<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(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, 1996 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 (IRS Employer Identification No.)
of 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) 731-2000
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:
24,372,103 shares of Common Stock
as of January 31, 1997
<PAGE> 2
IDENTIX INCORPORATED
INDEX
<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
PART I FINANCIAL INFORMATION
Item 1 Financial Statements
Consolidated Balance Sheets - December 31, 1996 and June 30, 1996................1
Consolidated Statements of Operations - three months ended
December 31, 1996 and 1995; and six months ended
December 31, 1996 and 1995.....................................................2
Consolidated Statements of Cash Flows - six months ended
December 31, 1996 and 1995.....................................................3
Notes to Consolidated Financial Statements.......................................4
Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations............................................6
PART II OTHER INFORMATION...............................................................19
Item 1 Legal Proceedings
Item 4 Submission of Matters to a Vote of Security Holders
Item 6 Exhibits and Reports on Form 8-K
Signatures ................................................................................21
</TABLE>
<PAGE> 3
IDENTIX INCORPORATED
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1996 1996
------------ ------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 1,338,000 $ 981,000
Restricted cash 1,715,000 -
Accounts receivable, less allowance for doubtful accounts
and sales returns of $572,000 and $488,000 16,219,000 16,331,000
Inventories 5,246,000 4,464,000
Prepaid expenses and other assets 602,000 266,000
------------ ------------
Total current assets 25,120,000 22,042,000
Property and equipment, net 2,653,000 2,218,000
Intangibles and other assets 2,922,000 2,847,000
------------ ------------
$ 30,695,000 $ 27,107,000
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Notes payable to banks $ 3,570,000 $ 1,846,000
Accounts payable 4,268,000 3,309,000
Accrued compensation 1,228,000 1,185,000
Other accrued liabilities 776,000 426,000
Current portion of long-term debt 106,000 106,000
Deferred revenue 435,000 256,000
------------ ------------
Total current liabilities 10,383,000 7,128,000
Deferred revenue 323,000 293,000
Long-term debt 74,000 127,000
Other liabilities 89,000 87,000
------------ ------------
Total liabilities 10,869,000 7,635,000
------------ ------------
Commitments and contingencies (Note 4)
Shareholders' equity:
Common stock, no par; 50,000,000 shares authorized;
24,371,170 and 24,320,464 shares issued and outstanding 50,164,000 50,024,000
Accumulated deficit (30,332,000) (30,534,000)
Cumulative translation adjustment (6,000) (18,000)
------------ ------------
Total shareholders' equity 19,826,000 19,472,000
------------ ------------
$ 30,695,000 $ 27,107,000
============ ============
</TABLE>
See accompanying notes to these consolidated financial statements.
1
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IDENTIX INCORPORATED
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
DECEMBER 31, DECEMBER 31,
-------------------------------- --------------------------------
1996 1995 1996 1995
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Revenues:
Net product revenues $ 6,286,000 $ 2,155,000 $ 12,662,000 $ 5,320,000
Services revenues 5,291,000 5,200,000 10,991,000 9,627,000
------------ ------------ ------------ ------------
Total revenues 11,577,000 7,355,000 23,653,000 14,947,000
------------ ------------ ------------ ------------
Costs and expenses:
Cost of product revenues 3,172,000 1,149,000 6,544,000 2,838,000
Cost of services revenues 3,861,000 4,256,000 8,511,000 7,938,000
Research, development and engineering 576,000 353,000 1,028,000 689,000
Marketing and selling 1,962,000 1,046,000 3,587,000 1,929,000
General and administrative 1,905,000 1,021,000 3,642,000 1,926,000
------------ ------------ ------------ ------------
Total costs and expenses 11,476,000 7,825,000 23,312,000 15,320,000
------------ ------------ ------------ ------------
Income (loss) from operations 101,000 (470,000) 341,000 (373,000)
Interest income (expense), net (63,000) 20,000 (114,000) 60,000
Other income (expense), net 8,000 (7,000) (1,000) (17,000)
------------ ------------ ------------ ------------
Income (loss) before income taxes 46,000 (457,000) 226,000 (330,000)
Provision for income taxes (4,000) - (24,000) -
------------ ------------ ------------ ------------
Net income (loss) $ 42,000 $ (457,000) $ 202,000 $ (330,000)
============ ============ ============ ============
Net income (loss) per common and
common equivalent share $ 0.00 $ (0.02) $ 0.01 $ (0.01)
============ ============ ============ ============
Weighted average common
and common equivalent shares 25,032,000 23,352,000 25,077,000 23,084,000
============ ============ ============ ============
</TABLE>
See accompanying notes to these consolidated financial statements.
