<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q/A
AMENDMENT NO. 1
(Mark one)
X Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.
For the quarterly period ended December 31, 1995 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: 1-9641
IDENTIX INCORPORATED
(Exact name of registrant as specified in its charter)
California 94-2842496
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation of organization)
510 N. Pastoria Avenue, Sunnyvale, California 94086
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (408) 739-2000
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 requirement for the past 90 days. YES X NO_____
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date:
23,284,858 shares of Common Stock
as of January 31, 1996
<PAGE> 2
IDENTIX INCORPORATED
INDEX
<TABLE>
<CAPTION>
PAGE
<S> <C>
PART I FINANCIAL INFORMATION
Item 1 Financial Statements
Consolidated Balance Sheets - December 31, 1995 and June 30, 1995................ 1
Consolidated Statements of Operations - Three months ended
December 31, 1995 and 1994; and six months ended
December 31, 1995 and 1994..................................................... 2
Consolidated Statements of Cash Flows - Six months ended
December 31, 1995 and 1994..................................................... 3
Notes to Consolidated Financial Statements....................................... 5
Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations............................................ 6
PART II OTHER INFORMATION................................................................ 9
Item 1 Legal Proceedings
Item 4 Submission of Matters to a Vote of Security Holders
Item 5 Other Information
Item 6 Exhibits and Reports on Form 8-K
Signatures ................................................................................ 11
</TABLE>
<PAGE> 3
IDENTIX INCORPORATED
Explanatory Note:
- ----------------
As previously announced, the Registrant is restating its financial statements
for the second, third and fourth quarters of fiscal 1996 based on a change in
the application of its revenue recognition policy for certain law enforcement
contracts. Accordingly, the Registrant is hereby amending and restating its
second quarter Form 10Q as set forth in this Form 10Q/A.
PART I Item 1. FINANCIAL INFORMATION
IDENTIX INCORPORATED
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1995 1995
------------ -----------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 6,463,000 $ 3,842,000
Accounts receivable, less allowance for doubtful accounts
and sales returns of $434,000 and $347,000 9,142,000 8,158,000
Inventories 4,300,000 2,511,000
Prepaid expenses and other assets 282,000 511,000
------------ ------------
Total current assets 20,187,000 15,022,000
Property and equipment, net 1,737,000 1,249,000
Intangibles and other assets 2,015,000 1,833,000
------------ ------------
$23,939,000 $18,104,000
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Notes payable to banks $ 2,647,000 $ 2,101,000
Accounts payable 2,705,000 1,635,000
Accrued compensation 868,000 999,000
Other accrued liabilities 517,000 483,000
Current portion of long-term note 106,000 --
Deferred maintenance revenue 307,000 233,000
------------ ------------
Total current liabilities 7,150,000 5,451,000
Deferred maintenance revenue 215,000 287,000
Long-term note, less current portion 180,000 --
Other liabilities 89,000 92,000
------------ ------------
Total liabilities 7,634,000 5,830,000
------------ ------------
Commitments and contingencies (Note 5)
Shareholders' equity:
Common stock, no par; 30,000,000 shares authorized;
23,244,101 and 21,520,879 shares issued and outstanding 43,986,000 39,437,000
Accumulated deficit (27,681,000) (27,163,000)
------------ ------------
Total shareholders' equity 16,305,000 12,274,000
------------ ------------
$23,939,000 $18,104,000
============ ============
</TABLE>
See accompanying notes to these consolidated financial statements.
