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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
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/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED MARCH 31, 2000
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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FOR THE TRANSITION PERIOD FROM ______________ TO ______________
COMMISSION FILE NUMBER: 000-20719
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PRINTRAK INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 33-0070547
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1250 NORTH TUSTIN AVENUE, ANAHEIM, CALIFORNIA 92807
(Address of principal executive offices) (Zip Code)
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(714) 238-2000
(Registrant's telephone number, including area code)
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Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.0001
par value
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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. Yes /X/ No / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. /X/
The aggregate market value of the Registrant's Common Stock held by
non-affiliates on May 31, 2000 (based upon the average of the high and low sales
prices of such stock on such date) was $40,223,981. As of May 31, 2000,
11,944,171 shares of the Registrant's common stock, par value $0.0001 per share,
were outstanding.
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PRINTRAK INTERNATIONAL INC.
FORM 10-K
FOR THE FISCAL YEAR ENDED MARCH 31, 2000
INDEX
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PART I
Item 1. Business
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Submission of Matters to a Vote of Security Holders
PART II
Item 5. Market for the Registrant's Common Stock and Related
Stockholder Matters
Item 6. Selected Financial Data
Item 7. Management's Discussion and Analysis of Results of
Operations and Financial Condition
Item 8. Financial Statements and Supplementary Data
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure
PART III
Item 10. Directors and Executive Officers of the Registrant
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and
Management
Item 13. Certain Relationships and Related Transactions
PART IV
Item 14. Exhibits, Financial Statement Schedule, and Reports on Form
8-K
Signatures
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PART I
ITEM 1. BUSINESS
GENERAL
Printrak-Registered Trademark- International Inc. ("Printrak") is a global
supplier of enterprise software and related services for information management
and decision support that facilitates community safety and security. Our
complete suite of networked applications, the Digital Justice Solution-TM-,
provides comprehensive management of government records for rapid access and
analysis of critical and time-sensitive public information. The systems operate
by gathering, validating, warehousing, mining and distributing mission critical
data to government agencies and businesses using private networks, the Internet
or wireless services. Printrak-Registered Trademark- technology also provides
the positive identification infrastructure necessary to reduce fraud and enhance
data exchange. Our systems serve more than 1,000 national, state, county and
municipal agencies in 36 countries.
Printrak was originally formed in 1974 as a business unit of the Navigation
Systems division of Rockwell International. The business and technology of
Printrak were acquired by Thomas De La Rue and Company Limited in 1981, and the
Company was incorporated in California in December 1984 as "De La Rue
Printrak, Inc." Printrak was acquired by management in 1991 and was renamed
"Printrak International Incorporated." Printrak was reincorporated in Delaware
in March 1996 under the name "Printrak International Inc."
On May 7, 1997, Printrak acquired all of the issued and outstanding capital
stock of TFP Inc. ("TFP"), a South Carolina corporation. As a result of the
transaction, TFP became our wholly owned subsidiary. The business combination
was accounted for by the pooling of interests method of accounting. Founded in
1988, TFP is considered a premier supplier of digital mugshot systems used by
law enforcement, jail and correctional agencies. TFP's software applications
also include jail management systems.
On July 21, 1997, Printrak acquired a business unit of SCC Communications
Corp. ("SCC") located in Boulder, Colorado, in a transaction accounted for under
the purchase method of accounting. The Boulder business unit provides
computer-aided dispatch systems and records management systems for law
enforcement and fire and emergency medical services agencies. As a result of the
transaction, the business unit operates as a division of Printrak (the "Boulder
Division").
On September 9, 1997, Printrak acquired SunRise Imaging
("SunRise-Registered Trademark-"), a California corporation, in a transaction
accounted for under the purchase method of accounting. As a result of the
transaction, SunRise-Registered Trademark- became our wholly owned subsidiary.
SunRise-Registered Trademark- is a leading developer and manufacturer of high
performance systems which digitize microfilm and microfiche records.
On March 17, 2000, Printrak's United Kingdom subsidiary, Printrak
International Limited, acquired the Emergency Services Group, a division of BAE
Systems, formerly British Aerospace. The Emergency Services Group, based in
Christchurch, England, develops and markets computer aided dispatch (CAD)
systems for fire and police emergency service units, and is a leading provider
of such systems in the U.K.
Printrak's fiscal year ends on March 31 and references to a fiscal year
denote the calendar year in which the fiscal year ended; for example, "fiscal
year 2000" refers to the 12 months ended March 31, 2000.
PRODUCTS
Printrak's comprehensive suite of core technologies, the Digital Justice
Solution-TM-, is built upon an infrastructure that supports today's requirements
as well as tomorrow's innovations. The Digital Justice
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Solution-TM- is the foundation on which all of our products are based. The
following hardware and software products represent our current product offerings
within the Digital Justice Solution:
COMPLETE IDENTIFICATION-TM-
AUTOMATED FINGERPRINT IDENTIFICATION SYSTEMS. Printrak's automated
fingerprint identification system or AFIS products provide clients with the
appropriate tools to effectively identify criminals, solve crimes and prevent
fraud. The system utilizes ridge information and other selected fingerprint
features to compare submitted fingerprints against a stored database of
fingerprint information. Our AFIS products represent a comprehensive, fully
integrated architecture for the capture and input of fingerprint image
comparisons. This includes "one to many" search processing against databases
containing millions of individual fingerprints, and overall database management
to store personal fingerprint and palmprint records as well as unsolved crime
scene prints or latents. Our AFIS products are used in a variety of markets,
including law enforcement, corrections management, benefits and entitlements,
administration, immigration/refugee control, and passport/identity card issuance
and administration. AFIS products can also be utilized in combination with other
Printrak products, such as our facial imaging application.
Each AFIS system is comprised of a number of components, which may include:
- tenprint workstations which scan inked fingerprint cards and palmprints
while performing fingerprint processing, data descriptor entry and
fingerprint search initiation. The tenprint workstations also perform
search results review and disposition;
- livescan stations, typically installed in either a booking or civil
identification environment, electronically capture and transmit
fingerprints, facial images and profile information;
- latent workstations which are used by latent fingerprint examiners to
capture, enhance, encode, search, verify and identify latent prints from a
crime scene;
- card scan stations that capture fingerprint images using a flatbed
scanner, perform image quality assessment, and transmit fingerprint data;
- identity and enrollment stations, equipped with single-finger live
scanners, that electronically capture, process and transmit fingerprint
image data, facial images, and textual information;
- image processing technology that extracts the searchable features from raw
fingerprint image data;
- scalable search processing technology that matches the extracted features
of the search fingerprint against the agencies' fingerprint databases;
- data storage and retrieval systems which contain large databases of
compressed fingerprint and palmprint images as well as the searchable
fingerprint feature data;
- archival systems that store electronic fingerprint and descriptor data in
industry- standard formats such as ANSI/NIST
- data exchanges systems which provide an open interface between the
agency's AFIS and other agency's systems, again using industry-standard
formats such as ANSI/NIST; and
- software products, which allow an agency to customize its workflow, based
on individual agency specifications.
The LiveScan3000-TM- or LSS3000-TM- is an integral component within the
automated fingerprint management system that was designed primarily to capture a
subject's fingerprints and photo images in an efficient and accurate manner
without the use of ink. The LSS3000-TM- can capture palm prints, slaps and
rolled fingerprints and provides a means of inputting demographic and arrest
information. The LSS3000-TM- can also communicate between other LiveScan
stations and other components of AFIS. The LSS3000-TM- is
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typically installed in either a criminal booking environment or a civil
identification environment and supports both Microsoft Windows
NT-Registered Trademark- and UNIX operating systems.
In the public safety market, which includes law enforcement and corrections
management applications, our fully integrated AFIS system gives agencies the
ability to quickly and automatically associate the individual with their
previous criminal history data and also allows the agency to check for
outstanding warrants. This ability significantly increases the efficiency of the
investigation, booking, suspect identification, and incarceration and release
functions.
In the civil market, which includes benefits/entitlements,
immigration/refugee and passport/identity card applications, our AFIS systems
allow agencies to not only identify benefits recipients but also to detect
attempts at duplicate enrollment under different names. This prevents
individuals from obtaining duplicate benefits under different names, and allows
agencies to give immigration, voting and other rights only to qualified
individuals.
We continue to perform AFIS research and development. Recent product
enhancements in our criminal and civil systems include:
- "lights out" processing, in which automated fingerprint processing,
searching, and initial hit/no-hit determinations can be made;
- a decreased reliance on proprietary hardware technologies in favor of
commercial-off-the-shelf or COTS technologies; and
- improvements in workflow management and search processing derived from our
experience with large national civil applications.
DIGITAL PHOTO MUGSHOT. Our Intelligent Image Management System is a new,
photo imaging application that allows law enforcement agencies to capture,
store, organize and manage images and descriptor data. This system also allows
agencies to create line-ups for immediate witness viewing. The Intelligent Image
Management System has been developed to maintain all key features of its
successful predecessor, InstantImage-TM-, such as rapid search speed,
customizable databases, high quality image capture and offline capture and
storage, while also offering many new and improved features as well.
The Intelligent Image Management System is both SQL and ODBC compliant and
utilizes "Open" client-server architecture. Building on the success of the
former mugshot application, Intelligent Image Management System provides greater
scalability to support statewide systems, requires minimal effort to configure
and maintain, has excellent tracking capabilities and allows the use of COTS
products. To meet the needs of law enforcement worldwide, individual records may
be viewed and line-ups created using Internet browser technology via
Microsoft-Registered Trademark- Internet Explorer. This feature also includes
the ability to post wanted posters and line-ups on the Internet for immediate
viewing.
COMPLETE DISPATCH-TM-
COMPUTER AIDED DISPATCH. Printrak's computer aided dispatch system Premier
CAD-TM- 6.X or CAD system provides all of the necessary software to meet the
demands of today's multi-agency, multi-jurisdictional communication centers.
More specifically, Printrak's Premier CAD-TM- 6.X application automates public
safety agencies' call-taking and incident dispatching process by managing
service calls and the patrol units that are assigned to each service incident.
Our Premier CAD-TM- subsystem operates in a client-server architecture. The
servers handle data processing, data storage and applications management, while
the client workstations permits users to access and display information. Premier
CAD-TM- facilitates community safety and security; and stands alone among the
industries map-based, multi-agency CAD systems. The Premier CAD-TM- system is
compatible with a wide array of other criminal justice solution products and was
designed to meet the differing operational needs of law, fire and emergency
management services. Because the Premier CAD-TM- system
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provides mission critical information, we utilize fault tolerant servers. The
system supports multiple dispatch centers running on a single Premier CAD-TM-
6.X server. In addition, our Premier CAD-TM- 6.X can handle many iterations of
each service within a single system. These high availability hardware platforms
enable us to provide continuous availability and performance to support critical
applications such as communications center operations 24 hours a day, 365 days a
year.
Additional components of the Premier CAD-TM- system are the Premier UDT or
Universal Data Transfer, the Decision Support System or DSS, and the Open Query.
The Premier UDT workstation enables the export of Premier CAD-TM- incident
information to internal files as well as external systems. The UDT workstation
performs format conversion for the incident and audit records from the CAD
Database and writes them in XBASE, ASCII, Oracle, SQL and Graphic Geofile
Manager or GGM, for pin mapping support and formats. This process runs in the
background with no user interface. The DSS client meets industry standards for
both preformatted and ad-hoc management reports. The DSS is a Windows-based
client/server application designed to perform statistical review and full
reporting operations against either CAD or RMS data.
COMPLETE RECORDS-TM-
RECORDS MANAGEMENT. Printrak's records management system RMS 5.0 or RMS
manages the recording, indexing, tracking, viewing and analysis of data for the
law enforcement community. RMS provides complete records functionality for
managing incident reporting (for local, state and federal requirements), case
management, citations, arrests warrants, accident reporting, evidence, gun
registrations and pawn transactions. The RMS system is easy to use, and easy to
integrate with other systems and is fully integrated with the rest of our
Digital Justice Solution-TM- providing the ultimate data warehousing solution
for our product suite. We configure each RMS system for our client's specific
needs.
Operating on a Microsoft-Registered Trademark- Windows NT/2000 platform, we
enhanced RMS during 1999 to permit law enforcement agencies to track and train
their personnel, and manage their internal assets. We further enhanced RMS to
embrace Internet technologies, providing Internet browser access to RMS data and
utilizing industry standards in Internet development for database maintenance.
Additional developments in wireless technology have enabled RMS
functionality to move into the wireless environment. Proving the use of our RMS
application in the wireless market provides more direct community contact, as
well as providing agencies the ability to purchase more hardware and software
utilizing more federal grant monies. This trend in the wireless use of RMS is
expected to continue to increase dramatically, enhancing new sales of the
product.
COMPLETE CORRECTIONS-TM-
CORRECTIONS MANAGEMENT. Printrak's Corrections Management System-TM- or
CMS-TM- provides a comprehensive solution for all aspects of today's jails and
correctional facilities. CMS provides a centralized database of inmate and
facility information, activities and operations from the initial inmate intake
process through the final step of inmate release. Based on a Windows NT
operating platform CMS offers easy-to-use graphical user interfaces or GUI. This
sophisticated information system also provides, corrections facilities with
state-of-the-art reporting tools that were not available on the older mainframe
text-based systems.
Complete CMS-TM- is a suite of 13 applications that work together and share
data to provide a complete solution for the operational and administrative needs
of the correctional facilities. The full CMS-TM- suite of applications includes
booking and release, warrants, incidents, commissary, medical, inmate trust
accounting, inmate billing, agency billing, inventory usage, issues and returns,
event viewer, and system administrator configuration and inventory
configuration. CMS provides administrators with the information they need to
control and manage their facilities with greater efficiency, while reducing
their potential for civil liability. working in a Client/Server environment,
Complete CMS-TM- uses an open database with an NT
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operating system and state-of-the-art ODBC compliant database. CMS integrates
seamlessly with Printrak's other public safety systems, including computer aided
dispatch, records management, automated fingerprint identification system and
mugshot systems, that together provide a complete digital solution for the
criminal justice system.
The following applications and systems are also offered within the Printrak
complete suite of product solutions:
DIGITIZATION PRODUCTS
Printrak's SunRise-Registered Trademark- Imaging division produces high-end
digital microfilm systems designed to convert and restore large volumes of roll
film, microfiche and aperture cards into high quality digital data. Our
SunRise-Registered Trademark- Imaging system is comprised of our proprietary
imaging hardware and software and accepts all standard and non-standard film
formats, in addition to providing solutions to a wide range of film transfers.
