<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) JULY 21, 1997
------------------------
PRINTRAK INTERNATIONAL INC.
(Exact name of registrant as specified in charter)
DELAWARE 333-04610 33-0070547
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
1250 NORTH TUSTIN AVENUE ANAHEIM, CA 92807
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (714) 238-2000
NOT APPLICABLE
(Former name or former address, if changed since last report.)
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On May 7, 1997, Printrak International Inc. ("Printrak") acquired
all of the issued and outstanding capital stock of TFP Inc. ("TFP"), a
South Carolina corporation in accordance with the terms and conditions of
the Agreement and Plan of Reorganization and Merger dated as of April 7,
1997 (the "Agreement"), by and among Printrak, TFP Acquisition Corp., a
South Carolina corporation and wholly-owned subsidiary of Printrak, and
TFP. Pursuant to the Merger Agreement, TFP became a wholly-owned
subsidiary of Printrak and the outstanding shares and outstanding
warrants to purchase shares of TFP Common Stock and Series A Preferred
Stock have been converted into an aggregate of 1,399,494 shares of fully
paid and non-assessable Common Stock, $.0001 par value, of Printrak. The
outstanding options to purchase shares of TFP Common Stock have been
converted into the right to acquire 116,496 shares of Common Stock of
Printrak. The terms of the Merger Agreement were the result of
arm's-length negotiations among the parties. Printrak intends to account
for the Merger as a pooling-of-interests.
A Form 8-K was filed on May 22, 1997 reporting this transaction, which
included the audited financial statements of TFP. This amended Current
Report is being filed to submit pro forma combined financial information as
required pursuant to Item 7.
2
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED (All of the financial
statements required by Item 7(a) are incorporated by reference
to Exhibit 99.2 of the Registrant's Form 8-K filed on May 22, 1997)
(b) Pro Forma Combined Financial Information
- PRO FORMA condensed balance Sheets as of March 31, 1997
- PRO FORMA condensed Statement of Operations for the years ended
March 31, 1995, 1996 and 1997
- PRO FORMA condensed Statements of Cash Flow for the years ended
March 31, 1995, 1996 and 1997
The unaudited pro forma condensed combined financial statements
prepared in accordance with Regulation S-X and required to be filed
pursuant to this Item, including the notes thereto, are qualified in their
entirety by reference to, and should be read in conjunction with, the
historical consolidated financial statements of Printrak International,
including the notes thereto, incorporated herein by reference, and the
historical financial statements of TFP Inc. filed on May 22, 1997. The
unaudited pro forma condensed combined financial statements are attached
herewith in Exhibit 99.1.
The unaudited pro forma condensed combined financial statements assume
a business combination between Printrak International and TFP accounted for
on a pooling-of-interests basis and are based on each company's respective
historical financial statements, as adjusted to conform TFP's fiscal year
end and certain accounting policies, primarily related to revenue
recognition to those of Printrak. The pro forma condensed combined balance
sheets combines Printrak's consolidated balance sheets as of March 31, 1997
and 1996 with TFP's balance sheets as of March 31, 1997 and 1996, giving
effect to the Acquisition as of March 31, 1997 and 1996. The pro forma
condensed combined statements of income combine Printrak's historical
results for the years ended March 31, 1997, 1996 and 1995 with TFP's
historical results, adjusted as discussed above, for the years ended
March 31, 1997, 1996 and 1995, giving effect to the Acquisition
as if it had occurred at the beginning of each period presented.
The pro forma information is presented for illustrative purposes only
and is not necessarily indicative of the operating results or the financial
position that would have occurred if the Acquisition had been consummated
at the beginning of the period presented, nor is it necessarily indicative
of future operating results or financial position.
(c) EXHIBITS.
2.1 Agreement and Plan of Reorganization and Merger dated April 7,
1997 (Incorporated by reference to Exhibit 10.0 of the
Registrant's Form 8-K filed on April 17, 1997)
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Deloitte & Touche LLP
99.1 Press Release dated April 7, 1997 (incorporated by reference
to Exhibit 99.1 of the Registrant's Form 8-K filed on
April 17, 1997)
99.2 Financial Statements of TFP Inc., described in Item 7(a) above
(incorporated by reference to Exhibit 99.2 of the Registrant's
Form 8-K filed on May 22, 1997)
99.3 PRO FORMA Financial Statements of TFP Inc. described in
Item 7(a) above
99.4 Employment and Non-Competition Agreement - Barry B. White
(incorporated by reference to Exhibit 99.1 of Barry B. White's
Schedule 13D filed on May 16, 1997)
3
<PAGE>
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 hereunto duly authorized.