1
<PAGE> 4
IDENTIX INCORPORATED
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
DECEMBER 31, DECEMBER 31,
------------------------------- -------------------------------
1995 1994 1995 1994
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues:
Net product revenues $ 1,543,000 $ 2,485,000 $ 4,629,000 $ 4,179,000
Services 5,200,000 4,493,000 9,627,000 8,663,000
----------- ----------- ----------- -----------
Total revenues 6,743,000 6,978,000 14,256,000 12,842,000
----------- ----------- ----------- -----------
Costs and expenses:
Cost of product revenues 1,016,000 1,360,000 2,778,000 2,459,000
Cost of services provided 4,256,000 3,723,000 7,938,000 7,351,000
Research, development and engineering 352,000 377,000 688,000 811,000
Marketing and selling 828,000 641,000 1,636,000 1,102,000
General and administrative 946,000 709,000 1,777,000 1,298,000
----------- ----------- ----------- -----------
Total costs and expenses 7,398,000 6,810,000 14,817,000 13,021,000
----------- ----------- ----------- -----------
Income (loss) from operations (655,000) 168,000 (561,000) (179,000)
Other income (expense) 13,000 (64,000) 43,000 (107,000)
----------- ----------- ----------- -----------
Net income (loss) $ (642,000) $ 104,000 $ (518,000) $ (286,000)
=========== =========== =========== ===========
Net income (loss) per common and
common equivalent share $ (0.03) $ 0.01 $ (0.02) $ (0.02)
=========== =========== =========== ===========
Weighted average common
and common equivalent shares 23,197,000 19,243,000 22,929,000 19,027,000
=========== =========== =========== ===========
</TABLE>
See accompanying notes to these consolidated financial statements.
2
<PAGE> 5
IDENTIX INCORPORATED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE SIX MONTH PERIOD
ENDED DECEMBER 31,
1995 1994
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ (518,000) $ (286,000)
Adjustments to reconcile net income (loss) to net cash used
for operating activities:
Depreciation and amortization 677,000 623,000
Amortization of deferred maintenance revenue (169,000) (71,000)
Changes in assets and liabilities:
Accounts receivable (984,000) (3,316,000)
Accounts receivable from Ascom Hasler -- 118,000
Inventories (1,789,000) 204,000
Prepaid expenses and other assets 229,000 (61,000)
Accounts payable 1,070,000 (264,000)
Accrued compensation (131,000) 220,000
Other accrued liabilities 34,000 24,000
Deferred maintenance revenue 171,000 94,000
----------- -----------
Net cash used for operating activities (1,410,000) (2,715,000)
----------- -----------
Cash flows used in investing activities:
Capital expenditures (946,000) (305,000)
Additions to intangibles and other assets (401,000) (101,000)
Proceeds from sale of property and equipment -- 5,000
----------- -----------
Net cash used in investing activities (1,347,000) (401,000)
----------- -----------
Cash flows from financing activities:
Borrowings under bank lines of credit 7,102,000 7,166,000
Payments under bank lines of credit (6,556,000) (4,959,000)
Borrowings under long-term note 318,000 --
Principal payments on long-term notes (35,000) --
Proceeds from sale of common stock and warrants, net 4,549,000 1,526,000
----------- -----------
Net cash provided by financing activities 5,378,000 3,733,000
----------- -----------
Net increase in cash and cash equivalents 2,621,000 617,000
Cash and cash equivalents at beginning of period 3,842,000 799,000
----------- -----------
Cash and cash equivalents at end of period $ 6,463,000 $ 1,416,000
=========== ===========
</TABLE>
See accompanying notes to these consolidated financial statements.
3
<PAGE> 6
IDENTIX INCORPORATED
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED . . .
Non-cash investing and financing activities:
In connection with ANADAC's bank line of credit agreement, ANADAC obtained an
ESOP loan. As the ESOP makes payments on the debt, the Company's debt and
corresponding receivable are reduced. As of June 30, 1995, the ESOP loan was
paid in full. During the six months ended December 31, 1994, the ESOP made
payments of $70,000.
See accompanying notes to these consolidated financial statements.
4
<PAGE> 7
IDENTIX INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
These consolidated financial statements are unaudited. However, in the
opinion of management, all adjustments (consisting only of normal recurring
adjustments) which are necessary for a fair presentation of the financial
position and results for the interim period have been included. These
consolidated financial statements should be read in conjunction with the
audited consolidated financial statements and notes thereto for the year
ended June 30, 1995 included in the Company's Form 10-K. These consolidated
financial statements include the accounts of Identix Incorporated (the
Company) and its wholly owned subsidiary, ANADAC, Inc. (ANADAC); all
significant intercompany balances and transactions have been eliminated in
consolidation. The results of operations for the six months ended December
31, 1995 are not necessarily indicative of results to be expected for the
entire fiscal year, which ends on June 30, 1996.