SunRise-Registered Trademark- continues to be at the forefront of the digital
microfilm scanning industry, facilitating easy access to information across the
Internet, intranets and extranet. Printrak will continue to develop imaging
solutions for archive microfilm scanning. The digitization software runs on a
Microsoft-Registered Trademark- Windows NT platform.
CIVIL RECORDS
In an effort to expand its markets, Printrak has identified the lack of
identification and record management solutions in the civil market. These civil
record issues include national identification programs, welfare benefit and
entitlement programs, voter registration organizations, facilities management,
access and border control, and verification programs. We are currently using our
knowledge and experience in the public safety and criminal justice markets to
develop civil solutions such as the National ID program already being used by
the Argentinean government. The civil solution arena is forecast to be one of
the fastest growing markets in the near future, and once again Printrak is
leading the way.
Additionally, Printrak provides the following services to complement its product
offerings:
FILE CONVERSION. The file conversion function converts agencies' tenprint
cards into an electronic format. This process includes capture of images, entry
or download of descriptive data, automatic encoding and classification of
prints, quality review, identification of duplicates, database creation
synchronization, as well as database loading. Other services include the
conversion of palm print and mugshot records, and the conversion of data from
existing databases on previous generation systems.
MAPPING. Printrak provides a variety of geographic information system or
GIS products, which are used in conjunction with Printrak's Premier Computer
Aided Dispatch. All of these products are optimized for public safety and
computer aided dispatch. This product line includes Graphic Geofile Manager or
GGM, a product used to add and edit GIS data including streets and dispatch
zones. Advanced Tactical Mapping or ATM provides customers with the capability
to visualize incident and unit locations on a map and their association to one
another, as well as, the capability to dispatch units to incidents. When ATM is
deployed in conjunction with Printrak's Automatic Vehicle Location Server,
dispatch is enhanced by real time unit location and its proximity to the
incident. Additionally, the shortest route from the unit's real time location to
the incident is determined and displayed both in text and in map view as well as
the estimated time of arrival. ATM's sister product, ATM Mobile, which is used
in the in-vehicle environment, provides officers with a real-time map display of
their location, along with the location of the event to which they are
responding and the shortest path to this location. ATM Mobile graphically
depicts the vehicle as it moves on a map.
SYSTEM MAINTENANCE. Printrak typically warrants its systems for a period of
up to 12 months, with full support and maintenance. In addition, we sell annual
maintenance contracts to most of our customers,
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which provide for system maintenance, ongoing technical support, system
documentation materials and user training.
COMPETITION
The market for law enforcement information systems is highly competitive and
is characterized by rapidly changing technology. Historically, the principal
competitors in the market for AFIS systems within the law enforcement
information systems market have been NEC Technologies, Inc., a U.S. subsidiary
of NEC Corporation, Japan, SAGEM Morpho, a U.S. subsidiary of SAGEM S.A., France
and Cogent Systems, a small privately held company based in Southern California.
NEC and SAGEM Morpho each have the technological and market expertise to provide
large-scale AFIS solutions.
In the ten-fingerprint live-scan market, our principal competitors are
Identix Inc. and Digital Biometrics Inc., although other competitors are also
present within the marketplace. The nature of competition in this market is
centered primarily on system functionality, image quality, price, service, and
ease of integration into other systems within the customer's environment.
In civil and commercial applications encompassing fingerprint identification
technologies, there are many market competitors including NEC Technology, SAGEM
Morpho, Cogent Systems, Unisys, TRW and others. We compete in these markets and
complementary product lines on the basis of system functionality, price,
customer service and ease of integration.
In the digital photo mugshot market, our principal competitors are EPIC
Solutions, Imageware, DDSI and Dynamic Imaging. A large number of minor
competitors are also present in the marketplace. We compete in the digital photo
mugshot market on the basis of system functionality, image quality, ease of
integration with other customer systems, price and customer service.
Similar to the AFIS market, the markets for computer aided dispatch, record
management and corrections management systems are highly competitive and involve
rapidly changing technology. The principal competitors in the CAD and RMS
markets continue to be Intergraph Public Safety (a division of Intergraph
Corp.), Tiburon and Litton PRC. A significant number of secondary competitors
are also present within the marketplace. The primary competitors in the CMS
market are AIMS, EPIC Solutions, and Syscon Justice Systems. Each of the
principal competitors has the expertise to provide large scale, integrated CAD,
RMS and CMS solutions. The nature of the competition is centered on
functionality, reliability, and the ability to interface with the customer's
mobile communication and in-vehicle systems, price and customer service.
In the microfilm scanning market, we compete primarily with Houston Fearless
and Wicks & Wilson at the high end of the market segment. The nature of
competition in this market is centered primarily on the product's return on
investment, system functionality, image quality, price, service and ease of
integration into other systems within the customer's environment. Competitors in
the lower priced segment of the market, which SunRise-Registered Trademark- does
not generally compete against, consist primarily of Fuji and Canon.
SunRise-Registered Trademark- has a competitive advantage in this marketplace
based upon its superior return on investment, speed, image quality, flexibility
and ability to handle multiple film formats with one single scanner.
Printrak has several competitors that offer limited elements of
enterprise-wide computing solutions for public safety agencies. However,
Printrak's Digital Justice Solution-TM- currently offers the most comprehensive
solution, which may include any or all of the following: AFIS, LiveScan-TM-,
CAD, RMS, CMS, mugshot and microfilm scanners. Certain competitors such as
Tiburon and Intergraph provide solutions, which include both CAD and RMS
technologies.
INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS
We currently hold seven patents and have two patent applications pending in
the United States, three patents in Europe and five in Canada. Although we have
implemented these protective measures, policing unauthorized use of our
technology or products is difficult and there can be no assurance that these
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measures will be successful. In addition, the laws of certain foreign countries
may not protect our proprietary rights to the same extent as do the laws of the
United States. There can be no assurance that our patents are or will be
sufficiently broad to protect our technology. There can be no assurance that
additional U.S. or foreign patents will be issued. In addition, there can be no
assurance that any patents that may be issued to Printrak, or which Printrak may
license from third parties, will not be challenged, invalidated or circumvented,
or that any rights granted would ultimately provide protection to us. Further,
there can be no assurance that others will not independently develop similar
products or duplicate our products.
RESEARCH AND PRODUCT DEVELOPMENT
We consider research, development and engineering to be a vital part of our
operations and continues to make substantial investments in research,
development and engineering to enhance the performance, functionality and
reliability of our hardware and software products, as well as to develop new
product offerings. During the fiscal years ended March 31, 2000, 1999 and 1998,
we invested 7.1%, 8.0% and 15.3%, respectively, of our revenues in research,
development and engineering.
MANUFACTURING AND SOURCING PRODUCTS
Our manufacturing operations consist primarily of the integration and
testing of off the shelf components, such as computers and disks, and of
subsystems and computer assemblies. Substantially all assemblies are
manufactured by outside vendors based on specifications we provide. Our
subsidiaries, TFP and SunRise, manufactured mugshot and digital scanning systems
through fiscal year 1998, however, with the integration of TFP and SunRise into
our operations in Anaheim, California, this manufacturing is being outsourced to
vendors with appropriate capabilities. Our CAD product is required to be fault
tolerant and, as such, utilizes Tandem hardware, which is purchased directly
from the manufacturer.
We generally purchase major assemblies from a single vendor as this promotes
higher quality, prompt delivery and aids cost savings. We are dependent upon the
ability of vendors to deliver these items in accordance with our specifications
and delivery schedules. The failure of these suppliers to deliver on schedule
could delay or interrupt our delivery of products and thereby adversely affect
our operating results. To date, we have not experienced any delays in deliveries
from our suppliers that have had a major impact on our business.
As a turnkey supplier of digital justice solutions, we also provide file
conversion services for our AFIS product line which allows the customer's
existing database of hardcopy records to be electronically encoded prior to
delivery of a Printrak AFIS system. This file conversion service is performed at
our headquarters in Anaheim, California. Our computer aided dispatch application
requires significant data mapping of the geographic points included within an
agency's service jurisdiction. This data is provided by the agency.
CUSTOMER SERVICE AND SUPPORT
We believe that excellent customer service and support is essential to our
success and have committed significant resources to these functions. As part of
our warranty and maintenance service agreements, on-site maintenance service is
provided for our AFIS systems five days per week, eight hours per day, during
normal working hours. Our CAD/RMS and mugshot products are supported via on-site
maintenance service or on-call phone service, depending on the requirements of
the customer's maintenance agreement. Telephone support is provided for our
AFIS, mugshot, and CAD/RMS products twenty-four hours per day, seven days per
week. Our customer support center is designed to provide focused hardware and
software support to customer sites via a designated phone number. Our service
organization includes customer service engineers, who provide on-site support
and maintenance, and product support engineers, who are primarily located in our
headquarters facility, the Boulder, Colorado facility, or in regional offices
around the world.
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We sell annual maintenance service agreements to most of our customers,
which provide for system maintenance, ongoing technical support, system
documentation materials and user training. Typically, the price of AFIS, mugshot
and CAD/RMS systems include a 12-month warranty, which includes full support and
maintenance. We provide a 90-day warranty with the sale of a
SunRise-Registered Trademark- Imaging scanner. Individual components within any
of our product lines are typically warranted for 90 days.
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. We typically deliver our products within six to nine months after
receiving an order, however, in some instances, products are provided on a
shorter delivery schedule, and occasionally, more time is required. As of
March 31, 2000, our total backlog was $103.0 million of which system backlog was
approximately $61.0 million, compared to system backlog of $105.3 million as of
March 31, 1999.
Orders comprising our backlog may include requirements for custom software
development or file conversion that may require extensive resources to be
completed prior to shipment. If we fail to meet an agreed upon schedule, related
orders could be cancelled. 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.
EMPLOYEES
As of March 31, 2000, we employed 561 people on a full-time basis, 485
domestically and 76 internationally. Of this total, 178 were in research,
development and engineering, 125 in customer support, 103 in assembly, materials
and file conversion services, 75 in sales and marketing, and 80 in finance,
information technology and administration. Printrak's success is highly
dependent on its ability to attract and retain qualified employees. Competition
for employees is increasingly intense in the software industry, and we believe
this competition will continue. To date, we believe we have been successful in
our efforts to recruit and retain qualified employees, but there is no assurance
that it will continue to be as successful in the future. None of our employees
are subject to collective bargaining agreements. We believe that our relations
with our employees is good.
CERTAIN CONSIDERATIONS
Our future operating results and stock price, may be affected by a number of
factors that could cause actual results to differ from those stated herein.
These factors include the following:
LENGTHY SALES AND COLLECTION CYCLE
The sale of products is often subject to delays associated with the lengthy
approval processes that typically accompany large capital expenditures. Our
total revenues depend in significant part upon the decision of a government
agency to upgrade and expand existing facilities, alter workflows, and hire
additional technical expertise in addition to procuring our products, all of
which involve a significant capital commitment as well as significant future
support costs. Our systems therefore often have a lengthy sales cycle while the
customer evaluates and receives approvals for the purchase of our products,
while existing workflows are augmented so as to properly assimilate our system,
and while the system is configured and shipped. Typically, the evaluation and
execution of a customer contract may take a full year. Another six to nine
months elapse while the system is configured, professional services are
performed and the customer site is prepared. During this time, we expend
substantial resources yet may receive no associated revenue. Any significant
failure by us to execute a contract after expending such effort and funds could
have a material adverse effect on our business, operating results and financial
condition.
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A customer contract typically provides payment terms associated with the
achievement of certain contractual milestones. Often, the contract provides for
a customer deposit at contract signature, however, portions of the customer's
payment may ultimately be associated with the delivery and final acceptance of
the complete system. Because the system configuration, file conversion and
system acceptance testing consumes a six to nine month time period, the
collection cycle is often quite lengthy. As such, we expend substantial
resources but may not receive payment from the customer until the completion of
a substantial portion of the contract. Any significant failure by us to perform
to the requirements of a specific contract could have a material adverse effect
on out business, operating results and financial position.
DEPENDENCE ON LARGE ORDERS; CUSTOMER CONCENTRATION
In any given fiscal year, our revenues have principally consisted of, and
may continue to consist of, large orders from a limited number of customers.
While the individual customer may vary from period to period, we still depend
upon large orders for a significant portion of our total system revenues. During
fiscal year 2000, revenues from the Argentinean project were $14.9 million, or
13.5% of total revenues, while in fiscal 1999 and 1998, there were no sales
exceeding 10% of total revenues. There can be no assurance that we will continue
to obtain such large orders on a consistent basis and, as such, our inability to
obtain sufficient large orders could have a material adverse effect on our
business, operating results and financial position. Moreover, the timing and
shipment of such orders may cause our operating results in any given quarter to
differ from projections of securities analysts, which could adversely affect the
trading price of our Common Stock.
DEPENDENCE ON CAPITAL SPENDING BY PUBLIC AGENCIES
Substantially all of the our revenues are derived from the sale and
maintenance of products delivered to domestic and foreign governmental agencies.
The decision to purchase an AFIS, CAD, RMS, CMS, mugshot or jail management
system generally involves a significant commitment of capital and frequent
delays are often associated with significant capital expenditures. Our future
performance directly depends upon the capital expenditure budgets of our
customers and the continued demand by such customers for our products. Many
domestic and foreign governmental agencies have experienced budget deficits that
have also led to significant reductions in capital expenditures. Our operations
may fluctuate from period-to-period as a consequence of such deficits or other
negative factors affecting capital spending. There can be no assurance that such
factors will not have a material adverse effect on the business, operating
results and financial position.
RISKS ASSOCIATED WITH EXPANSION INTO ADDITIONAL MARKETS; RELIANCE ON TEAMING
ARRANGEMENTS
We believe that our future performance is, in part, dependent upon our
ability to successfully market AFIS technology for use outside of the law
enforcement market. These markets include the detection of welfare fraud, voter
registration and identification, verification of immigration status, drivers'
license identification and verification of eligibility of pension or medical
benefits. Furthermore, the size of these contracts, when awarded, is
significantly larger than contracts that we typically fulfill and often requires
multiple contractors. The requirements for a national ID system, for example,
incorporate AFIS technology, but may also incorporate other technologies
provided by other parties. In order to successfully pursue civil and commercial
applications, we have entered into and will continue to enter into, where
appropriate, teaming arrangements with third party system integrators. There can
be no assurance regarding the performance of such third parties, or the overall
success, if any, of such teaming arrangements. Additionally, there can be no
assurance regarding the performance of other third parties associated with such
large-scale implementations, and we have no control over this aspect of any
installation.
Although we have successfully performed on some of the largest AFIS
installations in the world, the applications associated with national ID
programs or other civil and commercial applications, typically are much larger.
Although we are confident that we can successfully implement our technology in
these markets, there can be no assurance that we will be successful.