Date: July 21 1997 PRINTRAK INTERNATIONAL INC.
\S\ RICHARD M. GILES
--------------------------------------------
Richard M. Giles
Chairman of the Board, Chief Executive
Officer and President
Chief Financial Officer
4
<PAGE>
EXHIBIT INDEX
SEQUENTIAL
EXHIBIT NO. DESCRIPTION PAGE NO.
- - ----------- ----------- -----------
2.1 Agreement and Plan of Reorganization and Merger --
dated April 7, 1997 (incorporated by reference to
Exhibit 10.1 of the Registrant's Form 8-K filed
on April 17, 1997)
23.1 Consent of KPMG Peat Marwick LLP 6
23.2 Consent of Deloitte & Touche LLP* --
99.1 Press Release dated April 7, 1997 (incorporated by --
reference to Exhibit 99.1 of the Registrant's
Form 8-K filed on April 17, 1997)
99.2 Financial Statements of TFP Inc. described in --
Item 7(a) above (incorporated by reference to
Exhibit 99.2 of the registrant's Form 8-K filed
on May 22, 1997)
99.3 PRO FORMA Financial Statements of TFP Inc. described 8
in Item 7(b) above
99.4 Employment and Non-competition Agreement - --
Barry B. White (incorporated by reference to
Exhibit 99.1 of Barry B. White's Schedule 13D
filed on May 16, 1997)
* To be filed by amendment
5
<PAGE>
[LOGO]Peat Marwick LLP
One Insignia Financial Plaza
P.O. Box 10529
Greenville, SC 29603
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
TFP Inc.:
We consent to the inclusion of our report dated February 17, 1997, with
respect to the consolidated balance sheet of TFP Inc. and subsidiaries as of
December 31, 1996, and the related consolidated statements of operations,
stockholders' equity (deficit), and cash flows for the year then ended, which
report appears in the Form 8-K of Printrak International, Inc. dated May 22,
1997.
/s/ [illegible]
Greenville, South Carolina
May 21, 1997
<PAGE>
1995 Combined P&L
Printrak International Inc.
8-KA Pro Forma Financial Statements
Printrak TFP Combined
REVENUES: 1995 1995 1995
------------------------------------------
System 17,553,000 4,483,000 22,036,000
Maintenance 9,246,000 361,000 9,607,000
Total revenues 26,799,000 4,844,000 31,643,000
COST OF REVENUES:
System cost of revenue 10,465,000 2,466,000 12,931,000
Maintenance cost of revenues 4,810,000 474,000 5,284,000
Total cost of revenues 15,275,000 2,940,000 18,215,000
Gross profit 11,524,000 1,904,000 13,428,000
OPERATING EXPENSES:
Research, development and engineering 4,301,000 566,000 4,867,000
Selling, general and administrative 7,320,000 2,033,000 9,353,000
Total operating expenses 11,621,000 2,599,000 14,220,000
Operating income (loss) (97,000) (695,000) (792,000)
Amortization of deferred credit 1,207,000 - 1,207,000
Foreign currency gain (loss) (12,000) - (12,000)
Interest (expense) income (454,000) (40,000) (494,000)
Other income (expense) 600,000 14,000 614,000
Total other income, net 1,341,000 (26,000) 1,315,000
Income (loss) before provision
for income taxes 1,244,000 (721,000) 523,000
Provision (benefit) for income taxes 218,000 (199,000) 19,000
Net income (loss) 1,026,000 (522,000) 504,000
Net Income per share 0.06
Weighted average Shares outstanding 8,755,000
Page 1
<PAGE>
1996 Combined P&L
Printrak TFP Combined
REVENUES: 1996 1996 1996
------------------------------------------
System 35,806,000 5,594,000 41,400,000
Maintenance 9,911,000 756,000 10,667,000
Total revenues 45,717,000 6,350,000 52,067,000
COST OF REVENUES:
System cost of revenue 21,158,000 2,930,000 24,088,000
Maintenance cost of revenues 4,963,000 731,000 5,694,000
Total cost of revenues 26,121,000 3,661,000 29,782,000
Gross profit 19,596,000 2,689,000 22,285,000
OPERATING EXPENSES:
Research, development and engineering 8,558,000 716,000 9,274,000
Selling, general and administrative 9,776,000 2,507,000 12,283,000
Total operating expenses 18,334,000 3,223,000 21,557,000
Operating income (loss) 1,262,000 (534,000) 728,000
Amortization of deferred credit 1,207,000 - 1,207,000
Foreign currency gain (loss) 67,000 - 67,000
Interest (expense) income (334,000) (94,000) (428,000)
Other income (expense) 2,000 2,000
Total other income, net 940,000 (92,000) 848,000
Income (loss) before provision
