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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO
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Commission File Number: 000-20719
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PRINTRAK INTERNATIONAL INC.
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(Exact name of registrant as specified in its charter)
Delaware 33-0070547
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1250 North Tustin Avenue Anaheim, California 92807
- --------------------------------------------- -----
(Address of principal executive offices) (Zip Code)
(714) 238-2000
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name, former address and former fiscal year, if changed since
last report)
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 and (2) has been subject
to such filing requirements for the past 90 days.
X Yes No
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11,533,325 shares of the issuer's common stock, par value $0.0001 per
share, were outstanding as of July 31, 1999.
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FORM 10-Q
CONTENTS
<TABLE>
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Page Number
PART I - FINANCIAL INFORMATION -----------
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ITEM 1: FINANCIAL STATEMENTS
Consolidated Balance Sheets at June 30, 1999 (unaudited)
and March 31, 1999...................................................................... 1
Unaudited Consolidated Statements of Operations for the three-month
periods ended June 30, 1999 and 1998.................................................... 2
Unaudited Consolidated Statements of Cash Flows for the three-month
periods ended June 30, 1999 and 1998.................................................... 3
Notes to the Unaudited Consolidated Financial Statements................................ 5
Item 2: Management's Discussion and Analysis of Financial Condition
and Results of Operations............................................................... 8
Item 3: Quantitative and Qualitative Disclosures about Market Risk...................... 13
PART II - OTHER INFORMATION
Item 1: Legal Proceedings............................................................... 14
Item 2: Changes in Securities and Use of Proceeds....................................... 14
Item 3: Defaults upon Senior Securities................................................. 14
Item 4: Submission of Matters to a Vote of Security Holders............................. 14
Item 5: Other Information............................................................... 14
Item 6: Exhibits and Reports on Form 8-K................................................ 14
Signature ............................................................................. 15
</TABLE>
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PRINTRAK INTERNATIONAL INC.
CONSOLIDATED BALANCE SHEETS
AT JUNE 30, 1999 AND MARCH 31, 1999
(IN THOUSANDS)
<TABLE>
<CAPTION>
June 30, March 31,
1999 1999
(unaudited) (audited)
----------- ---------
ASSETS
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents......................................................... $ 11,562 $ 8,557
Accounts receivable, net (Note 2)................................................ 29,237 29,995
Inventories, net (Note 3)......................................................... 12,013 8,245
Prepaid expenses and other current assets......................................... 1,396 1,333
Deferred income taxes............................................................ 5,207 5,207
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Total current assets.......................................................... 59,415 53,337
Notes receivable from related parties................................................. 684 74
Property, plant and equipment, net ................................................... 4,364 4,103
Deferred income taxes................................................................. 3,840 3,820
Other long-term assets................................................................ 1,654 1,638
Goodwill and other intangible assets, net............................................. 2,220 2,330
----------- ---------
TOTAL ASSETS $ 72,177 $ 65,302
=========== =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable................................................................. $ 12,483 $ 8,879
Accrued wages and employee benefits.............................................. 2,876 1,990
Other accrued liabilities........................................................ 7,468 7,508
Current portion of long-term debt ............................................... 99 122
Deferred revenue................................................................. 12,530 12,704
Income taxes payable............................................................. 1,713 477
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Total current liabilities 37,169 32,121
Long-term debt, less current portion ................................................ 156 180
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Total liabilities......................................................... 37,325 32,301
STOCKHOLDERS' EQUITY:
Common stock ($.0001 par value; 20,000,000 shares authorized;
11,451,738 and 11,406,043 shares issued and outstanding) ....................... 1 1
Additional paid-in capital....................................................... 19,095 18,886
Retained earnings................................................................ 16,098 14,360
Note receivable from stockholder................................................ (300) (300)
Accumulated other comprehensive income (loss).................................... (42) 54
----------- ---------
Total stockholders' equity.................................................... 34,852 33,001
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TOTAL LIABILITIES & STOCKHOLDER'S EQUITY $ 72,177 $ 65,302
=========== =========
</TABLE>
SEE ACCOMPANYING NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1
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PRINTRAK INTERNATIONAL INC.