2. INVENTORIES
Inventories consisted of the following:
<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1995 1995
------------ -----------
<S> <C> <C>
Purchased parts and materials $1,704,000 $1,193,000
Work-in-process 922,000 643,000
Finished goods 1,674,000 675,000
---------- -----------
$4,300,000 $2,511,000
========== ==========
</TABLE>
3. BANK LINE OF CREDIT
In October 1995, ANADAC extended its current bank line of credit. The line
of credit expires on February 29, 1996.
4. COMMON STOCK
During the period from July 1 to July 5, 1995, the Company received
additional net proceeds of $2,428,000 from the exercise of warrants and
issuance of 891,345 shares of common stock related to a warrant redemption
program that commenced on June 6, 1995. On July 6, 1995, the Company
redeemed 3,210 unexercised warrants for $0.05 per warrant, then
subsequently sold 3,210 shares of the Company's common stock to a standby
underwriter for $3.00 per share.
During the six month period ended December 31, 1995, the Company received
net proceeds of $964,000 from the issuance of 316,000 shares of common
stock upon the exercise of outstanding warrants and $1,147,000 from the
issuance of 512,700 shares of common stock upon the exercise of outstanding
stock options.
5. CONTINGENT LIABILITIES
The Company is a defendant in a patent infringement lawsuit filed against
the Company by a competitor related to certain of the Company's TouchPrint
products. The lawsuit has no implication for any other Identix products.
Currently, the parties are engaged in ongoing discovery. In addition,
Identix has filed a motion to dismiss the case as it relates to the
TouchPrint product currently on the market, the TouchPrint 600. The Company
has established a reserve for the Company's estimate of the legal expense
to seek dismissal of the lawsuit. The Company will defend this matter
vigorously and believes that it is unlikely that the outcome of this
lawsuit will have a material adverse effect on the Company's financial
position or results of operations.
5
<PAGE> 8
IDENTIX INCORPORATED
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Identix Incorporated ("Identix" or "the Company") began operations in its
products business in mid-1982. In its products business, the Company designs,
develops, manufactures, and markets personal verification terminals ("PVTs") for
security applications and products for law enforcement and public sector
applications that operate by optically scanning and analyzing fingerprint
images. The Company's principal PVT products are TouchLock*, TouchSafe*,
TouchClock* and a fingerprint identification subsystem that the Company
manufactures and markets to OEMs. The Company's principal products for law
enforcement and public sector applications are TouchPrint*, TouchView*, I(3)*
workstation and DocuColor*.
The Company's wholly owned subsidiary, ANADAC, Inc. ("ANADAC"), provides
information technology, engineering and management consulting services for
clients in the public and private sectors. Identix acquired ANADAC on October
23, 1992.
A substantial portion of the Company's revenues is derived from government
agencies. As a result, economic and political conditions beyond the Company's
control will affect the success of the Company. Government agencies are subject
to political and budgetary constraints, and purchases of the Company's products
and services may be canceled or substantially delayed due to political and
budgetary processes. In addition, the Company's contracts with local government
agencies may be contingent upon the availability of matching funds from state or
federal entities. Government agencies also frequently require provisions in
contracts that would not be standard in private commercial transactions, such as
bonding requirements and provisions permitting the purchasing agency to cancel
the contract without penalty if funding for the contract is no longer available
or is not obtained.
The Company's performance in any one quarter or year is not necessarily
indicative of sales trends or future performance. The nature of the government
procurement process has resulted and is expected to continue to result in an
irregular and unpredictable revenue cycle for the Company.