2
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IDENTIX INCORPORATED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE SIX MONTH PERIOD
ENDED DECEMBER 31,
1996 1995
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 202,000 $ (330,000)
Adjustments to reconcile net income (loss) to net
cash provided (used) for operating activities:
Depreciation and amortization 939,000 701,000
Amortization of deferred revenue (341,000) (169,000)
Changes in assets and liabilities:
Accounts receivable 112,000 (1,315,000)
Inventories (782,000) (1,823,000)
Prepaid expenses and other assets (336,000) 234,000
Accounts payable 959,000 1,046,000
Accrued compensation 43,000 (31,000)
Other accrued liabilities 350,000 34,000
Deferred revenue 550,000 171,000
------------ ------------
Net cash provided (used) for operating activities 1,696,000 (1,482,000)
------------ ------------
Cash flows used for investing activities:
Capital expenditures (964,000) (983,000)
Additions to intangibles and other assets (485,000) (395,000)
Cash received from combination - 24,000
------------ ------------
Net cash used for investing activities (1,449,000) (1,354,000)
------------ ------------
Cash flows from financing activities:
Borrowings under bank lines of credit 11,026,000 7,212,000
Payments under bank lines of credit (9,302,000) (6,556,000)
Borrowings under long-term note - 318,000
Principal payments on long-term note (53,000) (32,000)
Proceeds from sale of common stock and warrants, net 140,000 4,549,000
Other, net 2,000 (3,000)
------------ ------------
Net cash provided by financing activities 1,813,000 5,488,000
------------ ------------
Effects of exchange rate changes on cash
and cash equivalents 12,000 -
------------ ------------
Net increase in cash and cash equivalents 2,072,000 2,652,000
Cash and cash equivalents at beginning of period 981,000 3,842,000
------------ ------------
Cash and cash equivalents and restricted cash
at end of period $ 3,053,000 $ 6,494,000
============ ============
</TABLE>
See accompanying notes to these consolidated financial statements.
IDENTIX INCORPORATED
3
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
These accompanying consolidated financial statements and related notes 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 of operations 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 fiscal year ended June 30,
1996 included in the Company's Form 10-K. The results of operations for the
three and six months ended December 31, 1996 are not necessarily indicative
of results to be expected for the entire fiscal year, which ends on June
30, 1997.
The consolidated financial statements include the accounts of Identix
Incorporated (the "Company") and its wholly owned subsidiaries: ANADAC,
Inc. ("ANADAC") and Fingerscan Pty Limited ("Fingerscan") which was
acquired on March 26, 1996. The Company accounted for the acquisition of
Fingerscan as a purchase. In addition, the Company acquired Innovative
Archival Solutions, Inc. ("IAS") on June 30, 1996. On October 1, 1996, IAS
was merged into Identix. The Company accounted for the acquisition of IAS
as a pooling of interests. Accordingly, the consolidated statement of
operations for the three month and six month periods ended December 31,
1995 and the consolidated statement of cash flows for the six month period
ended December 31, 1995 have been restated to include the accounts and
operations of IAS. All significant intercompany balances and transactions
have been eliminated in consolidation.
2. RESTRICTED CASH
On December 31, 1996, the Company had $1,715,000 held in an escrow account
by a bank. The bank, as requested by the Company, is acting as an escrow
agent to ensure payments from certain sales are distributed among multiple
parties, including the Company, in a timely manner. On January 6, 1997, the
$1,715,000 held in the escrow account was released to the Company.