for income taxes 2,202,000 (626,000) 1,576,000
Provision (benefit) for income taxes 366,000 222,000 588,000
Net income (loss) 1,836,000 (848,000) 988,000
Net Income per Share 0.11
Weighted Average Shares Outstanding 9,085,000
Page 2
<PAGE>
1997 Combined P&L
Printrak TFP Combined
REVENUES: 1997 1997 1997
System 49,125,000 5,603,000 54,728,000
Maintenance 9,740,000 1,115,000 10,855,000
Total revenues 58,865,000 6,718,000 65,583,000
COST OF REVENUES:
System cost of revenue 25,313,000 2,798,000 28,111,000
Maintenance cost of revenues 5,252,000 780,000 6,032,000
Total cost of revenues 30,565,000 3,578,000 34,143,000
Gross profit 28,300,000 3,140,000 31,440,000
OPERATING EXPENSES:
Research, development and engineering 10,186,000 673,000 10,859,000
Selling, general and administrative 11,541,000 2,320,000 13,861,000
Total operating expenses 21,727,000 2,993,000 24,720,000
Operating income (loss) 6,573,000 147,000 6,720,000
Amortization of deferred credit - -
Foreign currency gain (loss) (144,000) - (144,000)
Interest (expense) income 141,000 (227,000) (86,000)
Other income (expense) 275,000 8,000 283,000
Total other income, net 272,000 (219,000) 53,000
Income (loss) before provision
for income taxes 6,845,000 (72,000) 6,773,000
Provision (benefit) for income taxes 2,417,000 (276,000) 2,141,000
Net income (loss) 4,428,000 204,000 4,632,000
Net Income per share 0.42
Weighted average shares outstanding 10,963,000
Page 3
<PAGE>
1996 Combined BS
<TABLE>
<CAPTION>
1996 1996 1996 Balance Sheet Balance Sheet
Printrak TFP Combined Adjustments Total
----------------------------------------------------------------------------
ASSETS:
CURRENT ASSETS:
<S> <C> <C> <C> <C> <C>
Cash and cash equivalents 3,154,000 107,000 3,261,000 3,261,000
Short-term investments 364,000 - 364,000 364,000
Accounts receivable, including unbilled 11,086,000 629,000 11,715,000 11,715,000
amount of $5,315,000
Related party accounts receivable - 41,000 41,000 41,000
Inventories, net 8,852,000 314,000 9,166,000 9,166,000
Prepaid expenses and other current assets 363,000 8,000 371,000 371,000
Deferred income taxes 86,000 86,000 86,000
----------------------------------------------------------------------------
Total current assets 23,819,000 1,185,000 25,004,000 25,004,000
LONG-TERM RECEIVABLES - - - -
NOTES RECEIVABLE FROM RELATED PARTIES 1,390,000 - 1,390,000 1,390,000
OTHER LONG-TERM ASSETS - 33,000 33,000 33,000
PROPERTY AND EQUIPMENT 2,889,000 494,000 3,383,000 3,383,000
DEFERRED INCOME TAXES 4,847,000 - 4,847,000 4,847,000
----------------------------------------------------------------------------
TOTAL ASSETS 32,945,000 1,712,000 34,657,000 34,657,000
CURRENT LIABILITIES:
Accounts payable 4,761,000 521,000 5,282,000 5,282,000
Accrued wage and employee benefits 1,575,000 - 1,575,000 1,575,000
Other accrued liabilities 1,541,000 420,000 1,961,000 800,000 2,761,000
Related party loans - 55,000 55,000 55,000
Current portion of long-term debt 888,000 61,000 949,000 949,000
Deferred revenue 3,904,000 914,000 4,818,000 4,818,000
Page 4
<PAGE>
<CAPTION>
1996 Combined BS
Income taxes payable 234,000 - 234,000 234,000
----------------------------------------------------------------------------
Total current liabilities 12,903,000 1,971,000 14,874,000 800,000 15,674,000
LONG-TERM DEBT, less current portion 5,614,000 128,000 5,742,000 5,742,000
OTHER LONG-TERM LIABILITIES - - - -
----------------------------------------------------------------------------
Total liabilities 18,517,000 2,099,000 20,616,000 800,000 21,416,000
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred stock $.0001 par value; 723,000 723,000 (723,000) -
5,000,000 shares authorized; no shares outstanding
Common stock $.0001 par value; 20,000,000 shares 1,000 270,000 271,000 (270,000) 1,000
authorized; 8,723,200 shares issued and outstanding
Additional paid-in capital 308,000 - 308,000 723,000 1,301,000
270,000
Retained earnings 14,352,000 (1,391,000) 12,961,000 (800,000) 12,161,000
Note receivable from stockholder (300,000) - (300,000) (300,000)