11
<PAGE>
RISKS ASSOCIATED WITH ACQUISITIONS
An important element of our strategy has been to expand our operations by
acquiring companies with complementary product offerings in order to augment
market coverage and strengthen technological capabilities. We have acquired
companies in the past and may make additional acquisitions of businesses,
products or technologies in the future. These acquisitions have, and may
continue to, result in dilutive issuance of securities, the incurrence of debt
and amortization expense related to goodwill or other intangible assets. Any of
these factors could adversely affect our business, operating results and
financial position.
Acquisitions and their assimilation into our operations have presented and
may continue to present us numerous challenges. These challenges may include,
but are not limited to, assimilating the technologies and products of acquired
companies, locating qualified resources and incorporating separate geographic
operations into the consolidated company. These challenges have, and may
continue to, absorb significant management attention that would otherwise be
available to the ongoing development of our core business. Moreover, there can
be no assurance that the anticipated benefits of any acquisition, upon complete
integration, will ultimately be realized. If management does not effectively
respond to these challenges, our business, operating results and financial
position could be adversely impacted.
YEAR 2000 COMPLIANCE
The measures that we have undertaken to alleviate the internal and external
issues regarding potential Year 2000 problems proved to be appropriate and
effective. Our internal operating systems as well as our systems in the field at
customer sites have not suffered any significant Year 2000 related problems that
impacted operations during the transition to the new millennium. Any issues
encountered were minor and were resolved immediately without any impact on
operating systems internally or at customer locations.
We estimated that we spent approximately $400,000 on Year 2000 compliance
activities. We intend to continue to monitor our internal and external
operations along with customer sites for any undetected Year 2000 problems.
Although, there can be no assurance that issues will not surface regarding Year
2000 compliance, we expect these issues, if any, to be relatively insignificant.
ITEM 2. PROPERTIES
We lease an approximately 88,000 square foot facility in Anaheim,
California. This building is used as our headquarters and includes
administration, engineering and customer service and manufacturing facilities.
Pursuant to the terms of the lease, we pay $59,830 per month, subject to
periodic adjustments. The term of the lease expires in April 2004.
We had previously leased an approximately 6,700 square foot facility in
Fremont, California. Prior to the restructuring of our subsidiaries and the
relocation of SunRise's operations to Anaheim, California, the facility was used
as SunRise's principal place of business. Subsequent to March 31, 2000, the
lessor relieved us of any future liability for the lease and reclaimed the
property.
We lease an approximately 21,800 square foot facility in Boulder, Colorado
for use by the Boulder Division. Pursuant to the terms of the lease, we pay
$18,930 per month, subject to periodic adjustments. The term of the lease
expires in November 2002.
We lease an approximately 24,000 square foot facility in Irvine, California
for use by sales, marketing and R&D. Pursuant to the terms of the lease, we pay
$36,480 per month, subject to periodic adjustments. The term of the lease
expires in April 2006.
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Additionally, we lease sales office space in Fairfax, Virginia and
Greenville, South Carolina, along with offices in Ferndown, England; Queensland,
Australia; Frankfurt, Germany; and in Buenos Aires, Argentina which are used for
international sales and customer support services.
ITEM 3. LEGAL PROCEEDINGS
From time to time, we may be involved in litigation relating to claims
arising out of our operations in the normal course of business. As of the date
of this report, we are 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 our results of operations or financial condition.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
Our common stock, par value $.0001 per share (the "Common Stock"), is traded
on the Nasdaq National Market under the symbol "AFIS". The table below
establishes the high and low sale prices for the Common Stock for the period
from March 31, 1998 through March 31, 2000 (as reported on the Nasdaq National
Market). The last reported closing price of the Common Stock on the Nasdaq
National Market on May 31, 2000 was $7.13.
FISCAL QUARTER ENDED:
<TABLE>
<CAPTION>
HIGH LOW
-------- --------
<S> <C> <C>
March 31, 1998.............................................. 10.50 8.00
June 30, 1998............................................... 8.25 5.13
September 30, 1998.......................................... 6.25 4.13
December 31, 1998........................................... 8.19 4.50
March 31, 1999.............................................. 8.75 6.25
June 30, 1999............................................... 8.00 6.00
September 30, 1999.......................................... 8.06 6.63
December 31, 1999........................................... 11.00 5.38
March 31, 2000.............................................. 13.06 9.50
</TABLE>
As of May 31, 2000, there were 89 holders of record based on the records of
our transfer agent which does not include beneficial owners of Common Stock
whose shares are held in the names of various securities brokers, dealers and
registered clearing agencies.
The terms of our revolving credit agreement restricts our ability to pay
dividends on our Common Stock. Any payment of future dividends will be at the
discretion of our Board of Directors and depends upon, among other things, our
earnings, financial position, capital requirements, extent of indebtedness, as
well as any other contractual restrictions. We have not paid any dividends to
date and do not anticipate paying cash dividends on the Common Stock in the
foreseeable future.
ITEM 6. SELECTED FINANCIAL DATA
The statement of operations data for each of the three fiscal years ended
March 31, 2000, 1999 and 1998 and the balance sheet data at March 31, 2000 and
1999, are derived from the audited consolidated financial statements and notes
thereto, which are included elsewhere in this report, and are qualified by
reference to such financial statements and notes related thereto. The statement
of operations data for
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fiscal years ended March 31, 1997 and 1996 and the balance sheet data at
March 31, 1998, 1997 and 1996 not included herein, have also been audited. The
data set forth below should be read in conjunction with "Management's Discussion
and Analysis of Financial Condition and Results of Operations" and the
Consolidated Financial Statements and Notes thereto included elsewhere in this
report.
<TABLE>
<CAPTION>
YEAR ENDED MARCH 31,
----------------------------------------------------
2000 1999 1998 1997 1996
-------- -------- -------- -------- --------
(in thousands, except per share data)
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues:
System......................................... $87,850 $71,195 $ 58,742 $54,728 $41,400
Maintenance.................................... 22,059 15,238 13,134 10,855 10,667
------- ------- -------- ------- -------
Total revenues................................. 109,909 86,433 71,876 65,583 52,067
Cost of revenues................................. 66,362 50,425 45,852 34,143 29,782
------- ------- -------- ------- -------
Gross profit..................................... 43,547 36,008 26,024 31,440 22,285
Operating expenses:
Research development and engineering........... 7,784 6,936 11,002 10,859 9,274
Selling, general and administrative............ 23,208 21,760 21,841 13,861 12,283
In process research and development............ -- -- 5,900 -- --
Restructuring costs and merger related
expenses..................................... -- -- 1,861 -- --
------- ------- -------- ------- -------
Total operating expenses....................... 30,992 28,696 40,604 24,720 21,557
Operating income (loss).......................... 12,555 7,312 (14,580) 6,720 728
Other income (expense), net...................... 753 (156) 185 53 848
------- ------- -------- ------- -------
Income (loss) before provision for income
taxes.......................................... 13,308 7,156 (14,395) 6,773 1,576
Provision (benefit) for income taxes............. 5,446 (4,152)* 95 2,141 386
------- ------- -------- ------- -------
Net income (loss)................................ $ 7,862 $11,308 * $(14,490) $ 4,632 $ 1,190
======= ======= ======== ======= =======
Net income (loss) per share:
Basic.......................................... $ 0.68 $ 1.00 * $ (1.30) $ 0.44 $ 0.14
Diluted........................................ $ 0.64 $ 0.96 * $ (1.30) $ 0.42 $ 0.13
Weighted average common and common equivalent
shares outstanding:
Basic.......................................... 11,625 11,338 11,151 10,425 8,620
Diluted........................................ 12,250 11,781 11,151 10,963 9,085
BALANCE SHEET DATA:
Cash, cash equivalents and short-term
investments.................................... $14,897 $ 8,557 $ 4,864 $ 8,431 $ 3,625
Working capital.................................. 31,631 21,216 18,315 24,842 10,130
Total assets..................................... 71,075 65,302 58,595 49,558 34,657
Long-term liabilities............................ 494 180 10,960 1,683 5,742
Total stockholders' equity....................... 43,779 33,001 20,552 33,997 14,041
</TABLE>
------------------------
* Fiscal year 1999 includes a $6.2 million income tax benefit, equivalent to
$0.52 per diluted share, related to the assumed future utilization of net
deferred tax assets
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
This discussion 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 we intend 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
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<PAGE>
expressions are intended to identify such forward-looking statements. 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 our markets will continue to grow, that
our products will remain accepted within their respective markets and will not
be replaced by new technology, that competitive conditions within our markets
will not change materially or adversely, that we will retain key technical and
management personnel, that our forecasts will accurately anticipate market
demand, and that there will be no material adverse change in our 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 our control. In addition, our business
and operations are subject to substantial risks which increase the uncertainty
inherent in such forward-looking statements, including those discussed in Item
1, "Business--Certain Considerations". 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 us or any other
party that the objectives or plans will be achieved.
The following is management's discussion and analysis of certain significant
factors which have affected our earnings and financial condition during the
period included in the accompanying consolidated financial statements. This
discussion compares the year ended March 31, 2000 with the year ended March 31,
1999, and the year ended March 31, 1999 is compared against the year ended
March 31, 1998. This discussion should be read in conjunction with the
consolidated financial statements and associated notes to the financial
statements.
FISCAL YEARS ENDED MARCH 31, 2000 AND 1999
TOTAL REVENUES. Total revenues are comprised of system revenues which
include products, file conversion, data mapping, system installations; and
warranty/maintenance revenues which relate to hardware and software support.
Total revenues increased 27.2% to $109.9 million for the year ended
March 31, 2000, in comparison to revenues of $86.4 million for the year ended
March 31, 1999. For fiscal year 2000, system revenues totaled $ 87.9 million
while maintenance revenues contributed the remaining $22.0 million. For fiscal
year 1999, system revenues totaled $71.2 million while maintenance revenues
totaled $15.2 million. The overall increase in revenues of $23.5 million is
primarily attributable to $28.9 million from the computer aided dispatch product
line for fiscal year 2000 as compared to $14.4 million in the prior year. In
addition, the new national identification contract in Argentina contributed
$13.3 million in systems revenue for the year ended March 31, 2000 as compared
to $5.6 million in systems revenue for the year ended March 31, 1999. The
increase in maintenance revenues of $6.8 million from the prior year is
primarily due to the overall expansion of our customer base over the prior years
and revenue of $1.5 million attributable to the Argentina contract.
COST OF REVENUES. Cost of revenues primarily consists of purchased
materials used in the assembly of products, manufacturing or assembly labor and
overhead, software development costs specific to individual contracts, system
integration costs, file conversion costs and data mapping costs, as well as
maintenance expenses and estimated costs to complete systems installations.
Overall gross margins decreased to 39.6% for the period ending March 31,
2000 from 41.7% for the period ending March 31, 1999. System margins were 41.4%
for the year ended March 31, 2000 as compared to 44.1% for the year ended
March 31, 1999. Maintenance margins were 32.5% for the year ended March 31, 2000
as compared to 30.1% for the year ended March 31, 1999. The decrease in overall
gross margins is attributable to lower margins from the CAD products which
generated approximately 26.3% of annual revenues in fiscal 2000 as compared to
16.7% of annual revenues in fiscal 1999. In addition, there was an increased
requirement of engineering resources for certain AFIS and CAD system contracts
requiring customized features.
15
<PAGE>
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 consultants and the cost of materials used in the
development of hardware and software products.
RD&E expenses increased 12.2% to $7.8 million for the year ended March 31,
2000, compared to $6.9 million for the same period of the previous year. RD&E
expenses, as a percentage of revenue, decreased to 7.1% for the year ended
March 31, 2000 from 8.0% for the year ended March 31, 1999. The slight increase
of $.9 million is a result of an increased requirement of engineering resources
for customization on certain AFIS and CAD system contracts. Engineering
resources used for customization are classified as cost of sales.
SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative
(SG&A) expense consists principally of compensation paid to sales, marketing and
administrative personnel, commissions paid to sales personnel, professional
service fees, travel and related expenses and other marketing expenses.
For the fiscal year ended March 31, 2000, SG&A expenses increased 6.7% to
$23.2 million compared to $21.8 million from fiscal year 1999. As a percentage
of revenue, SG&A expenses were 21.1%, down from 25.2% in the prior year. The
$1.4 million increase primarily reflects additional personnel costs related to
the recruitment of key employees and costs associated with operating the Irvine
office which was opened at the end of April 1999.
OTHER INCOME (EXPENSE), NET. Other income totaled $753,000 in the current
year consisting primarily of interest income of $941,000, offset, in part, by
foreign currency exchange losses of $219,000. In the previous year, other
expense totaled $156,000 consisting primarily of $540,000 in interest expense,
offset, in part, by interest income of $347,000.
PROVISION (BENEFIT) FOR INCOME TAXES. Our effective income tax rate for
fiscal years 2000 and 1999 was 40.9% and (58.0)%, respectively. The prior year
benefit reflected the reversal of a $6.2 million valuation allowance. Management
has determined, based on our history of prior operating earnings and its
expectations for the future, that operating income of Printrak will more likely
than not be sufficient to recognize fully these net deferred tax assets. The
estimated effective annual rate in the future years is expected to approximate
the statutory rate.
FISCAL YEARS ENDED MARCH 31, 1999 AND 1998
TOTAL REVENUES. Total revenues are comprised of system revenues which
include products, file conversion, data mapping, system installations and
warranty/maintenance revenues related to hardware and software support.
Total revenues increased 20.3% to $86.4 million for the year ended
March 31, 1999, in comparison to revenues of $71.9 million for the year ended
March 31, 1998. For fiscal year 1999, system revenues totaled $71.2 million with
maintenance revenues contributing the remaining $15.2 million. For fiscal year
1998, system revenues totaled $58.8 million while maintenance revenues totaled
$13.1 million. The overall increase in revenues is primarily attributable to a
full year of revenue from the computer aided dispatch, photo imaging and digital
scanning device product lines related to fiscal year 1998 acquisitions. In
addition, the new national identification contract in Argentina contributed
$5.6 million in system revenue. These increases were partially offset by a
reduction in revenues from the AFIS product line during fiscal 1999. The
reduction is primarily due to the timing of completion of contract elements
which drive revenue recognition. In addition, the sale of mugshot systems
declined from the prior year as we transitioned our sales efforts from smaller
scale to larger scale contracts. The increase in maintenance revenues of
$2.1 million from the prior year is primarily due to the overall expansion of
the customer base over the prior year.
16
<PAGE>
COST OF REVENUES. Cost of revenues primarily consists of purchased
materials procured for use in the assembly of our products, manufacturing or
assembly labor and overhead, software development costs specific to individual
contracts, system integration costs, file conversion costs and data mapping
costs, as well as maintenance expenses and estimated costs to complete systems
installations.