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
Three-month period
ended June 30,
1999 1998
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<S> <C> <C>
REVENUES:
System ................................................................. $ 21,291 $ 12,593
Maintenance ............................................................ 5,260 3,844
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Total revenues ..................................................... 26,551 16,437
COST OF REVENUES:
System ................................................................. 13,527 6,237
Maintenance ............................................................ 3,728 2,902
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Total cost of revenues ............................................. 17,255 9,139
Gross profit ...................................................... 9,296 7,298
OPERATING EXPENSES:
Research, development and engineering .................................. 1,265 2,080
Selling, general and administrative .................................... 5,200 4,637
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Total operating expenses ........................................... 6,465 6,717
Operating income .................................................. 2,831 581
Other expense (income) ................................................. (79) 216
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Income before provision for income taxes ........................... 2,910 365
Provision for income taxes ............................................. 1,172 127
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Net income ......................................................... $ 1,738 $ 238
============= ============
Net income per common share:
Basic ............................................................. $ .15 $ .02
============= ============
Diluted ........................................................... $ .15 $ .02
============= ============
Number of shares used in the computation of earnings per share:
Basic ............................................................. 11,419,000 11,283,000
============= ============
Diluted ........................................................... 11,941,000 11,653,000
============= ============
</TABLE>
SEE ACCOMPANYING NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
2
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PRINTRAK INTERNATIONAL INC.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
Three-month period
ended June 30,
1999 1998
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<S> <C> <C>
Cash flows from operating activities:
Net income ................................................................ $ 1,738 $ 238
Adjustments to reconcile net income to net cash (used in) provided by
operating activities:
Depreciation and amortization ............................................. 710 869
(Gain) loss on sale of fixed assets ....................................... 24 (46)
Deferred taxes ........................................................... (20) -
Changes in operating assets and liabilities:
Accounts receivable, net ............................................... 743 3,140
Inventories, net ....................................................... (3,768) (152)
Prepaid expenses and other current assets .............................. (79) 824
Accounts payable ....................................................... 3,606 (2,236)
Accrued liabilities .................................................... 840 (2,368)
Deferred revenue ....................................................... (158) -
Income taxes payable ................................................... 790 (595)
Other .................................................................. 9 -
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Net cash (used in) provided by operating activities ...................... 4,435 (326)
Cash flows from investing activities:
Capital expenditures ...................................................... (889) (425)
Proceeds from the sale of PPE ............................................. - 5
Net proceeds from notes receivable ........................................ - 496
Notes receivable from related parties ..................................... (610)
Sale and maturities of short-term investments ............................. (3) 1,111
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Net cash (used in) provided by investing activities ....................... (1,502) 1,187
Cash flows from financing activities:
Proceeds from long-term debt .............................................. - (3,996)
Principal repayments on long-term debt .................................... (47) -
Proceeds from common stock issuance ....................................... 210 29
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Net cash (used in) provided by financing activities ..................... 163 (3,969)
Effect of exchange rate changes on cash balances .............................. (91) 2
---------- ---------
Net change in cash and cash equivalents ..................................... 3,005 (3,106)
Cash and cash equivalents, beginning of year ................................. 8,557 3,763
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Cash and cash equivalents, end of period ...................................... $ 11,562 $ 657
========== =========
</TABLE>
SEE ACCOMPANYING NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
3
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<TABLE>
<S> <C> <C>
Non-cash transaction-transfer of inventory to (from) fixed assets ............. - 69
Supplemental disclosure of cash flow information:
Interest paid ............................................................ $ 18 $ 284
========== =========
Income taxes paid ........................................................ $ 463 $ 52
========== =========
</TABLE>
SEE ACCOMPANYING NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
4
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PRINTRAK INTERNATIONAL INC.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. GENERAL
GENERAL BUSINESS
Printrak International Inc. (the "Company") is a worldwide supplier of
integrated identification and information systems used in public safety
applications and civil applications such as national ID programs. In the
public safety market, Printrak's Digital Justice Solution -TM- provides
networked fingerprint, photo imaging, computer-aided dispatch, automateD
records management and jail management systems. Printrak's civil systems
prevent identity fraud and provide the identification infrastructure for
emerging commercial fingerprint biometric applications. The Company's systems
serve approximately 700 national, state, county and municipal agencies in 36
countries.