Unrealized gain on short-term investments 41,000 - 41,000 41,000
Cumulative foreign exchange translation adjustment 26,000 11,000 37,000 37,000
----------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY 32,945,000 1,712,000 34,657,000 - 34,657,000
Page 5
</TABLE>
<PAGE>
1997 Combined BS
<TABLE>
<CAPTION>
1997 1997 1997 Balance Sheet Balance Sheet
Printrak TFP Combined Adjustments Total
----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ASSETS:
CURRENT ASSETS:
Cash and cash equivalents 3,734,000 98,000 3,832,000 3,832,000
Short-term investments 4,599,000 - 4,599,000 4,599,000
Accounts receivable, net including unbilled 22,943,000 596,000 23,539,000 23,539,000
amount of $8,337,255
Inventories, net 4,890,000 284,000 5,174,000 5,174,000
Prepaid expenses and other current assets 463,000 55,000 518,000 518,000
Deferred taxes 902,000 156,000 1,058,000 1,058,000
----------------------------------------------------------------------------
Total current assets 37,531,000 1,189,000 38,720,000 38,720,000
NOTES RECEIVABLE FROM RELATED PARTIES 543,000 - 543,000 543,000
OTHER LONG-TERM ASSETS 1,578,000 280,000 1,858,000 1,858,000
PROPERTY AND EQUIPMENT 5,096,000 474,000 5,570,000 5,570,000
DEFERRED INCOME TAXES 2,867,000 - 2,867,000 2,867,000
----------------------------------------------------------------------------
TOTAL ASSETS 47,615,000 1,943,000 49,558,000 49,558,000
CURRENT LIABILITIES:
Accounts payable 3,990,000 441,000 4,431,000 4,431,000
Accrued wage and employee benefits 1,807,000 1,807,000 1,807,000
Other accrued liabilities 2,442,000 346,000 2,788,000 800,000 3,588,000
Related party loans 55,000 55,000 55,000
Current portion of long-term debt 184,000 63,000 247,000 247,000
Deferred revenue 2,742,000 1,177,000 3,919,000 3,919,000
Income taxes payable 623,000 8,000 631,000 631,000
----------------------------------------------------------------------------
Total current liabilities 11,788,000 2,090,000 13,878,000 800,000 14,678,000
</TABLE>
Page 6
<PAGE>
1997 Combined BS
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
LONG-TERM DEBT, less current portion 1,472,000 52,000 1,524,000 1,524,000
OTHER LONG-TERM LIABILITIES 159,000 - 159,000 159,000
------------------------------------------------------------------------
Total liabilities 13,419,000 2,142,000 15,561,000 800,000 16,361,000
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred stock $.0001 par value; 773,000 773,000 (773,000) -
5,000,000 shares authorized; no shares outstanding
Common stock $.0001 par value; 20,000,000 shares 1,000 270,000 271,000 (270,000) 1,000
authorized; 11,100,000 shares issued and outstanding
Additional paid-in capital 15,713,000 - 15,713,000 773,000 16,756,000
270,000
Retained earnings 18,780,000 (1,238,000) 17,542,000 (800,000) 16,742,000
Note receivable from stockholder (300,000) - (300,000) (300,000)
Unrealized gain on short-term investments 46,000 - 46,000 46,000
Cumulative foreign exchange translation adjustment (44,000) (4,000) (48,000) (48,000)
------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY 47,615,000 1,943,000 49,558,000 - 49,558,000
</TABLE>
Page 7
<PAGE>
1995 Combined Cash Flow
<TABLE>
<CAPTION>
Printrak TFP Combined
1995 1995 1995
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income 1,026,000 (521,685) 504,315
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 3,087,000 108,795 3,195,795
Amortization of deferred credit (1,207,000) (1,207,000)
Deferred income tax provision 27,000 (270,000) (243,000)
Changes in operating assets and liabilities:
Accounts receivable, net 262,000 (406,945) (144,945)
Inventories, net (3,343,000) (29,962) (3,372,962)
Prepaid expenses and other current assets 23,000 10,547 33,547
Accounts payable 852,000 301,793 1,153,793
Accrued liabilities (895,000) 158,260 (736,740)
Deferred revenue 1,462,000 518,159 1,980,159
Income taxes payable (72,000) 67,000 (5,000)
Other (35,828) (35,828)
Net cash provided by (used in) operating activities 1,222,000 (99,866) 1,122,134
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (1,102,000) (380,204) (1,482,204)
