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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM______ TO______
Commission File Number: 000-20719
PRINTRAK INTERNATIONAL INC.
---------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 33-0070547
------------------------------- ----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1250 NORTH TUSTIN AVENUE ANAHEIM, CALIFORNIA 92807
------------------------ ------------------- -----
(Address of principal executive offices) (Zip Code)
(714) 238-2000
--------------
(Registrant's telephone number, including area code)
Not Applicable
--------------
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days.
X Yes No
-- --
11,809,328 shares of the issuer's common stock, par value $0.0001 per
share, were outstanding as of July 31, 2000.
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FORM 10-Q
CONTENTS
<TABLE>
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Page Number
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<S> <C>
PART I - FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
Condensed Consolidated Balance Sheets at June 30, 2000 (unaudited)
and March 31, 2000...................................................................... 1
Unaudited Condensed Consolidated Statements of Operations for the three-month
periods ended June 30, 2000 and June 30, 1999........................................... 2
Unaudited Condensed Consolidated Statements of Cash Flows for the three-month
periods ended June 30, 2000 and June 30, 1999........................................... 3
Notes to the Unaudited Condensed Consolidated Financial Statements...................... 4
Item 2: Management's Discussion and Analysis of Financial Condition
and Results of Operations............................................................... 6
Item 3. Quantitative and Qualitative Disclosures about Market Risks.................... 10
PART II - OTHER INFORMATION
Item 1: Legal Proceedings............................................................... 11
Item 2: Changes in Securities and Use of Proceeds....................................... 11
Item 3: Defaults upon Senior Securities................................................. 11
Item 4: Submission of Matters to a Vote of Security Holders............................. 11
Item 5: Other Information............................................................... 11
Item 6: Exhibits and Reports on Form 8-K................................................ 11
Signature ............................................................................. 12
</TABLE>
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PART I - FINANCIAL INFORMATION
ITEM I-CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
PRINTRAK INTERNATIONAL INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
AT JUNE 30, 2000 AND MARCH 31, 2000
(IN THOUSANDS)
<TABLE>
<CAPTION>
June 30, March 31,
2000 2000
(unaudited)
-------------------------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents ................................................... $ 13,048 $ 14,897
Accounts receivable, net (Note 2) ........................................... 26,056 27,163
Inventories, net (Note 3) ................................................... 11,236 10,368
Prepaid expenses and other current assets ................................... 1,858 1,256
Deferred income taxes ...................................................... 4,749 4,749
------------ ------------
Total current assets .................................................... 56,947 58,433
Notes receivable from related parties ........................................... 763 753
Property and equipment, net ..................................................... 3,331 3,079
Deferred income taxes ........................................................... 4,619 4,510
Other long-term assets .......................................................... 1,081 1,260
Goodwill and other intangible assets, net ....................................... 2,806 3,040
------------ ------------
TOTAL ASSETS $ 69,547 $ 71,075
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable ............................................................ $ 3,526 $ 3,924
Accrued wages and employee benefits ......................................... 3,201 3,903
Other accrued liabilities ................................................... 5,196 5,223
Current portion of capital leases ........................................... 14 14
Deferred revenue ............................................................ 12,978 12,437
Income taxes payable ........................................................ 661 1,309
------------ ------------
Total current liabilities ................................................ 25,576 26,810
Capital leases, less current portion ............................................ 30 34
Other long-term liabilities ..................................................... 460 460
------------ ------------
Total liabilities 26,066 27,304
STOCKHOLDERS' EQUITY:
Preferred stock, $0.0001 par value; 5,000,000 shares authorized; no shares
outstanding ................................................................ 0 0
Common stock ($.0001 par value; 20,000,000 shares authorized;
11,797,003 and 11,938,214, shares issued and outstanding) .................. 1 1
Additional paid-in capital .................................................. 20,432 21,791
Retained earnings ........................................................... 23,398 22,222
Accumulated other comprehensive loss ........................................ (350) (243)
------------ ------------
Total stockholders' equity ............................................... 43,481 43,771
------------ ------------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 69,547 $ 71,075
============ ============
</TABLE>
SEE ACCOMPANYING NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1
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PRINTRAK INTERNATIONAL INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
Three-month Three-month
period ended period ended
June 30, 2000 June 30, 1999
----------------- ----------------
<S> <C> <C>
REVENUES:
System........................................................................ $18,720 $21,291
Maintenance................................................................... 6,892 5,260
----------------- ----------------
Total revenues ........................................................... 25,612 26,551
COST OF REVENUES:
System........................................................................ 11,045 13,527
Maintenance................................................................... 4,108 3,728
----------------- ----------------
Total cost of revenues ................................................... 15,153 17,255
Gross profit............................................................. 10,459 9,296
OPERATING EXPENSES:
Research, development and engineering......................................... 3,015 1,265
Selling, general and administrative .......................................... 6,230 5,200
----------------- ----------------
Total operating expenses 9,245 6,465
Income from operations .................................................. 1,214 2,831
Other income.................................................................. (640) (79)
----------------- ----------------
Income before income taxes................................................ 1,854 2,910
Provision for income taxes.................................................... 686 1,172
----------------- ----------------
Net income ............................................................... $ 1,168 $ 1,738
================= ================
Net income per common share:
Basic.................................................................... $ .09 $ .15
================= ================
Diluted.................................................................. $ .09 $ .15
================= ================
Weighted average shares outstanding:
Basic.................................................................... 11,796,000 11,419,000
================= ================
Diluted.................................................................. 12,420,000 11,941,000
================= ================
</TABLE>
SEE ACCOMPANYING NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
2
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PRINTRAK INTERNATIONAL INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
Three-month Three-month
period ended period ended
June 30, 2000 June 30, 1999
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<S> <C> <C>
Net cash provided by operating activities..................................... $ 343 $ 4,435
Cash flows from investing activities:
Capital expenditures...................................................... (755) (889)
Net proceeds from notes receivable........................................ (10) -
Notes receivable from related parties..................................... - (610)
Sale and maturities of short-term investments ............................ (27) (3)
----------------- ----------------
Net cash used in investing activities..................................... (792) (1,502)
Cash flows from financing activities:
Principal payments on long-term debt...................................... (4) (47)
Repurchase of common stock................................................ (1,440) -
Proceeds from common stock issuances...................................... 81 210
----------------- ----------------
Net cash (used in) provided by financing activities..................... (1,363) 163
Effect of exchange rate changes on cash balances.............................. (37) (91)
----------------- ----------------
Net (decrease) increase in cash and cash equivalents.......................... (1,849) 3,005
Cash and cash equivalents, beginning of year.................................. 14,897 8,557
----------------- ----------------
Cash and cash equivalents, end of period...................................... $13,048 $11,562
================= ================
Supplemental disclosure of cash flow information:
Interest paid ........................................................... $ 4 $ 18
================= ================
Income taxes paid........................................................ $ 1,547 $ 463
================= ================
</TABLE>
SEE ACCOMPANYING NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
3
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PRINTRAK INTERNATIONAL INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. GENERAL
GENERAL BUSINESS
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.
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.
BASIS OF PRESENTATION
The accompanying consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in the United States
of America. The unaudited consolidated financial statements reflect all
adjustments, which are normal and recurring in nature, and which in the
opinion of management are necessary for a fair statement of the financial
position and results of operations as of June 30, 2000 and for the three
month periods ended June 30, 2000 and 1999. The results of operations for the
three month period ended June 30, 2000 are not necessarily indicative of the
results of operations for the entire fiscal year ending March 31, 2001. These
condensed consolidated financial statements and related footnotes should be
read in conjunction with the consolidated financial statements and related
footnotes presented in the Company's 10-K.
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
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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.
In December 1999, the Securities and Exchange Commission ("SEC") issued Staff
Accounting Bulletin No. 101, Revenue Recognition in Financial Statements (SAB
101). SAB 101 summarizes the staff's views in applying generally accepted
accounting principles to revenue recognition in financial statements. SAB 101
is effectiove for the fourth quarter of fiscal year 2001. The Company is
currently evaluating the impact SAB 101 will have on its financial statements.
2. ACCOUNTS RECEIVABLE
Accounts receivable consists of the following:
<TABLE>
<CAPTION>
June 30, March 31,
2000 2000
(unaudited)
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<S> <C> <C>
Billed receivables.................................................. $ 13,599 $ 22,907
Unbilled receivables................................................ 12,804 4,590
------------ -----------
26,403 27,497
Less allowance for doubtful accounts................................ (347) (334)
------------ -----------
$ 26,056 $ 27,163
============ ===========
</TABLE>
Unbilled receivables consist of system and maintenance revenues which have been
earned but not invoiced because of contractual terms of the underlying
agreements.
3. INVENTORIES
Inventories consist of the following:
<TABLE>
<CAPTION>
June 30, March 31,
2000 2000
(unaudited)
------------ -----------
<S> <C> <C>
Raw materials....................................................... $ 5,625 $ 5,693
Work in progress.................................................... 6,402 6,065
------------ -----------
12,027 11,758
Less allowance for excess and obsolete inventories.................. (791) (1,390)
------------ -----------
$ 11,236 $ 10,368
============ ===========
</TABLE>
4. NET INCOME AND NET INCOME PER COMMON SHARE
SFAS No. 128 requires dual presentation of "basic" and "diluted" earnings per
share. Basic EPS excludes common stock equivalents and is computed by
dividing net income by the weighted average number of common shares
outstanding for the period. Diluted EPS reflects the inclusion of common
stock equivalents and their potential dilution.