BASIS OF PRESENTATION
The accompanying consolidated financial statements have been prepared
pursuant to the rules and regulations of the Securities and Exchange
Commission ("SEC"). The unaudited consolidated financial statements reflect
all adjustments, which are normal and recurring in nature, and which in the
opinion of management are necessary to a fair statement of the financial
position and results of operations as of June 30, 1999 and for the
three-month periods ended June 30, 1999 and 1998, respectively. The results
of operations for the three-month period ended June 30, 1999 are not
necessarily indicative of the results of operations for the entire fiscal
year ending March 31, 2000. These consolidated financial statements and
related footnotes should be read in conjunction with the consolidated
financial statements and related footnotes presented in the Company's 10-K.
NEW ACCOUNTING PRONOUNCEMENTS
REVENUE RECOGNITION - In October 1998, the AICPA issued SOP 97-2, "Software
Revenue Recognition" which later in part was amended by SOP 98-4, "Deferral
of the Effective Date of a Provision of SOP 97-2". These statements supersede
SOP 91-1 under which the Company has previously been recognizing revenue. The
Company adopted SOP 97-2 for transactions entered into beginning April 1,
1998.
Pursuant to SOP 97-2, the Company recognizes revenue on contracts which do
not require significant modification or customization of software when all of
the following conditions are met: a signed contract is obtained, delivery has
occurred, the fee is fixed and determinable, collectibility is probable, and
any uncertainties with regard to customer acceptance are insignificant. A
majority of the Company's contracts include a combination of the following
elements: hardware, software, license fees, installation, program
modifications, file conversion, training, and customer support. For such
contracts, revenue must be allocated to each component based on vendor
specific objective evidence of the components fair value. Revenue allocated
to undelivered products is recognized as the above criteria are met; revenue
for services is recognized as services are performed or, for maintenance
agreements, ratably over the life of the related contract. Cash payments for
systems sales or maintenance received in advance of revenue recognition are
accounted for as deferred revenue. For those contracts which have been
considered long-term contracts due to a significant amount of customization,
the Company recognizes revenue on a percentage of completion basis.
5
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COMPREHENSIVE INCOME - Effective April 1, 1999, the Company has adopted SFAS
No. 130, REPORTING COMPREHENSIVE INCOME. This statement establishes standards
for the reporting of comprehensive income and its components. Comprehensive
income, as defined, includes all changes in equity (net assets) during a
period from nonowner sources. For the three-month period ended June 30, 1999,
the difference between net income, as reported, and comprehensive income was
not significant.
2. ACCOUNTS RECEIVABLE
Accounts receivable consists of the following:
<TABLE>
<CAPTION>
June 30,
1999 March 31, 1999
(unaudited) (audited)
------------ --------------
<S> <C> <C>
Billed receivables.................................................. $ 22,628 $ 22,626
Unbilled receivables................................................ 7,236 7,996
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29,864 30,622
Less allowance for doubtful accounts................................ (627) (627)
------------ --------------
$ 29,237 $ 29,995
============ ==============
</TABLE>
Unbilled receivables consist of system and maintenance revenues which have
been earned but not invoiced because of contractual terms of the underlying
agreements.
3. INVENTORIES
Inventories consist of the following:
<TABLE>
<CAPTION>
June 30,
1999 March 31, 1999
(unaudited) (audited)
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<S> <C> <C>
Raw materials....................................................... $ 4,673 $ 4,678
Work in progress.................................................... 7,581 4,114
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12,254 8,792
Less allowance for inventory obsolescence and revaluation........... (241) (547)
----------- --------------
$ 12,013 $ 8,245
=========== ==============
</TABLE>
4. NET INCOME AND NET INCOME PER SHARE
SFAS No. 128 requires dual presentation of "basic" and "diluted" earnings per
share, thus replacing "primary" and "fully diluted" earnings per share
required under APB No. 15. Basic EPS excludes common stock equivalents and is
computed by dividing net income by the weighted average number of common
shares outstanding for the period. Diluted EPS reflects the inclusion of
common stock equivalents and their potential dilution. Diluted EPS is similar
to fully diluted EPS; however, it uses the average stock price during the
period as part of the computation. Common stock equivalents are excluded from
the EPS calculation for the three months ended June 30, 1999 because their
effect would be anti-dilutive.