RESULTS OF OPERATIONS
Revenues for the three and six month periods ended December 31, 1995 were
$6,743,000 and $14,256,000, respectively, compared to $6,978,000 and $12,842,000
for the comparable periods in the prior fiscal year. For the three month period
ended December 31, 1995, the decrease in revenues of 3% is due to a decrease in
the Company's product revenues offset by an increase in services revenues. For
the six month period ended December 31, 1995, the increase in revenues of 11%
was due to increases in both the Company's products business revenues and
services business revenues.
The Company's net products revenues were $1,543,000 and $4,629,000 for the three
and six month periods ended December 31, 1995, respectively, compared to
$2,485,000 and $4,179,000 for the comparable periods in the prior fiscal year.
The decrease in net product revenues of 38% for the three month period ended
December 31, 1995 is primarily due to decreased shipments of the Company's
fingerprint identification subsystem that it sells to OEMs. The increase in net
product revenues of 11% for the six month period ended December 31, 1995 is
primarily due to increased shipments of the Company's TouchPrint products offset
by a decrease in revenues of the Company's fingerprint identification subsystem
that it sells to OEMs. One customer accounted for 26% of net product revenues
for the six month period ended December 31, 1995. International sales
represented $234,000 or 15% and $452,000 or 10% of the Company's products
business revenues for the three and six month periods ended December 31, 1995,
respectively, compared to $1,048,000 or 42% and $1,683,000 or 40% for the same
periods in the prior fiscal year. International sales are denominated in U.S.
dollars. For the remainder of fiscal 1996, international sales as a percentage
of product sales are expected to remain relatively constant.
_______________
* The Company has adopted TouchLock (TM), TouchSafe (TM) , TouchClock (TM) ,
TouchPrint (TM), TouchView (TM), I(3) (TM), and DocuColor (TM) as trademarks,
which have not been registered with the U.S. Patent and Trademark Office.
6
<PAGE> 9
IDENTIX INCORPORATED
MANAGEMENT'S DISCUSSION AND ANALYSIS - CONTINUED. . .
The Company's services revenues were $5,200,000 and $9,627,000 for the three and
six month periods ended December 31, 1995, respectively, compared to $4,493,000
and $8,663,000 for the comparable periods in the prior fiscal year. The increase
in services revenues of 16% and 11% for the three and six month periods ended
December 31, 1995, respectively, is primarily due to an increase in contract
revenues derived from a contract to provide engineering services to the Naval
Sea Systems Command. The majority of the Company's services business revenues
are generated from contracts with the U.S. government, principally the
Department of Defense ("DOD"). Revenues from the DOD and from other U. S.
government agencies for the three and six month periods ended December 31, 1995
accounted for 78% and 77%, respectively, of the Company's total services
business revenues compared to 73% and 75% of the Company's total services
business revenues for the comparable prior year periods. Government projections
indicate a continuing decline in the levels of DOD spending, which the Company
believes will result in increased competition and may result in a decline in DOD
revenues as a percentage of total services revenue.
The Company's services business generates a significant amount of its revenues
from cost plus fixed fee ("CPFF") contracts, which accounted for approximately
44% of its revenues for the three and six month periods ended December 31, 1995
compared to 45% and 47% for the comparable periods in the prior year. CPFF
contracts provide for the reimbursement of allowable costs, including indirect
costs plus a fee or profit. The Company's services business also generates
revenue from time-and-materials ("T&M") contracts and firm fixed-price ("FFP")
contracts. T&M contracts typically provide for payment of negotiated hourly
rates for labor incurred plus reimbursement of other allowable direct and
indirect costs. FFP contracts provide for a fixed price for stipulated services
or products, regardless of the costs incurred. The Company anticipates that
revenues from CPFF contracts will decline as a percentage of its total services
business revenues and that the Company's revenues from FFP and T&M contracts
will increase as a percentage of its total services business revenues. The
Company assumes greater performance risk on FFP and T&M contracts and the
failure to accurately estimate ultimate costs or to control costs during
performance of the work can result in reduced profit margins or losses. There
can be no assurance that the Company's services business will not incur cost
overruns for any FFP and T&M contracts it is awarded.