Overall gross margins increased to 41.7% for the period ending March 31,
1999 from 36.2% for the period ending March 31, 1998. System margins were 44.1%
for the year ended March 31, 1999 as compared to 37.8% for the year ended
March 31, 1998. Maintenance margins were 30.1% for the year ended March 31, 1999
as compared to 29.1% for the year ended March 31, 1998. The increase in overall
gross margins was primarily attributable to the prior years lower yields on
contracts from the Boulder division which included numerous low margin contracts
acquired from SCC. Also included in the prior year cost of sales is
approximately $882,000 of expenses associated with restructuring of TFP and
SunRise into Printrak's Anaheim, California operations. SunRise was consolidated
into the Anaheim facility.
RESEARCH, DEVELOPMENT AND ENGINEERING. Research, development and
engineering expenses (RD&E) consists primarily of compensation paid to personnel
engaged in research, development and engineering activities, amounts paid for
outside services and consultants and the cost of materials used in the
development of hardware and software products.
RD&E expenses decreased 37.0% to $6.9 million for the year ended March 31,
1999, compared to $11.0 million for the same period of the previous year. RD&E
expenses, as a percentage of revenue, decreased to 8.0% for the year ended
March 31, 1999 from 15.3% for the year ended March 31, 1998. The $4.1 million
decrease is primarily the result of an increased requirement of engineering
resources for certain AFIS system contracts and the newly acquired product line.
This was due to an increase in (i) the "customization" portion of the contracts
and (ii) an increase in overall contract activity, in particular the
$45 million Argentina contract, Printrak's first significant contract in the
AFIS civil market place. Engineering resources used for customization are
classified as cost of sales.
SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative
(SG&A) expense consists principally of compensation paid to sales, marketing and
administrative personnel, commissions paid to sales personnel, professional
service fees, travel and related expenses and other marketing expenses.
For the fiscal year ended March 31, 1999, SG&A expenses remained consistent
with fiscal year 1998 at approximately $21.8 million. As a percentage of
revenue, SG&A expenses were 25.2%, down from 30.4% in the prior year.
Also included within SG&A for the prior year were $1.1 million of expenses
associated with the restructuring of the operations of TFP and SunRise to reduce
duplication of resources. These costs are primarily comprised of relocation and
retention bonuses for certain employees, costs of relocating TFP and SunRise
production facilities, and additional bad debt reserves.
IN PROCESS RESEARCH AND DEVELOPMENT EXPENSE. In fiscal year 1998, we
incurred a $5.9 million charge related to in-process research and development
from the SunRise acquisition. In fiscal year 1999, we incurred $1.0 million of
research and development expenses related to these technology projects. These
projects were 100% complete at March 31, 1999.
OTHER INCOME (EXPENSE), NET. Other expense totaled $156,000 in fiscal year
1999 consisting primarily of $540,000 in interest expense, offset, in part, by
interest income of $347,000. In the previous year, other income totaled
$185,000, and consisted of interest income of $629,000, offset, in part, by
interest expense of $467,000 and foreign currency exchange losses of $136,000.
PROVISION (BENEFIT) FOR INCOME TAXES. Our effective income tax rate for
fiscal years 1999 and 1998 was (58.0)% and 0.7%, respectively. We evaluated a
variety of factors in determining the amount of deferred income tax assets to be
recognized pursuant to SFAS No. 109, "Accounting for Income Taxes". As a result
of numerous factors, including, but not limited to earnings history, existing
contracts, sales backlog, the
17
<PAGE>
existence of taxable temporary differences, and near-term earnings expectations,
we believed that our net deferred tax asset was more likely than not to be
realized, and in the third quarter of 1999, reduced or eliminated our deferred
tax valuation allowance of $6.2 million.
LIQUIDITY AND CAPITAL RESOURCES
Printrak's primary source of cash used to finance capital expenditures and
fund its existing operations is cash generated from its operations. Management
believes that such sources of funds will be sufficient to meet the needs of its
business for the foreseeable future. During fiscal year 2000, cash generated
from operations was approximately $8.2 million as compared to $15.9 million in
the prior fiscal year. The decrease in cash provided by operations is primarily
due to a current year tax expense of $5.4 million as compared to a prior year
tax benefit of $4.2 million and a decrease in accounts payable of $4.9 million
partially offset by a decrease in accounts receivable of $4.6 million.
During fiscal year 2000, Printrak's investing activities used net cash of
approximately $3.4 million to fund capital expenditures of $1.3 million and to
fund the purchase of the DMSC software license for $1.5 million. During fiscal
year 1999, Printrak's investing activities used net cash of approximately
$45,000 to fund capital expenditures of $1.7 million offset by the sale of short
term investments for $1.1 million and the collection of a note receivable for
$0.5 million.
During fiscal year 2000, Printrak's financing activities provided net cash
of approximately $1.8 million primarily as a result of proceeds from the
exercise of stock options of $2.4 million, offset by payments of $254,000 on
long-term debt and the repurchase of common stock of $294,000. During fiscal
year 1999, financing activities used net cash of approximately $11.1 million
mainly due to the $11.7 million pay down of our revolving credit line, offset by
approximately $0.6 million from the exercise of stock options.
During the month of December 1999, we negotiated a new credit line with
Union Bank which increased our borrowing limit to $25 million. The expiration
date of the credit line is December 31, 2000. The revolving line of credit
agreement contains certain restrictive covenants which restrict our ability to
pay dividends and requires us to maintain minimum tangible net worth and certain
other financial ratios. As of March 31, 2000, we were in compliance with these
covenants as amended. At March 31, 2000, we had no outstanding balance.
Subsequent to March 31, 2000, the Company announced a stock repurchase
program of up to 1 million shares to be funded out of cash reserves.
EUROPEAN MONETARY UNION
Within Europe, the European Economic and Monetary Union (EMU) introduced a
new currency, the Euro, on January 1, 1999. The new currency is in response to
the EMU's policy of economic convergence to harmonize trade policy, eliminate
business costs associated with currency exchange and to promote the free flow of
capital, goods and services.
On January 1, 1999, the participating countries adopted the Euro as their
local currency, initially available for currency trading on currency exchanges
and non-cash transactions such as banking. The existing local currencies, or
legacy currencies, will remain legal tender through January 1, 2002. Beginning
on January 1, 2002, euro-denominated bills and coins will be issued for cash
transactions. For a period of up to six months from this date, both legacy
currencies and the Euro will be legal tender. On or before July 1, 2002, the
participating countries will withdraw all legacy currencies and exclusively use
the Euro.
Our transactions within the EMU are limited. Based on the limited amount of
transactions recorded in the Euro, we do not believe that the Euro will have a
material effect on our financial condition, results of operations or cash flows.
In addition, we have not incurred and do not expect to incur any significant
costs from the continued implementation of the Euro, including any currency
risk, which could materially affect our business, financial position or results
of operations. We have not experienced any significant
18
<PAGE>
operational disruptions to date and do not currently expect the continued
implementation of the Euro to cause any significant operational disruptions.
RECENT ACCOUNTING PRONOUNCEMENTS
In June 1998, the FASB issued SFAS No. 133, ACCOUNTING FOR DERIVATIVE
INSTRUMENTS AND HEDGING ACTIVITIES which the Company is required to adopt
effective in its fiscal year 2000. SFAS No. 133 will require the Company to
record all derivatives on the balance sheet at fair value. SFAS 133 was amended
by SFAS 137, which delayed the effective date to fiscal years beginning after
June 15, 2000. The Company will be required to adopt SFAS 133 in fiscal year
2002. The Company does not currently engage in hedging activities or hold any
derivative instruments, but will continue to evaluate the effects of adopting
SFAS 133.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Printrak is 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 condition.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and supplementary data of the Registrant required
by this Item 8 are set forth at the pages indicated at Item 14 (a)(1).
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
19
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The information required for Item 10 with respect to Directors and Executive
Officers is incorporated by reference to the information contained in the
sections captioned "Directors" and Other Executive Officers" in the our
definitive Proxy Statement for our Annual Meeting of Stockholders to be held on
August 30, 2000, to be filed with the Securities and Exchange Commission.
ITEM 11. EXECUTIVE COMPENSATION.
The information required by Item 11 is incorporated by reference to the
information contained in the section entitled "Compensation of Executive
Officers" in the definitive Proxy Statement for our 2000 Annual Meeting of
Stockholders to be held on August 30, 2000, to be filed with the Securities and
Exchange Commission.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The information required by Item 12 is incorporated by reference to the
information contained in the section entitled "Security Ownership of Management
and Directors" in the definitive Proxy Statement for our 2000 Annual Meeting of
Stockholders to be held on August 30, 2000, to be filed with the Securities and
Exchange Commission.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The information required by Item 13 is incorporated by reference to the
information contained in the sections entitled "Compensation of Executive
Officers" and Compensation Committee Interlocks and Insider Participation" in
the definitive Proxy Statement for our 2000 Annual Meeting of Stockholders to be
held on August 30, 2000, to be filed with the Securities and Exchange
Commission.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) 1. Financial Statements:
See Index to Financial Statements and Schedule on page F-1
2. Financial Statement Schedule:
See Index to Financial Statements and Schedule on page F-1
3. Exhibits. The following exhibits are filed (or incorporated by reference
herein) as part of this Form 10K:
<TABLE>
<C> <S>
2.1 Agreement and Plan of Reorganization and Merger, dated as of
April 7, 1997, between Printrak, TFP Acquisition Corp., and
TFP Inc. (Incorporated by reference to Exhibit 10.1 of our
Form 8-K as filed with the Securities and Exchange
Commission on April 17, 1997, File No. 333-04610)
2.2 Agreement and Plan of Reorganization and Merger, dated as of
August 29, 1997, between Printrak, SunRise Acq. Corp.,
SunRise Imaging and the principal shareholders of SunRise
Imaging (Incorporated by reference to Exhibit 2.1 of our
Form 8-K as filed with the Securities and Exchange
Commission on September 24, 1997 File No. 000-20719)
3.1 Certificate of Incorporation of Printrak (Incorporated by
reference to Exhibit 3.1 of our Registration Statement on
Form S-1 as filed with the Securities and Exchange
Commission on May 3, 1996, File No. 333-4610)]
</TABLE>
20
<PAGE>
<TABLE>
<C> <S>
3.2 Amended and Restated Certificate of Incorporation of
Printrak (Incorporated by reference to Exhibit 3.2 of
Amendment No. 2 our Registration Statement on Form S-1 as
filed with the Securities and Exchange Commission on
June 28, 1996, File No. 333-4610)
3.3 Bylaws of Printrak, as currently in effect (Incorporated by
reference to Exhibit 3.3 of our Annual Report on Form 10-K
as filed with the Securities and Exchange Commission on
June 30, 1997)
4.1 Form of Common Stock Certificate (Incorporated by reference
to Exhibit 4.1 of Amendment No. 2 to our Registration
Statement on Form S-1 as filed with the Securities and
Exchange Commission on June 28, 1996, File No. 333-4610)
10.1* Printrak International Inc. Executive Stock Option Plan (the
"Executive Plan"), as amended (Incorporated by reference to
Exhibit 10.1 of our Registration Statement on Form S-1 as
filed with the Securities and Exchange Commission on May 3,
1996, File No. 333-4610)
10.2* Form of Nonqualified Stock Option Agreement pertaining to
the Executive Plan (Incorporated by reference to Exhibit
10.2 of our Registration Statement on Form S-1 as filed with
the Securities and Exchange Commission on May 3, 1996, File
No. 333-4610)
10.3* Printrak International Inc. 1994 Stock Option Plan (the
"1994 Plan") (Incorporated by reference to Exhibit 10.3 of
our Registration Statement on Form S-1 as filed with the
Securities and Exchange Commission on May 3, 1996, File
No. 333-4610)
10.4* Form of Nonqualified Stock Option Agreement pertaining to
the 1994 Plan (Incorporated by reference to Exhibit 10.4 of
our Registration Statement on Form S-1 as filed with the
Securities and Exchange Commission on May 3, 1996, File
No. 333-4610)
10.5* First Amended and Restated Printrak International Inc. 1996
Stock Incentive Plan (the "1996 Plan") (Incorporated by
reference to Exhibit 4.1 of our Registration Statement on
Form S-8 as filed with the Securities and Exchange
Commission on February 27, 1998, File No. 333-47009)
10.6* Form of Stock Option Agreement pertaining to the 1996 Plan
(Incorporated by reference to Exhibit 10.6 of our
Registration Statement on Form S-1 as filed with the
Securities and Exchange Commission on May 3, 1996, File
No. 333-4610)
10.7* Form of Restricted Stock Purchase Agreement pertaining to
the 1996 Plan (Incorporated by reference to Exhibit 10.7 of
our Registration Statement on Form S-1 as filed with the
Securities and Exchange Commission on May 3, 1996, File
No. 333-4610)
10.8* First Amended and Restated Printrak International Inc.
Employee Stock Purchase Plan--1996 (Incorporated by
reference to Exhibit 4.1 of our Registration Statement on
Form S-8 as filed with the Securities and Exchange
Commission on October 10, 1997, File No. 333-38275)
10.9* Printrak International Inc. Voluntary Deferred Compensation
Plan (Incorporated by reference to Exhibit 10.9 of our
Registration Statement on Form S-1 as filed with the
Securities and Exchange Commission on May 3, 1996, File
No. 333-4610)
10.10* Employment Agreement dated May 1, 1996 between Printrak and
Richard M. Giles (Incorporated by reference to Exhibit 10.10
of our Registration Statement on Form S-1 as filed with the
Securities and Exchange Commission on May 3, 1996, File
No. 333-4610)
10.11 Promissory Note dated April 14, 1999 by Richard M. Giles,
Trustee, in favor of Printrak (Incorporated by reference to
Exhibit 10.11 of our Annual Report on Form 10-K for the year
ended March 31, 1999, as filed with the Securities and
Exchange Commission on June 29, 1999, File No. 000-20719)
</TABLE>
21
<PAGE>
<TABLE>
<C> <S>
10.12 Stock Pledge Agreement dated April 14, 1999 between Printrak
and Richard M. Giles, Trustee (Incorporated by reference to
Exhibit 10.12 of our Annual Report on Form 10-K for the year
ended March 31, 1999, as filed with the Securities and
Exchange Commission on June 29, 1999, File No. 000-20719).