6
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The number of shares used in computing EPS is as follows for the three-month
period ended June 30:
<TABLE>
<CAPTION>
1999 1998
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<S> <C> <C>
Weighted average shares outstanding-basic........................... 11,419,000 11,283,000
Common Stock equivalents............................................ 522,000 370,000
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Weighted average shares outstanding - diluted....................... 11,941,000 11,653,000
========== ==========
</TABLE>
7
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PRINTRAK INTERNATIONAL INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
INTRODUCTORY NOTE
This Quarterly Report on Form 10-Q contains certain forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933
and Section 21E of the Securities Exchange Act of 1934 and the Company
intends that such forward-looking statements be subject to the safe harbors
created thereby. Words such as "anticipates", "expects", "intends", "plans",
"believes", "seeks", "estimates", variations of such words and similar
expressions are intended to identify such forward-looking statements, which
include (i) the existence and development of the Company's technical and
manufacturing capabilities, (ii) anticipated competition, (iii) potential
future growth in revenues and income, (iv) potential future decreases in
costs, and (v) the need for, and availability of, additional financing.
The forward-looking statements included herein are based on current
expectations that involve a number of risks and uncertainties. These
forward-looking statements are based on assumptions that the Company's
markets will continue to grow, that the Company's products will remain
accepted within their respective markets and will not be replaced by new
technology, that competitive conditions within the Company's markets will not
change materially or adversely, that the Company will retain key technical
and management personnel, that the Company's forecasts will accurately
anticipate market demand, and that there will be no material adverse change
in the Company's operations or business. Assumptions relating to the
foregoing involve judgments with respect to, among other things, future
economic, competitive and market conditions, and future business decisions,
all of which are difficult or impossible to predict accurately and many of
which are beyond the control of the Company. In light of the significant
uncertainties inherent in the forward-looking information included herein,
the inclusion of such information should not be regarded as a representation
by the Company or any other person that the objectives or plans of the
Company will be achieved.
The following is management's discussion and analysis of certain significant
factors which have affected the earnings and financial position of the
Company during the period included in the accompanying financial statements.
This discussion compares the three-month period ended June 30, 1999 with the
three-month period ended June 30, 1998. This discussion should be read in
conjunction with the financial statements and associated notes.
8
<PAGE>
RESULTS OF OPERATIONS
THREE-MONTH PERIOD ENDED JUNE 30, 1999 COMPARED TO THE THREE-MONTH PERIOD
ENDED JUNE 30, 1998
TOTAL REVENUES
Our total revenues are comprised of system revenues, which include products,
file conversion, data mapping services and system installations, and
maintenance revenues related to hardware and software support.
Total revenues of $26.6 million for the three-month period ended June 30,
1999 increased 61.5% from $16.4 million for the three-month period ended June
30, 1998. System revenues of $21.3 million for the three-month period ended
June 30, 1999 increased $8.7 million, or 69.1%, from $12.6 million for the
three-month period ended June 30, 1998. This increase is primarily
attributable to approximately $6.1 million in systems revenues recorded
during the three-month period ending June 30, 1999 attributable to the
Argentina Civil ID contract compared to $0 revenue for the three-month period
ending June 30, 1998 and $5.6 million in revenues for CAD systems recorded
during the three-month period ending June 30, 1999 compared to $2.8 million
for the three-month period ending June 30, 1998.
Maintenance revenues of $5.3 million for the three-month period ended June
30, 1999 increased $1.4 million, or 36.8%, from $3.8 million for the
three-month period ended June 30, 1998. This increase is primarily
attributable to the number of maintenance related contracts that are being
entered into due to the overall expansion of the customer base over the prior
year.
GROSS PROFIT
Cost of revenues primarily consist of purchased materials procured for use in
the assembly of our products, manufacturing or assembly labor and overhead,
file conversion costs and data mapping costs, as well as maintenance expenses
and estimated costs to complete system installations.