The number of shares used in computing EPS is as follows for the three-month
periods ended June 30:
<TABLE>
<CAPTION>
2000 1999
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(unaudited) (unaudited)
<S> <C> <C>
Weighted average shares outstanding-basic........................... 11,796,000 11,419,000
Common Stock equivalents............................................ 624,000 522,000
---------- ----------
Weighted average shares outstanding - diluted....................... 12,420,000 11,941,000
========== ==========
</TABLE>
5
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PRINTRAK INTERNATIONAL INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
INTRODUCTORY NOTE
The following is management's discussion and analysis of certain significant
factors which have affected our earnings and financial position during the
period included in the accompanying financial statements. This discussion
compares the three-month period ended June 30, 2000 with the three-month period
ended June 30, 1999. This discussion should be read in conjunction with the
financial statements and associated notes.
The following discussion may contain forward-looking statements that involve
risks and uncertainties. Our actual results could differ materially from those
discussed here. Factors that could cause or contribute to such differences
include, but are not limited to, those discussed in our Annual Report on Form
10-K for the year ended March 31, 2000.
6
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RESULTS OF OPERATIONS
THREE-MONTH PERIOD ENDED JUNE 30, 2000 COMPARED TO THE THREE-MONTH PERIOD ENDED
JUNE 30, 1999
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 decreased to $25.6 million for the three-month period ended June
30, 2000 compared to $26.5 million for the three-month period ended June 30,
1999.
System revenues decreased $2.6 million or 12.1% to $18.7 million for the
first quarter ended June 30, 2000 from $21.3 million for the first quarter
ended June 30, 1999. The decrease in system revenues is primarily related to
the Argentina civil identification contract totaling $2.0 million in system
revenues for the quarter ended June 30, 2000 as compared to $6.1 million for
the same period in the prior year, partially offset by systems revenues
relating to the Western Australian Police Service (WAPS) contract totaling
$1.2 million for the quarter ended June 30, 2000. Maintenance revenues
increased to $6.9 million or 31.0% for the quarter ended June 30, 2000,
compared to revenues of $5.3 million for the quarter ended June 30, 1999. The
increase in maintenance reflects an overall expansion of our customer base
over the prior year as well as $1.5 million in maintenance revenues
attributable to the Argentina contract and $146,000 in maintenance revenues
attributable to the WAPS contract.
Quarterly revenues have in the past, fluctuated. Similar fluctuations may occur
in the future. These fluctuations are the result of a variety of factors,
including: our delivery cycle, variations in order size, variations in product
mix, and the timing of orders.
COST OF REVENUES
Cost of revenues primarily consist 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 increased to $10.5 million, or 40.8%, for the quarter
ending June 30,2000 from $9.3 million, or 35.0%, for the quarter ending June 30,
1999. System margins were $7.7 million, or 41.0%, for the quarter ending June
30, 2000 as compared to $7.8 million, or 36.5%, for the quarter ending June 30,
1999. Maintenance margins were $2.8 million, or 40.4%, for the quarter ending
June 30, 2000 as compared to $1.5 million, or 29.1%, for the period ending June
30, 1999.
The increase in system gross margin reflects the decrease in the allocation
of engineering resources to contract specific tasks and increased profit
margins realized due to the product mix. The increase in maintenance margins
results from the continued effort to reduce product issues after system
installation has occurred.
7
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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 three-month period ended June 30, 2000, SG&A expenses increased to $6.2
million from $5.2 million for the three-month period ended June 30, 1999. SG&A
expenses, as a percentage of revenues, increased to 24.3% for the three-month
period ended June 30, 2000 from 19.6% for the three-month period ended June 30,
1999. The increase in SG&A primarily reflects additional headcount and the costs
related to the recruitment of key employees as part of building our
infrastructure.
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 of $3.0 million for the three-month period ended June 30, 2000,
increased 138.3% from $1.3 million for the three-month period ended June 30,
1999. RD&E expenses, as a percentage of revenues, increased to 11.8% for the
three-month period ended June 30, 2000 from 4.8% for the three-month period
ended June 30, 1999. The increase in RD&E expenses is primarily attributable
to the increase in research activities and increased headcount due to
successful recruiting. Costs of materials and labor associated with projects
along with the transfer of personnel from system integration to R&D were the
main contributors to the increase.