10.13 Promissory Note dated March 1, 1996 by John G. Hardy in
favor of Printrak (Incorporated by reference to
Exhibit 10.13 of our Registration Statement on Form S-1 as
filed with the Securities and Exchange Commission on May 3,
1996, File No. 333-4610)
10.14 Stock Pledge Agreement dated March 1, 1996 between Printrak
and John G. Hardy (Incorporated by reference to
Exhibit 10.14 of our Registration Statement on Form S-1 as
filed with the Securities and Exchange Commission on May 3,
1996, File No. 333-4610)
10.15* Form of Severance Agreement between Printrak and its
executive officers (Incorporated by reference to
Exhibit 10.15 of our Registration Statement on Form S-1 as
filed with the Securities and Exchange Commission on May 3,
1996, File No. 333-4610)
10.16 Form of Indemnification Agreement for Officers and Directors
of Printrak (Incorporated by reference to Exhibit 10.16 of
our Registration Statement on Form S-1 as filed with the
Securities and Exchange Commission on May 3, 1996, File
No. 333-4610)
10.17 Commercial Lease dated May 13, 1995 between Printrak and
RICOL, LLC (Incorporated by reference to Exhibit 10.20 of
our Registration Statement on Form S-1 as filed with the
Securities and Exchange Commission on May 3, 1996,
File No. 333-4610)
10.18 First Amendment to Lease originally entered between Printrak
and RICOL, LLC, such Amendment being dated April 1, 1998
between Printrak and Kilroy Realty, L.P. (Incorporated by
reference to Exhibit 10.21 of our Annual Report on
Form 10-K for the year ended March 31, 1998, as filed with
the Securities and Exchange Commission on July 14, 1998,
File No. 000-20719)
10.19 Loan Agreement between Printrak and Union Bank dated
August 12, 1996 (Incorporated by reference to Exhibit 10.1
of our Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996, as filed with the Securities and
Exchange Commission on May 3, 1996, File No. 333-4610)
10.20 First Amendment to Loan Agreement between Company and Union
Bank, dated July 31, 1998 (Incorporated by reference to
Exhibit 10.20 of our Annual Report on Form 10-K for the year
ended March 31, 1999, as filed with the Securities and
Exchange Commission on June 29, 1999, File No. 000-20719)
10.21 Promissory Note between Printrak and Union Bank of
California dated January 30, 1997 (Incorporated by
reference to Exhibit 10.1 of our Quarterly Report on
Form 10-Q for the quarter ended December 31, 1996, as filed
with the Securities Exchange Commission on February 13,
1997, File No. 333-04610)
10.22 Promissory Note between Printrak and Union Bank of
California dated November 2, 1998 (Incorporated by
reference to Exhibit 10.22 of our Annual Report on Form 10-K
for the year ended March 31, 1999, as filed with the
Securities and Exchange Commission on June 29, 1999, File
No. 000-20719)
10.23* TFP Stock Option Plan (Incorporated by reference to
Exhibit 4.1 of our Registration Statement on Form S-8 as
filed with the Securities and Exchange Commission on
October 20, 1997, File No. 333-38277)
10.24 Commercial Lease between Printrak and the Irvine Co., dated
February 16, 1999 (Incorporated by reference to
Exhibit 10.1 of our Quarterly report on Form 10-Q for the
quarter ended December 31, 1998, File No. 000-20719)
</TABLE>
22
<PAGE>
<TABLE>
<C> <S>
10.25 Source Code License Agreement between DMSC Inc. and Printrak
International dated June 29, 1999 (Incorporated by reference
to Exhibit 10.1 of our Quarterly Report on Form 10-Q for the
quarter ended September 30, 1999, as filed with the
Securities and Exchange Commission on November 15, 1999,
File No. 000-20719)
10.26 First Amended and Restated Loan Agreement between Printrak
and Union Bank dated December 15, 1999 (Incorporated by
reference to Exhibit 10.1 of our Quarterly Report on Form
10-Q for the quarter ended December 31, 1999, as filed with
the Securities and Exchange Commission on November 15, 1999,
File No. 000-20719)
10.27 Promissory Note dated October 15, 1999 by Richard M. Giles
in favor of Printrak (Incorporated by reference to Exhibit
10.2 of our Quarterly Report on Form 10-Q for the quarter
ended December 31, 1999, as filed with the Securities and
Exchange Commission on November 15, 1999, File No.
000-20719)
21 Significant Subsidiaries of Printrak
23.1 Consent of Independent Auditors, Deloitte & Touche LLP,
dated June 29, 2000
27 Financial Data Schedule
</TABLE>
-------------------------------
* These exhibits are identified as management contracts or compensatory
plans or arrangements of the Registrant pursuant to Item 14(a) of
Form 10-K
(b) Reports on Form 8-K
None.
23
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, in the City of Anaheim,
State of California, on June 29, 2000
<TABLE>
<S> <C> <C>
PRINTRAK INTERNATIONAL INC.
/s/ RICHARD M. GILES
-----------------------------------------
Richard M. Giles,
CHAIRMAN OF THE BOARD, CHIEF EXECUTIVE
OFFICER, AND PRESIDENT
</TABLE>
Pursuant to the requirements of the Securities Act of 1934 this report has
been signed below by the following persons on behalf of the Registrant and in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
Chairman of the Board, Chief
/s/ RICHARD M. GILES Executive Officer, and
------------------------------------------- President (principal executive June 29, 2000
Richard M. Giles officer) and Director
/s/ THOMAS M. COSTALES Chief Financial Officer
------------------------------------------- (principal accounting and June 29, 2000
Thomas M. Costales financial officer)
/s/ JANET A. HARMIER
------------------------------------------- Corporate Controller June 29, 2000
Janet A. Harmier
/s/ CHARLES L. SMITH
------------------------------------------- Director June 29, 2000
Charles L. Smith
/s/ ALBERT WONG
------------------------------------------- Director June 29, 2000
Albert Wong
/s/ PETER HIGGINS
------------------------------------------- Director June 29, 2000
Peter Higgins
</TABLE>
24
<PAGE>
PRINTRAK INTERNATIONAL INC.
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
--------
<S> <C>
Independent Auditors' Report................................ F-2
Consolidated Balance Sheets................................. F-3
Consolidated Statements of Operations....................... F-4
Consolidated Statements of Comprehensive Operations......... F-5
Consolidated Statements of Stockholders' Equity............. F-6
Consolidated Statements of Cash Flows....................... F-7
Notes to Consolidated Financial Statements.................. F-9
Financial Statement Schedule--Valuation and Qualifying
Accounts.................................................. F-24
</TABLE>
F-1
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Stockholders and Board of Directors of
Printrak International Inc.:
We have audited the accompanying consolidated balance sheets of Printrak
International Inc. and subsidiaries (the Company) as of March 31, 1999 and 2000,
and the related consolidated statements of operations, comprehensive operations,
stockholders' equity and cash flows for each of the three years in the period
ended March 31, 2000. Our audits also included the financial statement schedule
listed in the index at 14(a)(2). These financial statements and financial
statement schedule are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements and
financial statement schedule based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of Printrak International Inc. and
subsidiaries as of March 31, 1999 and 2000 and the results of their operations
and their cash flows for each of the three years in the period ended March 31,
2000, in conformity with accounting principles generally accepted in the United
States of America. Also, in our opinion, the related financial statement
schedule, when considered in relation to the basic financial statements taken as
a whole, presents fairly in all material respects the information set forth
therein.
DELOITTE & TOUCHE LLP
June 9, 2000
Costa Mesa, California
F-2
<PAGE>
PRINTRAK INTERNATIONAL INC.
CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 2000 AND 1999
<TABLE>
<CAPTION>
2000 1999
----------- -----------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents................................... $14,897,000 $ 8,557,000
Accounts receivable, net, (Notes 4 and 5)................... 27,163,000 29,995,000
Inventories, net (Note 6)................................... 10,368,000 8,245,000
Prepaid expenses and other current assets................... 1,256,000 1,333,000
Deferred income taxes (Note 10)............................. 4,749,000 5,207,000
----------- -----------
Total current assets.................................... 58,433,000 53,337,000
NOTES RECEIVABLE FROM RELATED PARTIES (Note 14)............. 753,000 74,000
PROPERTY AND EQUIPMENT, net (Note 7)........................ 3,079,000 4,103,000
DEFERRED INCOME TAXES (Note 10)............................. 4,510,000 3,820,000
OTHER LONG-TERM ASSETS...................................... 1,260,000 1,638,000
GOODWILL AND OTHER INTANGIBLE ASSETS, net (Note 2).......... 3,040,000 2,330,000
----------- -----------
TOTAL ASSETS................................................ $71,075,000 $65,302,000
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable............................................ $ 3,924,000 $ 8,879,000
Accrued wages and employee benefits......................... 3,903,000 1,990,000
Other accrued liabilities (Notes 8 and 16).................. 5,223,000 7,508,000
Current portion of capital leases (Note 11)................. 14,000 122,000
Deferred revenue............................................ 12,437,000 12,704,000
Income taxes payable (Note 10).............................. 1,309,000 918,000
----------- -----------
Total current liabilities............................... 26,810,000 32,121,000
LONG-TERM LIABILITIES
Capital leases, less current portion (Note 11).............. 34,000 180,000
Other long-term liabilities................................. 460,000 --
----------- -----------
Total liabilities........................................... 27,304,000 32,301,000
COMMITMENTS AND CONTINGENCIES (Note 11)
STOCKHOLDERS' EQUITY (Note 12):
Preferred stock, $0.0001 par value; 5,000,000 shares
authorized; no shares outstanding......................... -- --
Common stock, $0.0001 par value; 20,000,000 shares
authorized; 11,938,214 (2000) and 11,406,043 (1999) shares
issued and outstanding.................................... 1,000 1,000
Additional paid-in capital.................................. 21,791,000 18,886,000
Retained earnings........................................... 22,222,000 14,360,000
Note receivable from stockholder (Note 14).................. -- (300,000)
Accumulated other comprehensive income (loss)............... (243,000) 54,000
----------- -----------
Total stockholders' equity.............................. 43,771,000 33,001,000
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY.................. $71,075,000 $65,302,000
=========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
F-3
<PAGE>
PRINTRAK INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998
<TABLE>
<CAPTION>
2000 1999 1998
----------- ----------- ------------
<S> <C> <C> <C>
REVENUES (Note 5):
System................................................ $87,850,000 $71,195,000 $ 58,742,000
Maintenance........................................... 22,059,000 15,238,000 13,134,000
----------- ----------- ------------
Total revenues.................................... 109,909,000 86,433,000 71,876,000
COST OF REVENUES:
System................................................ 51,473,000 39,774,000 36,535,000
Maintenance........................................... 14,889,000 10,651,000 9,317,000
----------- ----------- ------------
Total cost of revenues............................ 66,362,000 50,425,000 45,852,000
GROSS PROFIT.......................................... 43,547,000 36,008,000 26,024,000
OPERATING EXPENSES:
Research, development and engineering................. 7,784,000 6,936,000 11,002,000
Selling, general and administrative................... 23,208,000 21,760,000 21,841,000
In-process research and development................... -- -- 5,900,000
Merger expenses (Note 3).............................. -- -- 874,000
Restructuring charges (Note 16)....................... -- -- 987,000
----------- ----------- ------------
Total operating expenses.......................... 30,992,000 28,696,000 40,604,000
INCOME (LOSS) FROM OPERATIONS......................... 12,555,000 7,312,000 (14,580,000)
OTHER INCOME (EXPENSE):
Foreign currency transaction loss..................... (219,000) (30,000) (136,000)
Interest expense...................................... (35,000) (540,000) (467,000)
Interest income....................................... 941,000 347,000 629,000
Other income.......................................... 66,000 67,000 159,000
----------- ----------- ------------
Total other income (expense), net................. 753,000 (156,000) 185,000
----------- ----------- ------------
INCOME (LOSS) BEFORE INCOME TAXES..................... 13,308,000 7,156,000 (14,395,000)
PROVISION (BENEFIT) FOR INCOME TAXES (Note 10)........ 5,446,000 (4,152,000) 95,000
----------- ----------- ------------
NET INCOME (LOSS)..................................... $ 7,862,000 $11,308,000 $(14,490,000)
=========== =========== ============
NET INCOME (LOSS) PER COMMON SHARE:
Basic............................................. $ 0.68 $ 1.00 $ (1.30)
=========== =========== ============
Diluted........................................... $ 0.64 $ 0.96 $ (1.30)
=========== =========== ============
WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic............................................. 11,625,000 11,338,000 11,151,000
=========== =========== ============
Diluted........................................... 12,250,000 11,781,000 11,151,000
=========== =========== ============
</TABLE>
See accompanying notes to consolidated financial statements.
F-4
<PAGE>
PRINTRAK INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE OPERATIONS
FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998
<TABLE>
<CAPTION>
2000 1999 1998
---------- ----------- ------------
<S> <C> <C> <C>
NET INCOME (LOSS)...................................... $7,862,000 $11,308,000 $(14,490,000)
---------- ----------- ------------
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments............. (297,000) 116,000 (14,000)
Unrealized (loss) on securities:
Unrealized holding (loss) arising during period.... -- (11,000) (35,000)
Less: Reclassification adjustment for losses
included in net income........................... -- 11,000 --
---------- ----------- ------------
OTHER COMPREHENSIVE INCOME (LOSS)...................... (297,000) 116,000 (49,000)
---------- ----------- ------------
COMPREHENSIVE INCOME (LOSS)............................ $7,565,000 $11,424,000 $(14,539,000)
========== =========== ============
</TABLE>
See accompanying notes to consolidated financial statements.