Overall gross profit of $9.3 million for the three-month period ended June
30, 1999 increased $2.0 million from $7.3 million for the three-month period
ended June 30, 1998. Overall gross margin was 35.0% for the three-month
period ended June 30, 1999, down from 44.4% for the three-month period ended
June 30, 1998.
Systems gross margin was $7.8 million for the three-month period ending June
30, 1999 compared to $6.4 million for three-month period ended June 30, 1998.
Gross margin related to systems revenue decreased to 36.5% for the
three-month period ended June 30, 1999 from 50.5% for the three-month period
ended June 30, 1998. The decrease in system gross margin reflects the
increased allocation of R&D resources to contract specific tasks, primarily
due to increased customization for certain contracts, which is reflected in
the reduction of R&D expenditures during the three-month period, as well as
the product mix.
Maintenance gross profit of $1.5 million for the three-month period ended
June 30, 1999 increased $0.6 million from $.9 million for the three-month
period ended June 30, 1998. Gross margin related to maintenance revenue
increased to 29.1% for the three-month period ended June 30, 1999 from 24.5%
for the three-month period ended June 30, 1998. The increase in our
maintenance gross margin is partially
9
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due to renegotiations of several low margin contracts we inherited from our
TFP and Boulder acquisitions.
RESEARCH, DEVELOPMENT AND ENGINEERING
Research, development and engineering expenses (RD&E) are comprised primarily
of compensation paid to personnel engaged in research, development and
engineering activities, amounts paid for outside services and the cost of
materials used in the development of hardware and software products.
RD&E expenses of $1.3 million for the three-month period ended June 30, 1999,
decreased 39.2% from $2.1 million for the three-month period ended June 30,
1998. RD&E expenses, as a percentage of revenues, decreased to 4.8% for the
three-month period ended June 30, 1999 from 12.7% for the three-month period
ended June 30, 1998. The decrease in RD&E expenses is primarily attributable
to the diversion of a large portion of our R & D effort to the customization
and performance of certain contracts whose expenses were charged to cost of
revenues. We expect the RD&E expense to increase next quarter.
SELLING, GENERAL AND ADMINISTRATIVE
Selling, general and administrative (SG&A) expenses consist primarily of
compensation paid to sales, marketing, and administrative personnel, payments
to consultants, professional service fees, travel and related expenses, and
other marketing expenses.
For the three-month period ended June 30, 1999, SG&A expenses increased to
$5.2 million from $4.6 million for the three-month period ended June 30,
1998. SG&A expenses, as a percentage of revenues, decreased to 19.6% for the
three-month period ended June 30, 1999 from 28.2% for the three-month period
ended June 30, 1998. The decrease primarily reflects cost savings resulting
from increased revenues as well as cost synergies associated with the SunRise
and TFP integrations into Anaheim.
PROVISION FOR INCOME TAXES
Income tax provision for the three-month period ended June 30, 1999 equaled
$1.2 million compared to an income tax provision of $127,000 for the
three-month period ended June 30, 1998.
We evaluate a variety of factors in determining the amount of deferred income
tax assets to be recognized pursuant to SFAS 109, "Accounting for Income
Taxes".
BACKLOG
We measure our backlog of system revenues as orders for which contracts or
purchase orders have been signed, but for which revenues have not been
recognized. In those instances where revenue is recognized on a percentage of
completion basis, we include in backlog contract revenue not recognized at
the period end. As of June 30, 1999, our system revenue backlog approximated
$95 million, compared to $105.3 million as of March 31, 1999 and $35.6
million on June 30, 1998. In addition, our maintenance revenue backlog
approximated $16 million as of June 30, 1999. The increase in system revenue
backlog reflects our $46 million contract with Siemens Argentina entered into
in October 1998. The six year contract is to provide automated fingerprint
technology to the Argentina government as part of their national ID program.
10
<PAGE>
Orders comprising the our system backlog may include requirements for custom
software development or file conversion that may require extensive resources
to be completed prior to shipment. Any failure by us to meet an agreed upon
schedule could lead to the cancellation of the related order. We believe that
it is important for competitive reasons and to better satisfy customer
requirements to reduce order lead times. Additionally, variations in the
size, complexity and delivery requirements of customer orders may result in
substantial fluctuations in backlog on a regular basis. Accordingly, we
believe that backlog may not be a meaningful indicator of future financial
performance.
