, the anticipated cash generated from operations, including the realization of deferred revenue recorded as a current liability, and deposits that will be received in future quarters on orders of the Digipass productour products will be sufficient to meet itsour anticipated cash needs over the next twelve12 months.

There is substantial risk, however, that the Companywe may not be able to achieve itsour revenue and cash goals. If the Company doeswe do not achieve those goals, it may need to significantly reduce itsour workforce, sell certain of its assets, enter into strategic relationships or business combinations, discontinue some or all of itsour operations, or take other similar restructuring actions. While the Company expectswe expect that these actions would result in a reduction of recurring costs, they also may result in a reduction of recurring revenuesrevenue and cash

receipts. It is also likely that the Companywe would incur substantial non-recurring costs to implement one or more of these restructuring actions.

For additional information related to risks, refer to Certain Factors noted in Management’s Discussion and Analysis included in the Company’sour Annual Report on Form 10-K for the fiscal year ended December 31, 2006.

Recently Issued Accounting Pronouncements

There were no recently issued accounting pronouncements that are deemed likely to have ana significant impact on our financial position or results of operations.

Item 3.Quantitative and Qualitative Disclosures about Market Risk

Item 3. Quantitative and Qualitative Disclosures about Market Risk

There have been no material changes in our market risk during the three-month periodsix months ended March 31,June 30, 2007. For additional information, refer to “Item 7A. Quantitative and Qualitative Disclosures about Market Risk”, included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2006.

Item 4.Controls and Procedures

Item 4. Controls and Procedures

We maintain a system of disclosure controls and procedures that is designed to ensure that information required to be disclosed by us in this Quarterly Report on Form 10-Q and in other reports required to be filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission for such filings. As required by Rule 13a-15(b) under the Exchange Act, our management, under the direction of our Chief Executive Officer and Chief Financial Officer, reviewed and performed an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of March 31,June 30, 2007. Based on that review and evaluation, the Chief Executive Officer and Chief Financial Officer, along with the other members of our management, have determined that as of March 31,June 30, 2007, the disclosure controls and procedures were and are effective as designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act relating to us and our consolidated subsidiaries would be accumulated and communicated to them, as appropriate, to allow timely disclosures regarding required disclosures.

There were no changes in our internal control over financial reporting (as that term is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended March 31,June 30, 2007 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

 

Item 4.Submission of Matters to a Vote of Security Holders

On Wednesday, June 13, 2007, the company held its 2007 Annual Meeting of Stockholders. The purpose of the meeting was to elect five directors.

Five candidates nominated by the Board of Directors were elected by the stockholders to serve as directors of the company at the meeting. The following sets forth the results of the voting with respect to each candidate:

Name

 

For

 

Authority

Withheld

 

Broker

Non-Votes

T. Kendall Hunt

 33,653,838 448,829   -    

Michael Cullinane

 32,646,169 1,456,498   -    

John N. Fox, Jr.

 33,621,246 481,421   -    

John R. Walter

 32,695,357 1,407,310   -    

Jean K. Holley

 33,905,229 197,438   -    

Item 6.Exhibits.

Exhibit 23 - Consent of KPMG LLP.

Exhibit 31.1 - Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated May 9,August 8, 2007.

Exhibit 31.2 - Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated May 9,August 8, 2007.

Exhibit 32.1 - Section 1350 Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated May 9,August 8, 2007.

Exhibit 32.2 - Section 1350 Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated May 9,August 8, 2007.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized, on May 9,August 8, 2007.

 

VASCO Data Security International, Inc.

/s/ T. Kendall Hunt

T. Kendall Hunt
Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)

/s/ Clifford K. Bown

Clifford K. Bown
Executive Vice President and Chief Financial Officer (Principal
(Principal Financial Officer and Principal Accounting Officer)

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EXHIBIT INDEX

Exhibit 23 - Consent of KPMG LLP.

Exhibit 31.1 - Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated May 9,August 8, 2007.

Exhibit 31.2 - Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated May 9,August 8, 2007.

Exhibit 32.1 - Section 1350 Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated May 9,August 8, 2007.

Exhibit 32.2 - Section 1350 Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated May 9,August 8, 2007.

 

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