Cost of product revenues was $1,016,000 and $2,778,000 or 66% and 60% of product
revenues for the three and six month periods ended December 31, 1995,
respectively, compared to $1,360,000 or 55% and $2,459,000 or 59% of product
revenues for the same periods in the prior fiscal year. The increase in cost of
product revenues as a percentage of net product revenues for the three month
period ended December 31, 1995 compared to the same period in the prior year is
primarily due to a change in the mix of products sold.
Cost of services provided was $4,256,000 and $7,938,000 or 82% of services
revenues for each of the three and six month periods ended December 31, 1995
compared to $3,723,000 or 83% of services revenues and $7,351,000 or 85% of
services revenues for the same periods in the prior year. The decrease in cost
of services provided as a percentage of services revenues is mainly due to
applying the overhead pool across a larger labor base.
Research, development and engineering expenditures were $352,000 and $688,000 or
23% and 15% of net product revenues for the three and six month periods ended
December 31, 1995, respectively, compared to $377,000 or 15% and $811,000 or 19%
of product revenues for the same periods in the prior fiscal year. Research,
development and engineering expenses, in absolute dollars, were higher in the
prior year periods because the Company was incurring research and development
expenses during such periods to complete its new TouchPrint product line which
was introduced in October 1994. The Company expects research, development and
engineering expenses to increase in future quarters.
Marketing and selling expenses were $828,000 or 12% of total revenues and
$1,636,000 or 11% of total revenues for the three and six month periods ended
December 31, 1995, respectively, compared to $641,000 and $1,102,000 or 9% of
total revenues for the same periods in the prior fiscal year. The increase in
marketing and selling expenses is due to increased staffing and expenses to
promote and support the Company's products and services.
7
<PAGE> 10
IDENTIX INCORPORATED
MANAGEMENT'S DISCUSSION AND ANALYSIS - CONTINUED. . .
General and administrative expenses were $946,000 and $1,777,000 or 14% and 12%
of total revenues for the three and six month periods ended December 31, 1995,
respectively, compared to $709,000 and $1,298,000 or 10% of total revenues for
each of the same periods in the prior fiscal year. The increase in general and
administrative expenses is primarily due to an increase in staffing and in lease
expense as the Company's services business moved into larger facilities in
August 1995. The Company's lease expense for fiscal 1996 may also increase if
the Company decides to move all or part of its headquarters and products
business when its lease expires in March 1996.
Other income was $13,000 and $43,000 for the three and six month periods ended
December 31, 1995, respectively, compared to an expense of $64,000 and $107,000
for the same periods in the prior fiscal year. The increase in other income is
attributable to an increase in interest income earned on the temporary
investments of higher cash balances.
During the six month period ended December 31, 1995, Identix did not borrow
against its bank line of credit. The weighted average interest rate paid by
ANADAC on its bank line of credit for each of the three month and six month
periods ended December 31, 1995 was 8.7%.
The Company had a net loss of $642,000 and $518,000 or $0.03 and $0.02 loss per
share for the three and six month periods ended December 31, 1995, respectively,
compared to net income of $104,000 or $0.01 per share for three month period
ended December 31, 1994 and a net loss of $286,000 or $0.02 loss per share for
the six month period ended December 31, 1994.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents were $6,463,000 at December 31, 1995 as compared to
$3,842,000 at June 30, 1995. The increase in cash and cash equivalents of
$2,621,000 is due primarily to financing activities which provided cash of
$5,378,000. The Company received $4,549,000 during the six month period ended
December 31, 1995 in net proceeds from the exercise of warrants and stock
options and issuance of common stock as follows: $3,402,000 related to warrant
exercises, including warrants exercised in the warrant redemption program, and
$1,147,000 from the exercise of stock options. In addition, the Company borrowed
$546,000 under the ANADAC bank line of credit and $318,000 under the equipment
financing line of credit. Operating activities during the six month period ended
December 31, 1995 used cash of $1,410,000 primarily to finance inventories for
certain forecasted product sales that were not realized prior to December 31,
1995 and accounts receivable resulting from the slow down in collection of
government accounts receivable due to the federal government shut down.