Proceeds from sale of land and building - -
Capitalized software development costs (2,668,000) (2,668,000)
Purchases of short-term investments (1,000) (1,000)
Receipt of notes receivable from related parties - 215,409 215,409
Net cash (used in) provided by investing activities (3,771,000) (164,795) (3,935,795)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term debt 3,555,000 630,516 4,185,516
Principal payments on long-term debt (630,000) (337,511) (967,511)
Dividends paid (1,000,000) (1,000,000)
Net cash provided by (used in) financing activities 1,925,000 293,005 2,218,005
EFFECT OF EXCHANGE RATE CHANGES ON
CASH BALANCES 96,000 - 96,000
NET (DECREASE) INCREASE IN CASH AND (528,000) 28,344 (499,656)
CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS, beginning of year 1,477,000 (28,353) 1,448,647
CASH AND CASH EQUIVALENTS, end of year 949,000 (9) 948,991
</TABLE>
Page 8
<PAGE>
1996 Combined Cash Flow
<TABLE>
<CAPTION>
Printrak TFP Combined
1996 1996 1996
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income 1,836,000 (847,848) 988,152
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 3,884,000 202,894 4,086,894
Amortization of deferred credit (1,207,000) (1,207,000)
Deferred income tax provision 154,000 184,188 338,188
Changes in operating assets and liabilities: -
Accounts receivable, net (4,938,000) 64,427 (4,873,573)
Inventories, net (2,711,000) 247,638 (2,463,362)
Prepaid expenses and other current assets 50,000 6,681 56,681
Accounts payable 2,544,000 (31,680) 2,512,320
Accrued liabilities 926,000 52,084 978,084
Deferred revenue 1,547,000 145,618 1,692,618
Income taxes payable 125,000 -67000 58,000
Other 39,637 39,637
Net cash provided by (used in) operating activities 2,210,000 (3,361) 2,206,639
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (2,230,000) (350,121) (2,580,121)
Proceeds from sale of land and building 3,330,000 3,330,000
Capitalized software development costs - -
Purchases of short-term investments - -
Receipt of notes receivable from related parties (160,000) (59,389) (219,389)
Net cash (used in) provided by investing activities 940,000 (409,510) 530,490
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuance of redeemable preferred stock 689,612 689,612
Proceeds from long-term debt 3,200,000 407,497 3,607,497
Principal payments on long-term debt (4,103,000) (577,511) (4,680,511)
Dividends paid - -
Proceeds from exercise of stock options 8,000 8,000
Net cash provided by (used in) financing activities (895,000) 519,598 (375,402)
EFFECT OF EXCHANGE RATE CHANGES ON
CASH BALANCES (50,000) - (50,000)
NET (DECREASE) INCREASE IN CASH AND 2,205,000 106,727 2,311,727
CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS, beginning of year 949,000 (9) 948,991
CASH AND CASH EQUIVALENTS, end of year 3,154,000 106,718 3,260,718
</TABLE>
Page 9
<PAGE>
1997 Combined Cash Flow
<TABLE>
<CAPTION>
Printrak TFP Combined
1997 1997 1997
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income 4,428,000 203,635 4,631,635
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 2,418,000 241,087 2,659,087
Amortization of deferred credit - -
Deferred income tax provision 1,078,000 (70,188) 1,007,812
Changes in operating assets and liabilities:
Accounts receivable, net (11,857,000) 33,382 (11,823,618)
Inventories, net 571,000 29,770 600,770
Prepaid expenses and other current assets (1,678,000) (46,600) (1,724,600)
Accounts payable (772,000) (79,860) (851,860)
Accrued liabilities 1,134,000 (73,170) 1,060,830
Deferred revenue (1,162,000) 262,763 (899,237)
Income taxes payable 389,000 7,962 396,962
Other (254,010) (254,010)
Net cash provided by (used in) operating activities (5,451,000) 254,771 (5,196,229)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (1,229,000) (229,961) (1,458,961)
Proceeds from sale of land and building -
Capitalized software development costs -
Purchases of short-term investments (4,235,000) (4,235,000)
Receipt of notes receivable from related parties 847,000 41,435 888,435