F-5
<PAGE>
PRINTRAK INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998
<TABLE>
<CAPTION>
COMMON STOCK NOTE ACCUMULATED
--------------------- ADDITIONAL RECEIVABLE OTHER TOTAL
NUMBER PAR PAID IN RETAINED FROM COMPREHENSIVE STOCKHOLDERS'
OF SHARES VALUE CAPITAL EARNINGS STOCKHOLDER INCOME(LOSS) EQUITY
---------- -------- ----------- ------------ ----------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE, April 1, 1997........ 11,075,202 $1,000 $16,756,000 $ 17,542,000 $(300,000) $ (2,000) $ 33,997,000
Exercise of common stock
options..................... 110,704 -- 385,000 -- -- -- 385,000
Issuance of common stock under
employee stock purchase
plan........................ 83,297 -- 601,000 -- -- -- 601,000
Issuance of warrants in
exchange for services....... -- -- 108,000 -- -- -- 108,000
Unrealized loss on short-term
investments................. -- -- -- -- -- (35,000) (35,000)
Foreign currency translation
adjustment.................. -- -- -- -- -- (14,000) (14,000)
Net loss...................... -- -- -- (14,490,000) -- -- (14,490,000)
---------- ------ ----------- ------------ --------- --------- ------------
BALANCE, March 31, 1998....... 11,269,203 1,000 17,850,000 3,052,000 (300,000) (51,000) 20,552,000
Exercise of common stock
options..................... 62,914 -- 190,000 -- -- -- 190,000
Issuance of common stock under
employee stock purchase
plan........................ 73,926 -- 377,000 -- -- -- 377,000
Tax benefit from stock option
exercises................... -- -- 469,000 -- -- -- 469,000
Unrealized loss on short term
investments................. -- -- -- -- -- (11,000) (11,000)
Foreign currency translation
adjustment.................. -- -- -- -- -- 116,000 116,000
Net income.................... -- -- -- 11,308,000 -- -- 11,308,000
---------- ------ ----------- ------------ --------- --------- ------------
BALANCE, March 31, 1999....... 11,406,043 1,000 18,886,000 14,360,000 (300,000) 54,000 33,001,000
Exercise of common stock
options..................... 522,587 -- 2,075,000 -- -- -- 2,075,000
Issuance of common stock under
employee stock purchase
plan........................ 48,584 -- 306,000 -- -- -- 306,000
Common stock repurchases...... (39,000) -- (294,000) -- -- -- (294,000)
Tax benefit from stock option
exercises................... -- -- 818,000 -- -- -- 818,000
Foreign currency translation
adjustment.................. -- -- -- -- -- (297,000) (297,000)
Loan repayment................ -- -- -- -- 300,000 -- 300,000
Net income.................... -- -- -- 7,862,000 -- -- 7,862,000
---------- ------ ----------- ------------ --------- --------- ------------
BALANCE, March 31, 2000....... 11,938,214 $1,000 $21,791,000 $ 22,222,000 $ -0- $(243,000) $ 43,771,000
========== ====== =========== ============ ========= ========= ============
</TABLE>
See accompanying notes to consolidated financial statements.
F-6
<PAGE>
PRINTRAK INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998
<TABLE>
<CAPTION>
2000 1999 1998
----------- ------------ ------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)........................................... $ 7,862,000 $ 11,308,000 $(14,490,000)
Adjustments to reconcile net income to net cash provided by
(used in) operating activities:
Depreciation and amortization............................. 3,028,000 3,446,000 3,631,000
Loss on disposal of assets................................ 10,000 59,000 845,000
Write-off of acquisition assets........................... 216,000 -- --
In process research and development....................... -- -- 5,900,000
Deferred taxes............................................ (232,000) (5,142,000) --
Changes in operating assets and liabilities, net of the
effect of acquisitions:
Accounts receivable, net................................ 4,623,000 (1,908,000) (1,028,000)
Inventories, net........................................ (2,123,000) (383,000) (1,859,000)
Prepaid expenses and other assets....................... 456,000 1,916,000 (1,942,000)
Accounts payable........................................ (4,953,000) 2,342,000 440,000
Accrued liabilities..................................... 100,000 (1,138,000) 5,071,000
Deferred revenue........................................ (258,000) 4,083,000 1,440,000
Income taxes payable.................................... 391,000 1,031,000 (253,000)
Other................................................... (965,000) 267,000 (1,309,000)
----------- ------------ ------------
Net cash provided by (used in) operating activities... 8,155,000 15,881,000 (3,554,000)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures........................................ (1,300,000) (1,680,000) (1,517,000)
Increase in other long-term and intangible assets........... (1,500,000) -- --
Cash paid for acquisitions, net of cash acquired............ (191,000) -- (9,609,000)
Proceeds from sale of property, plant and equipment......... 2,000 31,000 --
Sale and maturities of short term investments............... (3,000) 1,120,000 3,463,000
Notes receivable from related parties....................... (379,000) 484,000 (15,000)
----------- ------------ ------------
Net cash used in investing activities................. (3,371,000) (45,000) (7,678,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term debt................................ -- -- 46,176,000
Principal payments on long-term debt........................ (254,000) (11,714,000) (35,979,000)
Repurchase of common stock.................................. (294,000) -- --
Proceeds from common stock issuances........................ 2,381,000 567,000 986,000
----------- ------------ ------------
Net cash provided by (used in) financing activities... 1,833,000 (11,147,000) 11,183,000
EFFECT OF EXCHANGE RATE CHANGES ON CASH BALANCES............ (277,000) 105,000 (20,000)
----------- ------------ ------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS........ 6,340,000 4,794,000 (69,000)
CASH AND CASH EQUIVALENTS, beginning of year................ 8,557,000 3,763,000 3,832,000
----------- ------------ ------------
CASH AND CASH EQUIVALENTS, end of year...................... $14,897,000 $ 8,557,000 $ 3,763,000
=========== ============ ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION--
Cash paid during the year for:
Interest.................................................. $ 35,000 $ 540,000 $ 470,000
=========== ============ ============
Income taxes paid (received).............................. $ 4,396,000 $ (680,000) $ 828,000
=========== ============ ============
</TABLE>
F-7
<PAGE>
PRINTRAK INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998
NON-CASH FINANCING AND INVESTING ACTIVITIES:
During the year ended March 31, 2000, the Company entered into capital lease
agreements for equipment amounting to $24,000.
During the years ended March 31, 2000, 1999 and 1998, the Company capitalized
$27,000, $367,000 and $1,104,000 respectively, of equipment and materials,
previously classified as inventory, into fixed assets.
During the year ended March 31, 2000, the Company recorded a deferred tax
benefit of $818,000, related to disqualifying dispositions of stock options
exercised, as an increase to additional paid in capital.
During the year ended March 31, 1999, the Company recorded a deferred tax
benefit of $469,000, related to disqualifying dispositions of stock options
exercised, as an increase to additional paid in capital.
During the year ended March 31, 1998, the Company issued warrants to purchase
20,000 shares of stock in exchange for services received from a vendor valued at
$108,000.
Detail of businesses acquired in purchase transactions during the year ended
March 31, 2000:
<TABLE>
<S> <C>
Fair value of assets acquired............................... $ 1,954,000
Liabilities assumed......................................... (1,763,000)
-----------
Cash paid for acquisitions, net of cash acquired............ $ 191,000
===========
</TABLE>
Detail of businesses acquired in purchase transactions during the year ended
March 31, 1998:
<TABLE>
<S> <C>
Purchased in-process research and development............... $ 5,900,000
Fair value of assets acquired............................... 10,645,000
Liabilities assumed......................................... (6,936,000)
-----------
Cash paid for acquisitions, net of cash acquired............ $ 9,609,000
===========
</TABLE>
See accompanying notes to consolidated financial statements.
F-8
<PAGE>
PRINTRAK INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998
1. DESCRIPTION OF THE BUSINESS
Printrak-Registered Trademark- International Inc. ("the Company") is a
global supplier of enterprise software and related services for information
management and decision support that facilitates community safety and security.
The Company's suite of networked applications provides comprehensive management
of government records for rapid access and analysis of critical and
time-sensitive public information. The systems operate by gathering, validating,
warehousing, mining and distributing mission critical data to government
agencies and businesses using private networks, the Internet or wireless
services. Printrak-Registered Trademark- technology also provides the positive
identification infrastructure necessary to reduce fraud and enhance data
exchange. The Company's system serves more than 1,000 national, state, county
and municipal agencies in 36 countries.
The Company primarily markets its products to national, regional and local
law enforcement agencies around the world. The Company's prospective customers
are subject to public agency contract requirements which vary from jurisdiction
to jurisdiction. Public agency contracts typically contain provisions that
permit cancellation in the event that funds are unavailable to the public
agency. Historically, the Company has had no significant contract cancellations
due to fiscal funding clauses.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION--The accompanying consolidated financial statements
have been prepared in accordance with accounting principles generally accepted
in the United States of America.
PRINCIPLES OF CONSOLIDATION--The consolidated financial statements include
the accounts of Printrak International Inc. and its wholly-owned subsidiaries,
Printrak GMBH, Printrak International Pty Ltd, Printrak Limited and Printrak
Argentina. All significant intercompany balances and transactions have been
eliminated.
REVENUE RECOGNITION--The Company accounts for system revenue pursuant to SOP
81-1, LONG TERM CONSTRUCTION CONTRACTS or SOP 97-2, SOFTWARE REVENUE
RECOGNITION, as applicable.
Pursuant to SOP 81-1, the Company recognizes revenue on contracts under the
percentage of completion method, principally based on output measures such as
contract milestones or units shipped. Revenues and costs recognized pursuant to
SOP 81-1 on contracts in progress are subject to managements estimates. Actual
results could differ from those estimates. For contracts that do not require
significant customization, the Company recognizes revenue under SOP 97-2 whereby
revenue is allocated to various elements of the contract if certain conditions
are met. Revenue from maintenance service agreements is recognized on a
straight-line basis over the period of the contract. Cash payments for system
sales or maintenance received in advance of revenue recognition are classified
as deferred revenue.
FOREIGN CURRENCY--The financial position and results of operations of the
Company's foreign subsidiaries are measured using the local currency as the
functional currency. Assets and liabilities of these subsidiaries are translated
at the exchange rate in effect at each year-end. Income statement accounts are
translated at the average rate of exchange prevailing during the year.
Translation adjustments arising from differences in exchange rates from period
to period are included in the accumulated other comprehensive income (loss).
Realized gains or losses from foreign currency transactions are included in
operations as incurred.
CASH EQUIVALENTS--Cash equivalents are deemed to be highly-liquid
investments with an original maturity of three months or less.
F-9
<PAGE>
PRINTRAK INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INVENTORIES--Inventories are stated at the lower of cost or market, with
cost being determined on a first-in, first-out (FIFO) basis.
PROPERTY AND EQUIPMENT--Property and equipment are stated at cost.
Depreciation is computed using the straight-line method over the estimated
useful lives of the assets which range from three to five years. Leasehold
improvements are amortized over the shorter of the lease term or the useful
lives of the related assets. Maintenance, repairs and minor renewals are charged
to expense, as incurred. Additions and improvements are capitalized.
LONG-LIVED ASSETS--The Company accounts for the impairment and disposition
of long-lived assets in accordance with SFAS No. 121, ACCOUNTING FOR THE
IMPAIRMENT OF LONG-LIVED ASSETS AND FOR LONG-LIVED ASSETS TO BE DISPOSED OF.
Long-lived assets to be held for use are reviewed for events or changes in
circumstances which indicate that their carrying value may not be recoverable.
The Company periodically reviews the carrying value of long-lived assets to
determine whether or not an impairment to such value has occurred and has
determined that there was no impairment at March 31, 2000.
GOODWILL AND OTHER INTANGIBLES--Goodwill represents the excess purchase cost
over the net assets of acquired businesses and is amortized over lives ranging
from 3 to 10 years using the straight-line method. Other intangible assets
include acquired workforce and acquired technology assets which are being
amortized using the straight-line method over 36 and 42 months, respectively.
Accumulated amortization on goodwill and other intangible assets amounted to
$1,412,000 and $622,000 as of March 31, 2000 and 1999, respectively. The Company
periodically evaluates the recoverability of goodwill based on estimated future
discounted cash flows and evaluates the recoverability of other intangible
assets based on the requirements of SFAS No. 121. The Company has determined
that there was no impairment of goodwill and other intangibles as of March 31,
2000.
INCOME TAXES--The Company accounts for income taxes under SFAS No. 109,
ACCOUNTING FOR INCOME TAXES which provides that deferred income taxes are
recognized for the tax consequences in future years for temporary differences
between the tax bases of assets and liabilities and their financial reporting
amounts at each year-end based on enacted tax laws and statutory rates
applicable to the periods in which the temporary differences are expected to
affect taxable income. Valuation allowances are established when necessary to
reduce deferred tax assets to the amount expected to be realized.
SOFTWARE DEVELOPMENT COSTS--Development costs incurred in the research,
development and engineering of new software products and enhancements to
existing software products are expensed as incurred until technological
feasibility has been established. For the years ended March 31, 2000, 1999 and
1998 software development was substantially completed concurrent with the
establishment of technological feasibility due to the nature of the development
effort and, accordingly, no costs were capitalized. The Company considers
technological feasibility to be established when all planning, designing, coding
and testing has been completed according to design specifications. After
technological feasibility is established, any additional costs would be
capitalized in accordance with SFAS No. 86, ACCOUNTING FOR COSTS OF COMPUTER
SOFTWARE TO BE SOLD, LEASED OR OTHERWISE MARKETED.
RESEARCH, DEVELOPMENT AND ENGINEERING--Research, development and engineering
costs are expensed as incurred. Research, development and engineering includes
costs for the development of new products and prototype units. The Company also
incurs engineering costs associated with modifications to its system, testing of
such systems and the integration of equipment to comply with customer
requirements.
F-10
<PAGE>
PRINTRAK INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Management believes that system modifications can generally be utilized by other
customers and accordingly, have combined such costs with research, development
and engineering. Any customized modification for a customer contract is charged
to cost of sales as management believes these costs are specific to a customer's
workflow requirements.
ACCOUNTING FOR STOCK-BASED COMPENSATION--The Company accounts for
stock-based awards to employees using the intrinsic value method in accordance
with Accounting Principles Board (APB) Opinion No. 25, ACCOUNTING FOR STOCK
ISSUED TO EMPLOYEES (Note 12).
USE OF ESTIMATES--The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
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
revenues and expenses during the reporting period. Actual results could differ
from those estimates.
NET INCOME (LOSS) PER SHARE--Pursuant to SFAS No. 128, EARNINGS PER SHARE,
the Company provides dual presentation of "Basic" and "Diluted" earnings (loss)
per share (EPS).
Basic EPS excludes dilution from potential common shares and is computed by
dividing income available to common stockholders by the weighted average number
of common shares outstanding for the period. Diluted EPS reflects the dilution
from potential common shares using the average stock price during the period as
part of the computation. Potential common shares are excluded from the
calculation of diluted EPS in loss years, as the impact is antidilutive.
The number of shares used in computing EPS is as follows for the years ended
March 31:
<TABLE>
<CAPTION>
2000 1999 1998
---------- ---------- ----------
<S> <C> <C> <C>
Weighted average shares
outstanding--basic..................... 11,625,000 11,338,000 11,151,000
Common stock equivalents................. 625,000 443,000 --
---------- ---------- ----------
Weighted average shares
outstanding--diluted................... 12,250,000 11,781,000 11,151,000
========== ========== ==========
</TABLE>
COMPREHENSIVE INCOME (LOSS)--Pursuant to SFAS No. 130, REPORTING
COMPREHENSIVE INCOME, the Company has included Consolidated Statements of
Comprehensive Operations for the years ended March 31, 2000, 1999 and 1998.