Investing activities during the six month period ended December 31, 1995 used
cash of $1,347,000 to purchase office equipment, production equipment and
leasehold improvements and to develop product software.
The Company has a $3,000,000 bank line of credit secured by all of the personal
property of Identix. Under the line of credit the Company may borrow up to 80%
of eligible accounts receivable. Amounts drawn bear interest at the bank's prime
rate of interest plus 0.5% per annum. The line of credit expires on June 5,
1996. There were no borrowings under this bank line of credit during the six
months ended December 31, 1995. At December 31, 1995, $1,878,000 was available
under the line of credit. As of December 31, 1995, the Company was in default on
one of its bank line of credit covenants. The Company has obtained a waiver
of default from the bank for such covenant.
ANADAC has a $4,000,000 bank line of credit secured by its accounts receivable
and certain other assets. Amounts drawn bear interest at the bank's prime rate
of interest. The line of credit was extended in October 1995 and expires on
February 29, 1996. As of December 31, 1995, ANADAC had $2,647,000 outstanding
and $567,000 available under the line of credit.
ANADAC has a $400,000 equipment financing line of credit secured by the
equipment purchased under the line of credit. Amounts used bear interest at the
bank's prime rate plus 0.75% per annum. The amortization term is not to exceed
thirty six months. As of December 31, 1995, ANADAC had $286,000 borrowed under
this line of credit.
Neither Identix nor ANADAC had any material capital expenditure commitments as
of December 31, 1995.
8
<PAGE> 11
IDENTIX INCORPORATED
PART II OTHER INFORMATION
Item 1. Legal Proceedings
On May 31, 1995, Digital Biometrics, Inc. ("DBI"), a
competitor, filed a lawsuit in the United States District
Court in the Northern District of California against the
Company alleging that certain of the Company's TouchPrint
products violate a DBI patent and seeking injunctive relief
and unspecified damages. The lawsuit has no implication for
other Identix products. Currently, the parties are engaged in
ongoing discovery. In addition, Identix has filed a motion to
dismiss the case as it relates to the TouchPrint product
currently on the market, the TouchPrint 600. The Company will
defend this matter vigorously and believes that it is unlikely
that the outcome of this lawsuit will have a material adverse
effect on the Company's financial position or results of
operations. However, there can be no assurance that the
Company will be successful in defending the action and, even
if the Company is successful in defending the action, the
costs of such defense could be substantial.
Item 4. Submission of Matters to a Vote of Security Holders
(a) The Annual Meeting of Shareholders was held on October
26, 1995
(b) All Board of Directors nominees referenced in Item 4(c)
below were elected at the Annual Meeting of Shareholders
on October 26, 1995.
(c) The matters voted upon and the results of the voting
were as follows:
(1) The following seven persons were elected to the
Board of Directors:
<TABLE>
<CAPTION>
Name Votes For Votes Withheld
---- --------- --------------
<S> <C> <C> <C>
Randall C. Fowler 20,613,525 206,110
Patrick H. Morton 20,618,345 201,290
Randall Hawks, Jr. 20,605,177 214,458
Fred U. Sutter 20,357,545 462,090
Larry J. Wells 20,616,615 203,020
William E. Colby 20,610,836 208,799
Harrison N. Walther 20,617,188 202,447
</TABLE>
(2) The Identix Incorporated Equity Incentive Plan (the
"Incentive Plan") was approved. The Incentive Plan
provides for the discretionary award of options,
restricted stock, stock purchase rights, performance
shares, or any combination of these to eligible
employees, including executive officers, and
consultants. A total of 1,000,000 shares of Common
Stock is reserved under the Incentive Plan. No award
may be granted under the Incentive Plan after July
5, 2005, but outstanding awards may extend beyond
that date. The number of shares voted in favor of
the plan was 13,694,353, the number of shares voted
against was 435,467, the number of shares that
abstained was 194,873, and there were 6,494,942
broker non-votes.