Net cash (used in) provided by investing activities (4,617,000) (188,526) (4,805,526)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term debt 6,116,000 6,116,000
Principal payments on long-term debt (10,803,000) (74,561) (10,877,561)
Dividends paid -
Proceeds from exercise of stock options 690,000 690,000
Net proceeds received from initial public offering 14,715,000 14,715,000
Net cash provided by (used in) financing activities 10,718,000 (74,561) 10,643,439
EFFECT OF EXCHANGE RATE CHANGES ON
CASH BALANCES (70,000) - (70,000)
NET (DECREASE) INCREASE IN CASH AND 580,000 (8,316) 571,684
CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS, beginning of year 3,154,000 106,718 3,260,718
CASH AND CASH EQUIVALENTS, end of year 3,734,000 98,402 3,832,402
</TABLE>
Page 10
<PAGE>
PRINTRAK INTERNATIONAL INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED
COMBINED FINANCIAL STATEMENTS
a. BASIS OF PRESENTATION
The unaudited pro forma condensed combined balance sheet combines the
historical balance sheets of Printrak International Inc. ("Printrak") and TFP
Inc. ("TFP") as of March 31, 1997 and 1996. The unaudited pro forma
condensed combined statement of income combines the historical statements of
income of Printrak and TFP for the years ended March 31, 1997, 1996 and 1995,
respectively. The historical amounts for TFP have been adjusted to conform
TFP's year end and certain accounting policies to those of Printrak.
b. STOCKHOLDERS' EQUITY
At March 31, 1997, TFP had 3,240,964 shares of common stock and 903,615
shares of Series A redeemable convertible preferred stock. All TFP convertible
preferred shares outstanding were convertible into TFP common shares on a
one-for-one basis. In addition, at March 31, 1997, options to purchase 345,000
shares of TFP common stock were outstanding. These options vested upon the
change in control of TFP. As a result of the acquisition, all TFP common stock,
preferred stock and options were converted into the right to receive 1,515,990
shares of Printrak common stock.
c. MERGER-RELATED EXPENSES
Printrak and TFP estimate that they will incur merger-related expenses,
consisting primarily of transactions costs for investment bankers fees,
attorneys, accountants, financial printing and other related charges, of
approximately $.8 million. This estimate is preliminary and will be adjusted to
the extent that actual amounts differ from management's estimates. These
nonrecurring expenses have and will be charged to operations as incurred.
The pro forma condensed combined balance sheets gives effect to such
expenses as if they had been incurred as of March 31, 1997 and 1996, but the
pro forma combined condensed statements of operations do not include such
expenses, as they are a nonrecurring charge which directly resulted from the
acquisition.
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PRINTRAK INTERNATIONAL INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED
COMBINED FINANCIAL STATEMENTS (CONTINUED)
d. PRO FORMA NET INCOME PER SHARE
Pro forma net income per share is computed using the weighted average
number of common shares and common share equivalents outstanding during the
period. Common share equivalents result from outstanding options and warrants
to purchase common stock and are calculated using the treasury stock method.
The number of shares to be converted was calculated by dividing One Million Four
Hundred Thousand (1,400,000) shares of Printrak Common Stock by (b) the number
of shares of TFP Stock that was equal to the sum of (I) the total number of
shares of TFP Common Stock and Preferred Stock ("TFP Stock") that were issued
and outstanding on May 6, 1997, plus (ii) the total number of shares of TFP
Stock, if any, that were directly or indirectly ultimately issuable by TFP upon
the exercise, conversion or exchange of all TFP Derivative Securities that were
issued and outstanding on May 6, 1997. The outstanding options to purchase
shares of TFP Common Stock have been converted into the right to acquire 116,496
shares of Common Stock of Printrak.
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