3. INVENTORIES
Inventories are stated at the lower of cost (determined on the first-in,
first-out cost method) or market. Inventories consisted of the following:
<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1996 1996
---------- ----------
<S> <C> <C>
Purchased parts and materials $2,001,000 $2,869,000
Work-in-process 1,912,000 429,000
Finished goods 1,333,000 1,166,000
---------- ----------
$5,246,000 $4,464,000
========== ==========
</TABLE>
4. CONTINGENT LIABILITIES
The Company has been named as a defendant in a class action lawsuit which
was filed in October 1996 in the United States District Court for the
Northern District of California. Certain executive officers of the Company
are also named as defendants. The plaintiff purports to represent a class
of all persons who purchased the Company's common stock between January 31,
1996 and August 26, 1996 (the "Class Period"). The complaint alleges claims
under the federal securities laws and California law. The plaintiff alleges
that the Company and certain of its executive officers made false and
misleading statements regarding the Company that caused the market price of
its common stock to be "artificially inflated" during the Class Period. The
complaint does not specify the amount of damages sought. The Company has
established a reserve for the Company's estimate of the legal expenses to
seek dismissal of the lawsuit. The Company and its officers deny the
allegations and will defend itself vigorously against this action.
4
<PAGE> 7
4. CONTINGENT LIABILITIES - CONTINUED
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. On August 22, 1996, the Court granted the Company's motion
determining that the TouchPrint 600 does not infringe the patent. On
December 7, 1996, the Court issued another ruling determining that the
predecessor product of the TouchPrint 600, the TouchPrint 900 product, did
not infringe the patent. As a result, the Court entered judgment in favor
of Identix and awarded Identix its costs of suit. On January 7, 1997, DBI
filed a Notice of Appeal and the matter is now pending before the Federal
Circuit Court of Appeals.
5
<PAGE> 8
IDENTIX INCORPORATED
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Identix Incorporated ("Identix" or "the Company") designs, develops,
manufactures and markets two categories of products for security, anti-fraud,
law enforcement and other applications: (i) biometric identity verification
("Bio-ID") products that identify an individual through the unique biological
characteristics of a fingerprint and (ii) biometric imaging products that
capture forensic quality fingerprint images directly from an individual's
fingers for law enforcement and other applications. The Company's principal
Bio-ID products are TouchNet II*, TouchSafe II*, TouchLock II*, TouchClock II*,
TouchBlock*. The Company's principal biometric imaging products are TouchPrint
600*, TouchView II*, I3Workstation* and DocuColor*. The Company provides
information technology, engineering and management consulting services to
private and public sector clients through a wholly owned subsidiary, ANADAC,
Inc. ("ANADAC"). ANADAC's services support the development, installation,
integration, and operation of hardware and software technology solutions,
including Identix products, for a variety of client operating environments.
On March 26, 1996, the Company acquired Fingerscan Pty Limited ("Fingerscan"), a
privately-held Australian-based company that designs and markets Bio-ID
products. Fingerscan had been a long-standing Identix OEM partner integrating
Identix fingerprint identification technology into Fingerscan's fingerprint
identity and verification products and systems. The acquisition was accounted
for as a purchase. Accordingly, the Company's financial statements include the
results of Fingerscan from the date of acquisition.
On June 30, 1996, the Company acquired Innovative Archival Solutions, Inc.
("IAS"), a privately-held company which provides fingerprinting services using
the Company's biometric imaging products. The acquisition was accounted for as a
pooling of interests. Accordingly, the Company's fiscal 1996 consolidated
financial statements include the accounts and operations of IAS. For the periods
prior to fiscal 1996, the effects of the combination with IAS were not
significant, and the Company has not restated those years to include the
accounts and operations of IAS. On October 1, 1996, IAS was merged into Identix.
The business of IAS is now being conducted as the Company's Identification
Services Division.
The statements in this report that relate to future plans, events, or
performance are forward-looking statements. Actual results, events and
performance may differ materially due to a variety of factors including the
factors described under "Risk Factors" below. Readers are cautioned not to
place undo reliance on these forward-looking statements, which speak only as of
the date hereof. The Company undertakes no obligation to publicly release the
result of any revisions to these forward-looking statements that may be made to
reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events.
RESULTS OF OPERATIONS
Revenues
Revenues for the three month and six month periods ended December 31, 1996 were
$11,577,000 and $23,653,000, respectively, compared to $7,355,000 and
$14,947,000 for the same periods in the prior fiscal year. For the three month
period ended December 31, 1996, the increase in revenues of 57% is primarily due
to increases in the Company's net product revenues. For the six month period
ended December 31, 1996, the increase in revenues of 58% was due to increases in
both the Company's net product revenues and services revenues.