(3) The Identix Incorporated Nonemployee Directors Stock
Option Plan (the "Directors Plan") was approved. The
Directors Plan provides option grants to nonemployee
directors on a formula basis and not on a
discretionary basis. A total of 250,000 shares of
Common Stock are reserved for issuance upon exercise
of nonqualified options granted thereunder. Only
nonemployee directors of the Company are eligible to
participate in the Directors Plan. The number of
shares voted in favor of the plan was 13,556,714,
the number of shares voted against was 564,522, the
number of shares that abstained was 203,457, and
there were 6,494,942 broker non-votes.
9
<PAGE> 12
(4) The appointment of Price Waterhouse LLP as
independent accountants of the Company for the
fiscal year ending June 30, 1996 was ratified. The
number of shares voted in favor of the appointment
was 20,687,392, the number of shares voted against
was 49,550, the number of shares that abstained was
82,693, and there were no broker non-votes.
Item 5. Other Information
On December 6, 1995, the Board of Directors appointed Ed
Zschau as a member of the Board.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
11.1 Statement of Computation of Earnings Per Share
27.1 Financial Data Schedule
</TABLE>
(b) No reports on Form 8-K were filed by the Company
during the three month period ended December 31,
1995.
10
<PAGE> 13
IDENTIX INCORPORATED
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
IDENTIX INCORPORATED
September 12, 1996
BY: /s/James P. Scullion
--------------------------------
James P. Scullion
Chief Financial Officer
Vice President of Finance
11
<PAGE> 1
Exhibit 11.1
IDENTIX INCORPORATED
STATEMENT OF COMPUTATION OF EARNINGS PER SHARE
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
December 31, December 31,
---------------------------- ---------------------------------
1995 1994 1995 1994
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net income (loss) $ (642,000) $ 104,000 $ (518,000) $ (286,000)
=========== =========== =========== ===========
Number of shares used in computing per share amounts:
Weighted average common outstanding 23,197,000 19,243,000 22,929,000 19,027,000
Common equivalent shares attributable to
stock options and warrants * * * *
Total weighted average common and common
equivalent shares outstanding 23,197,000 19,243,000 22,929,000 19,027,000
=========== =========== =========== ===========
Net income (loss) per share $ (0.03) $ 0.01 $ (0.02) $ (0.02)
=========== =========== =========== ===========
</TABLE>
* Common equivalent shares had an anti-dilutive effect.
12
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS AND CONSOLIDATED STATEMENTS OF OPERATIONS DATED AS
OF THE SIX MONTH PERIOD ENDED DECEMBER 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMNTS AND ACCOMPANYING NOTES.
</LEGEND>
<RESTATED>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-01-1995
<PERIOD-END> DEC-31-1995
<CASH> 6,463,000
<SECURITIES> 0
<RECEIVABLES> 9,576,000
<ALLOWANCES> 434,000
<INVENTORY> 4,300,000
<CURRENT-ASSETS> 20,187,000
<PP&E> 1,737,000<F1>
<DEPRECIATION> 0<F1>
<TOTAL-ASSETS> 23,939,000
<CURRENT-LIABILITIES> 7,150,000
<BONDS> 0
0
0
<COMMON> 43,986,000
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 23,939,000
<SALES> 4,629,000
<TOTAL-REVENUES> 14,256,000
<CGS> 2,778,000
<TOTAL-COSTS> 14,817,000
<OTHER-EXPENSES> 0<F2>
<LOSS-PROVISION> 0<F2>
<INTEREST-EXPENSE> 0<F2>
<INCOME-PRETAX> (518,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (518,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (518,000)
<EPS-PRIMARY> (0.02)
<EPS-DILUTED> 0<F2>
<FN>
<F1>Property, Plant and Equipment is shown net of accumulated depreciation.
<F2>Not shown separately when reporting 10a.
</FN>
</TABLE>