SUPPLIER CONCENTRATION--Certain of the Company's major assemblies are
purchased from a single vendor as this promotes higher quality, prompt delivery
and aids cost savings. The Company is dependent upon the ability of vendors to
deliver these items in accordance with the Company's specifications and delivery
schedules. The failure of these suppliers to deliver on schedule could delay or
interrupt the Company's delivery of products and thereby adversely affect the
Company's operating results.
SEGMENT REPORTING--In June 1997, the Financial Accounting Standards Board
(FASB) issued SFAS No. 131, DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE AND
RELATED INFORMATION. This statement establishes standards for reporting
information about operating segments in annual financial statements. It also
establishes standards for related disclosure about products and services,
geographic areas and major customers (Note 5).
F-11
<PAGE>
PRINTRAK INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
RECENT ACCOUNTING PRONOUNCEMENTS--In June 1998, the FASB issued SFAS
No. 133, ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES which the
Company is required to adopt effective in its fiscal year 2002. SFAS No. 133
will require the Company to record all derivatives on the balance sheet at fair
value. The Company does not currently engage in hedging activities or hold any
derivative instruments, but will continue to evaluate the effects of adopting
SFAS 133.
RECLASSIFICATIONS--Certain amounts in the accompanying consolidated
financial statements have been reclassified to conform to the March 31, 2000
presentation.
3. ACQUISITIONS
On May 7, 1997, the Company 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, 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 were converted into an
aggregate of 1,399,494 shares of Printrak common stock. Additionally, all the
outstanding options to purchase shares of TFP common stock were converted into
options to purchase 116,496 shares of Printrak common stock. The terms of the
merger agreements were the result of arm's length negotiations among the
parties. The transaction was accounted for under the pooling of interests method
of accounting.
Merger expenses incurred to consummate the TFP transaction totaled $874,000,
consisting of investment banking fees, accounting fees, legal fees, financial
printing fees, stock transfer fees and certain other transaction costs, all of
which are included in the accompanying consolidated statement of operations for
the year ended March 31, 1998.
On July 21, 1997, the Company acquired a business unit of SCC Communications
Corp. (SCC) located in Boulder, Colorado, in a transaction accounted for under
the purchase method of accounting. As a result of the acquisition, the business
unit operates as a division of the Company (the Boulder Division) and its
operating results have been included in the Company's consolidated statement of
operations from the date of acquisition. The Boulder Division provides
computer-aided dispatch systems and records management systems for law
enforcement, fire and emergency medical services agencies. The total purchase
price for the transaction was $697,000, which was allocated to $4,253,000 of
acquired identified assets, $1,966,000 of goodwill, and ($5,522,000) of assumed
liabilities. The pro forma impact of the SCC acquisition in fiscal 1997 and 1998
was not significant.
On September 9, 1997, the Company acquired the outstanding shares of SunRise
Imaging (SunRise), a California corporation, in a transaction accounted for
under the purchase method of accounting. As a result of the acquisition, SunRise
became a wholly owned subsidiary of the Company and its operating results have
been included in the Company's consolidated statement of operations from the
date of acquisition. SunRise develops and manufactures automated systems, which
digitize microfilm and microfiche records. The total purchase price for the
transaction was $10,175,000, which was allocated to $5,002,000 of acquired
identified assets, $5,900,000 of acquired in-process research and development,
$687,000 of goodwill, and ($1,414,000) of assumed liabilities. As of the
acquisition date, the technological
F-12
<PAGE>
PRINTRAK INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998
3. ACQUISITIONS (CONTINUED)
feasibility of the acquired in-process research and development had not been
established and, accordingly, the allocated value was charged to operations
during the year ended March 31, 1998.
The consolidated results of operations on a pro forma basis as though the
SunRise acquisition had been consummated on April 1, 1996 and 1997 are as
follows:
<TABLE>
<CAPTION>
YEAR ENDED MARCH 31,
-------------------------
1998 1997
----------- -----------
<S> <C> <C>
Total revenues..................................... $77,871,000 $63,123,000
Net income (loss).................................. $(3,755,000) $ 5,530,000
Net income (loss) per common share
Basic............................................ $ (0.34) $ 0.53
Diluted.......................................... $ (0.34) $ 0.50
</TABLE>
The pro forma information is not necessarily indicative of the results of
operations that would have occurred nor of future results of the combined
enterprise.
On March 17, 2000, the Company's United Kingdom subsidiary, Printrak
International Limited, acquired the assets of the Emergency Services Group, a
division of BAE Systems, formerly British Aerospace in a transaction accounted
for under the purchase method of accounting. As a result of the acquisition, the
business unit operates as part of the Company's United Kingdom subsidiary,
Printrak International Limited, and its operating results have been included in
the Company's consolidated statement of operations from the date of acquisition.
The Emergency Services Group, based in Christchurch, England, develops and
markets computer aided dispatch (CAD) systems for fire and police emergency
service units, and is the leading provider of such systems in the U.K. The total
purchase price for the transaction was L120,000 ($191,000), which was allocated
to L1,228,000 ($1,954,000) of acquired identified assets and L1,108,000
($1,763,000) of liabilities.
4. ACCOUNTS RECEIVABLE
Accounts receivable consist of the following at March 31:
<TABLE>
<CAPTION>
2000 1999
----------- -----------
<S> <C> <C>
Billed receivables................................. $22,907,000 $22,626,000
Unbilled receivables............................... 4,590,000 7,996,000
----------- -----------
27,497,000 30,622,000
Less allowance for doubtful accounts............... (334,000) (627,000)
----------- -----------
$27,163,000 $29,995,000
=========== ===========
</TABLE>
Unbilled receivables consist of system and maintenance revenues which have
been earned but not invoiced because of contractual terms of the underlying
agreements.
F-13
<PAGE>
PRINTRAK INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998
5. CONCENTRATIONS OF REVENUE, CREDIT RISK AND OPERATING SEGMENT
MAJOR CUSTOMERS--The Company's revenues are generated from credit sales to
customers primarily in the public safety market. The Company performs credit
evaluations of its commercial customers, maintains reserves for potential credit
losses and generally does not require collateral. However, the majority of the
customers are government agencies, which do not represent significant credit
risk.
Major customers have varied from year to year but a significant portion of
the Company's revenue has historically consisted of large orders from a limited
number of customers. No individual customer exceeded 10% of total revenues in
fiscal years 1998 or 1999 but in fiscal year 2000 sales to an individual
customer totaled $14,818,000. Given the significant amount of revenues derived
from such customers in any given year, the uncollectibility of related
receivables or a decrease in the number of large orders received could have a
material adverse effect on the Company's financial position and results of
operations.
International sales are subject to inherent risks, including unexpected
changes in regulatory requirements, tariffs and other barriers, fluctuating
exchange rates, difficulties in staffing and managing foreign sales and support
operations, greater working capital requirements, political and economic
instability, and potentially limited intellectual property protection.
Operating segments are defined as components of an enterprise about which
separate financial information is available that is evaluated regularly by the
Company's chief operating decision maker, or decision making group, in deciding
how to allocate resources and in assessing performance. The Company operates in
only one segment which entails the design, manufacture and sale of integrated
identification and information systems for public safety and civil applications.
The Company's products include Automated Fingerprint Identification Systems
(AFIS), Computer Aided Dispatch Systems/Record Management Systems (CAD/RMS),
Digitalization Systems and Digital Photo Mugshot Systems. Revenues by product
line for the years ended March 31, 2000, 1999 and 1998 were as follows:
<TABLE>
<CAPTION>
2000 1999 1998
------------ ----------- -----------
<S> <C> <C> <C>
AFIS................................. $ 68,420,000 $58,456,000 $49,559,000
CAD/RMS.............................. 28,940,000 14,410,000 8,186,000
Digitalization....................... 5,913,000 7,445,000 3,878,000
Mugshot.............................. 6,636,000 6,122,000 10,253,000
------------ ----------- -----------
Total Revenues..................... $109,909,000 $86,433,000 $71,876,000
============ =========== ===========
</TABLE>
F-14
<PAGE>
PRINTRAK INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998
5. CONCENTRATIONS OF REVENUE, CREDIT RISK AND OPERATING SEGMENT (CONTINUED)
INTERNATIONAL SALES--A substantial portion of the Company's total revenues
are derived from international sales. Revenues by geographical are for the years
ended March 31, 2000, 1999 and 1998 were as follows:
<TABLE>
<CAPTION>
GEOGRAPHIC AREA 2000 1999 1998
--------------- ------------ ----------- -----------
<S> <C> <C> <C>
United States........................ $ 73,082,000 $57,046,000 $54,338,000
Europe............................... 15,200,000 11,236,000 8,553,000
Argentina............................ 14,861,000 5,674,000 --
Canada............................... 2,499,000 9,076,000 1,078,000
Other International.................. 4,267,000 3,401,000 7,907,000
------------ ----------- -----------
$109,909,000 $86,433,000 $71,876,000
============ =========== ===========
</TABLE>
The majority of the Company's assets are located in the United States.
6. INVENTORIES
Inventories consist of the following at March 31:
<TABLE>
<CAPTION>
2000 1999
----------- ----------
<S> <C> <C>
Raw materials....................................... $ 5,693,000 $4,678,000
Work in process..................................... 6,065,000 4,114,000
----------- ----------
11,758,000 8,792,000
Less allowance for excess and obsolete
inventories....................................... (1,390,000) (547,000)
----------- ----------
$10,368,000 $8,245,000
=========== ==========
</TABLE>
7. PROPERTY AND EQUIPMENT
Property and equipment consist of the following at March 31:
<TABLE>
<CAPTION>
2000 1999
------------ -----------
<S> <C> <C>
Building and improvements......................... $ 1,059,000 $ 642,000
Computer equipment................................ 9,294,000 8,643,000
Purchased software................................ 1,023,000 1,130,000
Other equipment and furniture..................... 2,133,000 2,155,000
------------ -----------
13,509,000 12,570,000
Less accumulated depreciation and amortization.... (10,430,000) (8,467,000)
------------ -----------
$ 3,079,000 $ 4,103,000
============ ===========
</TABLE>
Assets under capital lease were $72,000 and $858,000 as of March 31, 2000
and 1999, respectively. Accumulated amortization on such leased equipment
amounted to $28,000 and $563,000, respectively (Note 11).
F-15
<PAGE>
PRINTRAK INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998
8. OTHER ACCRUED LIABILITIES
Other accrued liabilities consist of the following at March 31:
<TABLE>
<CAPTION>
2000 1999
---------- ----------
<S> <C> <C>
Warranty............................................. $1,578,000 $3,578,000
Sales commissions.................................... -- 1,128,000
Sales and foreign taxes.............................. 393,000 713,000
Professional fees.................................... 298,000 275,000
Restructuring........................................ -- 452,000
Other................................................ 2,954,000 1,362,000
---------- ----------
$5,223,000 $7,508,000
========== ==========
</TABLE>
9. LINE OF CREDIT
The Company negotiated a new $25.0 million revolving credit line facility
which expires December 31, 2000. The revolving line of credit agreement contains
certain restrictive covenants which restrict our ability to pay dividends and
requires the Company to maintain minimum tangible net worth and certain other
financial ratios. The Company was in compliance with these covenants as of
March 31, 2000. If the Company were in a borrowing position, the debt would be
subject to the bank's reference rate and LIBOR as outlined in the terms of the
Revolving Note Agreement. At March 31, 2000, there were no amounts outstanding
under the line of credit.
10. INCOME TAXES
The Company's provision (benefit) for income taxes consists of the following
for the years ended March 31:
<TABLE>
<CAPTION>
2000 1999 1998
---------- ----------- ---------
<S> <C> <C> <C>
Current:
Federal................................ $4,662,000 $ 414,000 $(236,000)
State.................................. 884,000 193,000 51,000
Foreign................................ 132,000 (86,000) 280,000
---------- ----------- ---------
Total current........................ 5,678,000 521,000 95,000
---------- ----------- ---------
Deferred:
Federal................................ (634,000) 2,050,000 --
State.................................. 520,000 (465,000) --
Foreign................................ (118,000) (103,000) --
Change in valuation allowance.......... -- (6,155,000) --
---------- ----------- ---------
Total deferred....................... (232,000) (4,673,000) --
---------- ----------- ---------
Total provision (benefit)................ $5,446,000 $(4,152,000) $ 95,000
========== =========== =========
</TABLE>
The net deferred tax assets at March 31, 1998 were offset by a valuation
allowance of $6,155,000. During the year ended March 31, 1999, the future
realization of the net deferred tax assets was determined
F-16
<PAGE>
PRINTRAK INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998
10. INCOME TAXES (CONTINUED)
by management to be more likely than not based on current and projected future
taxable income and, accordingly, the valuation allowance of $6,155,000 was
reversed.
The effective tax rate varies from the statutory U.S. federal income tax
rate for the years ended March 31 principally due to the following:
<TABLE>
<CAPTION>
2000 1999 1998
-------- -------- --------
<S> <C> <C> <C>
U.S. federal statutory rate............................ 35.0% 35.0% (35.0)
State taxes net of federal benefit..................... 3.5 4.2 (1.7)
Previously unbenefitted state NOLs and R&D credits..... -- (10.1) --
Foreign income taxes................................... 4.2 (2.2) (0.1)
Increase (decrease) in valuation allowance............. -- (86.0) 22.2
In-process research and development.................... -- -- 14.3
Goodwill and other intangibles......................... 0.6 1.4 1.3
Effective change in the statutory rate................. (1.7) -- --
Other.................................................. (0.7) (0.3) (0.3)
---- ----- -----
Effective tax rate..................................... 40.9% (58.0)% 0.7
==== ===== =====
</TABLE>
The Company has provided for U.S. federal income tax on the earnings of its
UK and Australian subsidiaries to allow for the repatriation of the Company's
earnings. The Company has not provided for U.S. federal income tax on the
earnings of its subsidiaries in Germany and Argentina because it is currently
anticipated that these earnings will be permanently reinvested. If these
earnings are distributed, foreign tax credits may become available under U.S.
law to reduce the effect on the Company's overall tax liability.
Income (loss) before income taxes was comprised of the following for the
years ended March 31:
<TABLE>
<CAPTION>
2000 1999 1998
----------- ---------- ------------
<S> <C> <C> <C>
Income (loss) before provision for
income taxes:
Domestic............................. $13,712,000 $7,360,000 $(15,041,000)
Foreign.............................. (404,000) (204,000) 646,000
----------- ---------- ------------
$13,308,000 $7,156,000 $(14,395,000)
=========== ========== ============
</TABLE>
F-17
<PAGE>
PRINTRAK INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998
10. INCOME TAXES (CONTINUED)
Deferred tax assets consist primarily of the following temporary differences
at March 31:
<TABLE>
<CAPTION>
2000 1999
---------- ----------
<S> <C> <C>
Net operating loss carryforwards..................... $2,239,000 $2,260,000
Intangible asset basis............................... 689,000 824,000
Deferred revenue..................................... 2,330,000 1,534,000
Valuation allowances................................. 1,890,000 2,702,000
Employee benefits.................................... 526,000 426,000
Depreciation......................................... 1,158,000 800,000
Other................................................ 427,000 481,000
---------- ----------
Total deferred assets................................ $9,259,000 $9,027,000
========== ==========
</TABLE>
At March 31, 2000, the Company had net operating loss carryforwards of
approximately $5,765,000 for federal income tax purposes which begin to expire
in 2003. As a result of an equity ownership change in a prior year, the use of
certain of the federal net operating loss carryforwards is subject to
limitations.