OTHER INCOME
Other income for the three-month period ended June 30, 2000 equaled $640,000 as
compared to $79,000 for the three-month period ended June 30, 1999. The increase
is primarily due to interest income of $271,000, as the debt from the prior year
had been retired, and a sales and use tax refund of $206,000.
PROVISION FOR INCOME TAXES
Income tax expense for the three-month period ended June 30, 2000 equaled
$686,000 compared to $1.2 million for the three-month period ended June 30,
1999. Our tax provision for fiscal 2001 is based on an effective tax rate of
37%, reflecting the impact of state and foreign taxes, as compared to an
effective tax rate of 40% in the prior fiscal year.
8
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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 June
30, 2000, our total backlog was $107 million of which system backlog was
approximately $58 million, compared to system backlog of $95 million as of June
30, 1999. In addition, our maintenance revenue backlog approximated $49 million
as of June 30, 2000 as compared to maintenance revenue backlog of $16 million as
of June 30, 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.
FINANCIAL CONDITION
Cash and cash equivalents decreased from $14.9 million at March 31, 2000 to
$13.0 million at June 30, 2000 primarily as a result of the repurchase of common
stock of approximately $1.4 million.
Accounts receivable decreased from $27.2 million at March 31, 2000 to $26.1
million at June 30, 2000 primarily due to the continued efforts on improving
collections and a decrease in revenues from the prior quarter. Accounts
receivable includes billed and unbilled receivables. Unbilled receivables
consist of system and maintenance revenues which have been earned but not
invoiced because of contractual terms of the underlying agreements.
Inventories increased from $10.4 million at March 31, 2000 to $11.2 million at
June 30, 2000. The increase was primarily due to increased deliveries of
material along with labor and overhead costs related to contracts that are
scheduled for shipment during the remainder of the fiscal year.
The decrease in income taxes payable from $1.3 million at March 31, 2000, to
$661,000 at June 30, 2000, reflects the estimated tax payment for fiscal year
ending March 31, 2000 offset by provisions for income taxes for the earnings
during the three-month period ended June 30, 2000.
LIQUIDITY AND CAPITAL RESOURCES
Our primary source of cash used to finance capital expenditures and fund its
existing operations is cash
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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 the three months ended June 30, 2000, cash generated from
operations was approximately $343,000 as compared to $4.4 million in the
prior fiscal year. The decrease in cash provided by operations is primarily
due to decrease in accounts payable of $4.0 million and a decrease in other
liabilities of $2.9 million, partially offset by a increase in inventory of
$2.8 million.
During the three months ended June 30, 2000, investing activities used net cash
of approximately $792,000 primarily to fund capital expenditures of $755,000.
During the three months ended June 30, 1999, investing activities used net cash
of approximately $1.5 million primarily to fund capital expenditures of $889,000
and to extend a $610,000 note receivable to Richard Giles.
During the three months ended June 30, 2000, financing activities used net cash
of approximately $1.4 million as compared to cash provided of approximately
$163,000 during the three months ended June 30, 1999. The cash used in the
current quarter was primarily a result of the repurchase of common stock
totaling approximately $1.4 million.
We have a revolving line of credit of $25 million with Union Bank expiring
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 June 30, 2000, we were in compliance with these covenants. At June 30, 2000,
we had no outstanding balance.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to foreign currency exchange rate fluctuations in the normal
course of business. Our main area of risk lies in contracts negotiated in
foreign currencies other than US dollars. Depending on the payment terms of
the contract we may be subject to currency rate fluctuations. Historically,
we have had limited exposure in this area due to the small number of
contracts negotiated in foreign currencies. During the current quarter, we
obtained a 31.7 million Australian dollar contract with the Western
Australian Police Service. This contract is subject to foreign currency
translation adjustments. Resulting translation adjustments are recorded as a
foreign currency component of accumulated other comprehensive income/loss in
stockholders' equity. Any fluctuation in the exchange rate between foreign
currencies and the U.S. dollar could have a material affect on the
consolidated results of operations.
10
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PRINTRAK INTERNATIONAL INC.
PART II-OTHER INFORMATION
Item 1 - Item 5
Not Applicable.
Item 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit Index:
27 Financial Data Schedule
(b) Reports on Form 8-K.
There were no reports on Form 8-K filed during the quarter ended June 30, 2000.
11
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PRINTRAK INTERNATIONAL INC.
(REGISTRANT)
BY /s/ Thomas M. Costales
--------------------------------------
Name: THOMAS M. COSTALES
Title: Chief Financial Officer and
Treasurer
[Authorized Signature]
August 14 , 2000
12