FINANCIAL CONDITION
Cash and cash equivalents increased from $8.6 million at March 31, 1999 to
$11.6 million at June 30, 1999 as a result of stronger collections and
increased emphasis on customer deposits on new contracts.
Inventories increased from $8.2 million at March 31, 1999 to $12.0 million at
the March 31, 1999. The increase was primarily due to increased deliveries of
material related to contracts that were received into inventory in
preparation for shipment in the second quarter.
During the first quarter, our Chief Executive Officer and President, Richard
M. Giles, was extended a loan for $600,000 from the Company. A promissory
note accompanied the loan which is collateralized by 200,000 shares of the
Company's common stock owned by the Giles Trust, bears interest at 5.5% per
annum and matures April 14, 2001. As a result, the notes receivable from
related parties increased from $74,000 to $684,000.
The increase in the net balance of property, plant and equipment of $.3
million from $4.1 million at March 31, 1999 to $4.4 million at June 30, 1999
reflects capital expenditures of approximately $.9 million and depreciation
expense of $.6 million.
The increase in accounts payable primarily reflects increased purchases of
inventory at of the end of the current quarter as well as the timing of
quarter end disbursements.
The increase in accrued wages and employee benefits of $.9 million is
primarily the result of the number of days of accrued payroll at March 31,
1999 versus June 30, 1999 as well as increases in headcount.
LIQUIDITY AND CAPITAL RESOURCES
We finance our operations through the cash provided by our operations and the
utilization of our revolving credit line. The Company's operating activities
provided cash of approximately $4.4 million for the three-months ended June
30, 1999 primarily through net earnings before non-cash depreciation and
amortization.
Our investing activities used net cash of $1.5 million for the three-month
period ended June 30, 1999 due primarily to the extension of the $.6 million
note receivable to Richard Giles and capital expenditures of $.9 million.
Financing activities provided cash of $163,000 during the three-month period
ended June 30, 1999 as a result of proceeds from the exercise of stock
options of $210,000 which was offset by the reduction of long term- debt by
$47,000 for the period.
11
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The Company believes that the cash generated from operations, as well as the
use of the revolving credit line will provide sufficient resources to fund
the Company through at least the end of fiscal year 1999.
YEAR 2000 COMPLIANCE
Many currently installed information technology ("IT") systems, such as
computer systems and software products, as well as non-IT systems that
include embedded technology, are coded to accept only two digit entries in
the date code field, and thus, were not designed to correctly process dates
after December 31, 1999. These date code fields will need to accept four
digit entries, or be modified in some fashion, to distinguish 21st century
dates from 20th century dates. As a result, in less than five months,
computer systems and software used by many companies may need to be upgraded
or are being upgraded to comply with such "Year 2000" requirements. We
believe that certain of our internal systems are not Year 2000 compliant and
we are currently in the process of transitioning to systems which our vendors
have represented as being Year 2000 compliant.
We have assessed the impact of such "Year 2000" issues on our products, our
internal IT and non-IT systems, as well as on our customers, suppliers and
service providers. We have determined that certain of our internal IT and
non-IT systems are not Year 2000 compliant and we are currently in the
process of transitioning to systems which the Company's vendors have
represented as being Year 2000 compliant. We believe that with modifications
and conversions, the Year 2000 issue can be managed and the associated risks
mitigated. We believe that our internal critical systems are currently Year
2000 compliant with the remaining modifications and conversions to be
completed by September 30, 1999. With regard to our products, we believe that
the current versions of all products are Year 2000 compliant. However,
certain older product versions are not Year 2000 compliant. We have notified
our customers of potential Year 2000 compliance problems and have offered
such customers the opportunity to purchase upgrades. For customers with
current systems under maintenance agreements, we have offered and will
continue to offer Year 2000 upgrades as part of the maintenance process.
Customers not under maintenance agreements or with older generation systems
have been offered and will continue to be offered the opportunity to purchase
upgrades. We do not anticipate a material cost to upgrading our products to
be Year 2000 compliant. However, there can be no guarantee that Year 2000
issues will not have a material impact on our business, operating results and
financial condition.