11. COMMITMENTS AND CONTINGENCIES
COMMITMENTS--The Company is obligated under noncancelable capital and
operating leases for its principal operating facility and certain furniture and
office equipment. The Company incurred $2,364,000, $1,118,000 and $958,000 in
rent expense during the years ended March 31, 2000, 1999 and 1998, respectively.
During the year ended March 31, 1998, $773,000 of rent expense was to a related
party.
Future minimum lease commitments at March 31, 2000 under noncancelable
leases that have initial or remaining terms in excess of one year are as
follows:
<TABLE>
<CAPTION>
CAPITAL OPERATING
LEASES LEASES
-------- ----------
<S> <C> <C>
Year ending March 31:
2001................................................. $19,000 $1,976,000
2002................................................. 19,000 2,024,000
2003................................................. 10,000 1,713,000
2004................................................. 6,000 1,290,000
2005................................................. 3,000 551,000
Thereafter........................................... -- 507,000
------- ----------
Total minimum payments required........................ 57,000 $8,061,000
==========
Less amount representing interest...................... (9,000)
-------
Capital lease obligations.............................. 48,000
Less current portion of capital lease obligations...... (14,000)
-------
$34,000
=======
</TABLE>
F-18
<PAGE>
PRINTRAK INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998
11. COMMITMENTS AND CONTINGENCIES (CONTINUED)
Certain of the Company's customers require the Company to be bonded to
ensure performance under certain contracts or to guarantee outstanding bids. At
March 31, 2000, the Company had outstanding performance bonds ensuring
performance under various contracts which totaled $26,722,218.
LITIGATION--From time to time, the Company may be involved in litigation
relating to claims arising in the ordinary course of business. As of March 31,
2000, the Company is not a party to any legal proceeding that, in management's
opinion, individually or in aggregate, could have a material adverse effect on
the Company's results of operations or financial condition.
12. COMMON STOCK BENEFIT PLANS
EXECUTIVE STOCK OPTION PLAN--The Company adopted the Executive Stock Option
Plan (the Executive Plan) in May 1992, which provides for the granting of
incentive stock options and nonstatutory options to purchase shares of the
Company's common stock and restricted stock grants covering an aggregate of
800,000 shares of the Company's common stock. As of March 31, 2000, there were
options outstanding to purchase 386,612 shares under the Executive Plan at a
weighted average exercise price of $5.60 per share.
1994 STOCK OPTION PLAN--The Company adopted the 1994 Stock Option Plan (the
1994 Plan) in December 1993. The 1994 Plan provides for the granting of
incentive stock options and nonstatutory options to purchase shares of the
Company's common stock and restricted stock grants covering an aggregate of
744,000 shares of the Company's common stock. As of March 31, 2000, there were
options outstanding to purchase 325,574 shares under the 1994 Plan at a weighted
average exercise price of $4.47 per share.
1996 STOCK INCENTIVE PLAN--The Company adopted the 1996 Stock Incentive Plan
(the 1996 Plan) in April 1996. The 1996 Plan provides for the granting of
incentive stock options and nonstatutory options. The 1996 Plan provides for
options to purchase shares of the Company's common stock and restricted stock
grants covering an aggregate of 2,000,000 shares of the Company's common stock.
As of March 31, 2000, there were options outstanding to purchase 864,705 shares
under the 1996 Plan at a weighted average exercise price of $5.92 per share.
TFP STOCK INCENTIVE PLAN--TFP adopted a stock option plan in August 1994. In
conjunction with the acquisition of TFP, the outstanding options were converted
into the right to acquire 116,496 shares of common stock of Printrak. As of
March 31, 2000, there were options outstanding to purchase 28,364 shares under
the Plan at a weighted average exercise price of $2.76 per share.
The exercise price of incentive stock options under the above Plans must at
least be equal to the fair market value of a share of common stock on the date
the option is granted (110% with respect to optionees who own at least 10% of
the outstanding common stock). Nonstatutory options shall have an exercise price
of not less than 85% of the fair market value of a share of common stock on the
date such option is granted (110% with respect to optionees who own at least 10%
of the outstanding common stock). The options must expire no later than ten
years from the date of grant (five years with respect to optionees who own at
least 10% of the outstanding common stock). Vesting is generally 20% at the end
of the first year with the remaining vesting over four years on a pro rata
basis. As of March 31, 2000, options to purchase 1,143,885 shares were available
for future grant under these Plans.
F-19
<PAGE>
PRINTRAK INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998
12. COMMON STOCK BENEFIT PLANS (CONTINUED)
The following is a summary of stock option activity:
<TABLE>
<CAPTION>
WEIGHTED
AVERAGE
WEIGHTED NUMBER OF OPTIONS EXERCISE PRICE
NUMBER OF AVERAGE EXERCISABLE AS OF AS OF FISCAL
SHARES EXERCISE PRICE FISCAL YEAR END YEAR END
---------- -------------- ----------------- --------------
<S> <C> <C> <C> <C>
BALANCE, April 1, 1997................. 1,291,500 $ 6.06
Granted (weighted average fair value
of $9.57).......................... 874,800 $10.52
Exercised............................ (110,704) $ 3.47
Canceled............................. (189,824) $11.35
----------
BALANCE, March 31, 1998................ 1,865,772 $ 7.72 828,250 $5.23
Granted (weighted average fair value
of $4.95).......................... 1,801,800 $ 5.76
Exercised............................ (62,914) $ 3.03
Canceled............................. (1,445,939) $ 9.68
----------
BALANCE, March 31, 1999................ 2,158,719 $ 5.01 1,003,822 $4.19
Granted (weighted average fair value
of $6.99).......................... 287,000 $ 6.98
Exercised............................ (522,587) $ 3.97
Canceled............................. (317,877) $ 5.63
----------
BALANCE, March 31, 2000................ 1,605,255 $ 5.49 895,269 $4.95
==========
</TABLE>
Stock options outstanding at March 31, 2000 are summarized as follows:
<TABLE>
<CAPTION>
OPTIONS OUTSTANDING
----------------------------------------- OPTIONS EXERCISABLE
WEIGHTED WEIGHTED ----------------------------
AVERAGE AVERAGE WEIGHTED
RANGE OF EXERCISE NUMBER REMAINING EXERCISE NUMBER AVERAGE
PRICES OUTSTANDING CONTRACTUAL LIFE PRICE EXERCISABLE EXERCISE PRICE
----------------- ----------- ---------------- -------- ----------- --------------
<S> <C> <C> <C> <C> <C>
$2.46-$2.50 207,356 3.34 $ 2.50 207,356 $2.50
$2.96-$4.94 122,878 7.41 4.15 63,424 3.79
$5.25-$6.94 1,103,021 7.42 5.76 579,089 5.73
$7.00-$9.50 138,000 7.96 7.64 43,900 7.83
$10.38-$12.06 34,000 9.41 11.05 1,500 11.75
--------- ---------
$2.46-$12.06 1,605,255 895,269
========= =========
</TABLE>
On May 26, 1998, the Board of Directors approved a program for the
cancellation and regrant of 452,000 options whereby the existing options of six
executives with exercise prices ranging from $9.88 to $18.75 per share would be
canceled and regranted at the fair market value of $6.94 per share. On July 13,
1998, the Board of Directors approved a program for the cancellation and regrant
of 654,047 options whereby all other options, held by remaining employees with
exercise prices ranging from $6.25 to $12.50
F-20
<PAGE>
PRINTRAK INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998
12. COMMON STOCK BENEFIT PLANS (CONTINUED)
per share would be canceled and regranted for options priced at the fair market
value of $5.25 per share. The vesting period for the repriced shares remained
unchanged in both cases.
EMPLOYEE STOCK PURCHASE PLAN--The Company adopted the Employee Stock
Purchase Plan (the Purchase Plan) in April 1996, covering an aggregate of
100,000 shares of common stock. The number of shares available for purchase was
increased to 350,000 during fiscal 1998. Employees are eligible to participate
if they are employed by the Company for at least 30 hours per week and if they
have been employed by the Company for at least one year. The Purchase Plan
permits eligible employees to purchase common stock through payroll deductions
which may not exceed 15% of an employee's compensation or a specified number of
shares. The price of stock purchased under the Purchase Plan is equal to 85% of
the lower of the fair market value of the common stock at the beginning or end
of each six month offer period. The Purchase Plan will terminate on
December 31, 2006.
Activity under the Purchase Plan is summarized as follows:
<TABLE>
<CAPTION>
FISCAL SHARES WEIGHTED AVERAGE WEIGHTED AVERAGE
YEAR ISSUED PRICE PER SHARE FAIR VALUE PER SHARE
------ -------- ---------------- --------------------
<S> <C> <C> <C>
1998 83,297 $7.21 $11.62
1999 73,926 $5.10 $ 6.41
2000 48,584 $6.30 $ 6.40
</TABLE>
At March 31, 2000, 64,629 shares were reserved for future issuances under
the Purchase Plan.
ADDITIONAL INFORMATION (SFAS NO. 123)
As discussed in Note 1, the Company accounts for its stock-based awards
using the intrinsic value method in accordance with APB Opinion No. 25,
ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES, and its related interpretations. No
compensation expense has been recognized in the financial statements for
employee stock arrangements, as all grants have been at exercise prices equal to
or greater than the market value of the underlying shares at the date of grant.
SFAS No. 123, ACCOUNTING FOR STOCK-BASED COMPENSATION, requires the
disclosure of pro forma net income and earnings per share had the Company
adopted the fair value method as of the beginning of fiscal 1996. Under SFAS
No. 123, the fair value of stock-based awards to employees is calculated through
the use of option pricing models, even though such models were developed to
estimate the fair value of freely tradable, fully transferable options without
vesting restrictions which significantly differ from the Company's stock option
awards. These models also require subjective assumptions, including future stock
price volatility and expected time to exercise which greatly affect the
calculated values.
The Company's calculations were made using the Black-Scholes option pricing
model with the following weighted average assumptions: expected life 4.5 years;
stock volatility--66% in 2000, 80% in 1999, and 63% in 1998; risk free interest
rates--5.5% in 2000, 5.4% in 1999, and 6.0% in 1998 and no dividends during the
expected term. The Company's calculations are based on a single option approach
and forfeitures are recognized as they occur.
F-21
<PAGE>
PRINTRAK INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998
12. COMMON STOCK BENEFIT PLANS (CONTINUED)
Had compensation cost been determined under all of the Company's plans using
the provisions of SFAS No. 123, the Company's net income (loss) and income
(loss) per share would have been reduced (increased) to the pro forma amounts
indicated below:
<TABLE>
<CAPTION>
2000 1999 1998
---------- ------------ ------------
<S> <C> <C> <C> <C>
Net income (loss): As reported $7,862,000 $ 11,308,000 $(14,490,000)
Pro forma $6,567,000 $ 7,938,000 $(16,541,000)
Income (loss) per share:
Basic: As reported $ 0.68 $ 1.00 $ (1.30)
Pro forma $ 0.56 $ 0.70 $ (1.48)
Diluted: As reported $ 0.64 $ 0.96 $ (1.30)
Pro forma $ 0.54 $ 0.67 $ (1.48)
</TABLE>
13. EMPLOYEE BENEFIT PLANS
The Company's 401(k) Savings Plan (the Savings Plan) covers domestic
full-time employees with 90 days of consecutive service. In May 1997, the Board
approved a resolution to match employee contributions. Employee deferrals during
fiscal year 1998 were eligible for a matching contribution equal to fifty
percent (50%) of the employee's salary deferral, not to exceed 4% of the
employee's annual salary. Matching contributions vest over a period of four
years of service. The aggregate expense related to the contributions was
$398,000, $329,000 and $270,000 in 2000, 1999 and 1998, respectively.
14. RELATED-PARTY TRANSACTIONS
From time to time, the Company has made loans to Richard M. Giles, its
Chairman, President and Chief Executive Officer, which have been evidenced by
promissory notes. On April 14, 1999 the Company extended a loan for $600,000 to
Mr. Giles 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. On October 15, 1999 the Company extended an unsecured loan for
$100,000 to Mr. Giles, which bears interest at 5.5% per annum, and matures
April 15, 2001.
In February 1996, the Company loaned an executive of the Company the sum of
$300,000 to enable him to exercise 120,000 vested options to purchase shares of
our common stock and $10,000 to pay certain tax obligations. The loan was
collateralized by the related shares, bears interest at 5.5% per annum, and
principal and interest was due as of March 1, 1998. The loan which was extended
during fiscal year 1999 with a due date of March 1, 2000 was repaid in full. Due
to its nature, the loan had been classified as a reduction of stockholders'
equity in the accompanying consolidated financial statements.
15. FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company's consolidated balance sheets include the following financial
instruments: cash and cash equivalents, trade accounts receivable, notes
receivable from related parties, accounts payable, accrued liabilities and debt.
The Company considers the carrying amounts in the financial statements of all
financial instruments to approximate their fair value because of the relatively
short period of time between
F-22
<PAGE>
PRINTRAK INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998
15. FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)
origination of the instruments and their expected realization or the fact that
such instruments have interest rates which approximate current market rates.
16. RESTRUCTURING CHARGES
In fiscal 1998, the Company announced a formal plan for restructuring both
its SunRise and TFP subsidiaries to realize cost savings and capitalize on
synergies by consolidating the subsidiaries into its Anaheim operations. The
restructuring charges of $987,000 include lease termination and facility closure
costs, losses on the disposition of fixed assets and severance costs for
terminated employees. As a result of the restructuring, the Company also
incurred inventory write-offs, the value of which was impacted by the Company's
decision to relocate and outsource manufacturing operations, personnel
relocation costs, and other integration costs. These additional costs amounted
to approximately $2,191,000 and are included in cost of sales ($882,000),
research, development and engineering ($249,000), and selling general and
administrative expenses ($1,060,000) in the accompanying consolidated statements
of operations. The restructuring was completed during fiscal 1999 substantially
in accordance with management's initial cost estimate.
F-23