We are unable to control whether our suppliers and service providers will be
Year 2000 compliant. However, we have initiated communications with our
significant vendors to determine the extent to which our operations may be
vulnerable to such parties' failure to resolve their own Year 2000 issues.
Our operations may be affected to the extent that our vendors are unable to
provide services or ship products. Where practicable, we will assess and
attempt to mitigate its risks with respect to failure of those entities to be
Year 2000 ready. We have not received responses from all of our significant
vendors, and thus, the effect, if any, on our results of operations from the
failure of such parties to be Year 2000 ready cannot be estimated. The
inability of these third parties to remediate their Year 2000 problems could
have a material adverse effect on our business, operating results and
financial condition.
Although we expect our internal systems to be Year 2000 compliant as
described above, we have prepared a contingency plan that specifies what we
plan to do if we or our significant vendors are not Year 2000 compliant in a
timely manner. Even if these plans are put in place, there can be no
assurance that such plans will be sufficient to address any third party
failures or that unresolved or undetected internal and external Year 2000
issues will not have a material adverse effect on our business, financial
condition and financial condition.
12
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Should we not be completely successful in mitigating internal and external
Year 2000 risks, the result could be a system failure or miscalculations
causing disruption of operations at our facilities or those of our vendors
and suppliers, including among other things, a temporary inability to process
transactions, manufacture products, send invoices or engage in similar normal
business activities. We believe that under a worse a worse case scenario, we
could continue the majority of our normal business activities on a manual
basis.
While it is difficult to quantify the total cost to us of the Year 2000
compliance activities, our best estimate of expenditures to date is between
$350,000 - $400,000. The total remaining cost is estimated to be
approximately $100,000. We are expensing as incurred all costs related to the
assessment and remediation of the Year 2000 issue. These costs are being
funded through operating cash flows. Notwithstanding the foregoing, there can
be no assurances (a) that the representations provided by its third party
vendors with respect to Year 2000 compliance will be accurate, or (b) that we
will have any recourse against such vendors if the representations prove to
be inaccurate. Furthermore, there can be no assurances that Year 2000-related
failures caused by third parties, such as utility providers, transportation
companies or others, will not have a material adverse effect on us. We can
give no assurance that Year 2000 issues will not have a material impact on
our business, operating results and financial condition. We anticipate that
our internal systems will be Year 2000 compliant by September 30, 1999.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to foreign currency exchange rate fluctuations in the normal
course of business. Our main area of risk lies in contracts negotiated in
foreign currencies other than US dollars. Depending on the payment terms of
the contract we may be subject to currency rate fluctuations. We have had
limited exposure in this area due to the small number of contracts negotiated
in foreign currencies. However, there can be no assurance that this activity
will not increase which in turn may affect results of operations and
financial position.
We have not been investing in marketable securities, but have been earning
income on an interest bearing account through our bank. Changes in interest
rates may affect the return on these investments in future periods.
13
<PAGE>
PRINTRAK INTERNATIONAL INC.
PART II-OTHER INFORMATION
Item 1 - LEGAL PROCEEDINGS
From time to time, the Company may be involved in litigation relating to
claims arising out of its operations in the normal course of business. As of
the date of this report, the Company is not a party to any legal proceedings,
the adverse outcome of which, in management's opinion, individually or in the
aggregate, would have a material adverse effect on the Company's results of
operations or financial position.
Item 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS
None.
Item 3 - DEFAULTS UPON SENIOR SECURITIES
None.
Item 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
Item 5 - OTHER INFORMATION
None
Item 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit Index:
27 Financial Data Schedule
(b) Reports on Form 8-K.
The Company did not file any current reports on Form 8-K during the
three-month period ended June 30, 1999.
14
<PAGE>
SIGNATURE
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.
PRINTRAK INTERNATIONAL INC.
(REGISTRANT)
BY /S/ RICHARD M. GILES
----------------------------
Name: Richard M. Giles
Title: Chairman of the Board, Chief Executive
Officer, President and acting Chief
Financial Officer
August 16, 1999
15
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<PERIOD-START> APR-01-1999
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