- ----------
(*) The Company's has adopted TouchNet II(TM), TouchSafe II(TM), TouchLock
II(TM), TouchClock II(TM), TouchBlock(TM), TouchPrint 600(TM), TouchView II(TM),
I3 Workstation(TM) and DocuColor(TM) as trademarks.
6
<PAGE> 9
IDENTIX INCORPORATED
MANAGEMENT'S DISCUSSION AND ANALYSIS - CONTINUED . . .
The Company's net product revenues were $6,286,000 and $12,662,000 for the three
and six month periods ended December 31, 1996, respectively, compared to
$2,155,000 and $5,320,000 for the same periods in the prior fiscal year. For the
three and six month periods ended December 31, 1996, the increase in net product
revenues of 192% and 138%, respectively, was due to (i) the inclusion of
Fingerscan revenues which revenues were generated primarily from the sale of the
Company's Bio-ID products, (ii) increased shipments of the Company's TouchPrint
products, and (iii) an increase in revenues generated by the Company's
Identification Services Division. International sales accounted for $2,645,000
or 42% and $3,910,000 or 31% of the Company's net product revenues for the three
and six month periods ended December 31, 1996, respectively, compared to
$234,000 or 11% and $452,000 or 8% for the same periods in the prior fiscal
year. The Company expects international sales to continue to represent a
significant portion of net product revenues although the percentage may
fluctuate from period to period. The Company's international sales are
denominated in U.S. dollars except for sales by Fingerscan which are denominated
in Australian dollars. To date, transactions conducted in currencies other than
U.S. dollars have not presented significant exchange exposure. Accordingly, the
Company has not entered into any hedging transactions. The Company monitors its
foreign currency exchange exposure and may take action to reduce foreign
exchange risk, if the Company deems it appropriate. During the three month
period ended December 31, 1996, the Company had one non-U.S. government customer
that accounted for 14% of total revenues, and during the six month period ended
December 31, 1996, the Company had a different non-U.S. Government customer that
accounted for 12% of total revenues. The Company had no non-U.S. government
customers that accounted for more than 10% of total revenues for the three and
six month periods ended December 31, 1995.
The Company's services revenues were $5,291,000 and $10,991,000 for the three
and six month periods ended December 31, 1996, respectively, compared to
$5,200,000 and $9,627,000 for the same periods in the prior fiscal year. The
increase in services revenues of 2% and 14% for the three and six month periods
ended December 31, 1996, respectively, was due to increased U.S. government and
commercial contracts. The majority of the Company's services revenues are
generated directly from contracts with the U.S. government, principally the
Department of Defense ("DOD"). Revenues directly from the DOD and from other
U.S. government agencies for the three and six month periods ended December 31,
1996 accounted for 73% and 71%, respectively, of the Company's total services
revenues compared to 70% and 68% of the Company's total services revenues for
the same periods in the prior fiscal year.
The Company's services business generates a significant amount of its revenues
from cost plus fixed fee ("CPFF") contracts, which accounted for approximately
51% and 48% of its services revenues for the three and six month periods ended
December 31, 1996, respectively, compared to 44% for each of the same periods in
the prior fiscal 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
from firm fixed-price ("FFP") contracts. During the three and six month periods
ended December 31, 1996, the Company derived approximately 37% and 35%,
respectively, of its services revenues from T&M and FFP contracts compared to
42% and 43% for the same periods in the prior fiscal year. 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, which may result in losses from cost overruns. The Company
assumes greater performance risk on T&M and FFP 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. In addition, revenues generated from contracts
with government agencies are subject to audit and subsequent adjustment by
negotiation between the Company and representatives of such government agencies.
7
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IDENTIX INCORPORATED
MANAGEMENT'S DISCUSSION AND ANALYSIS - CONTINUED . . .
Gross Margin
Gross margin on net product revenues was 50% and 48% for the three and six month
periods ended December 31, 1996, respectively, as compared to 47% for each of
the same periods in the prior fiscal year. The increase in gross margin was
primarily due to (i) the inclusion of higher gross margin product sales by
Fingerscan and (ii) increased manufacturing efficiencies because of the increase
in unit volume and the absorption of manufacturing overhead resulting from
higher production levels.
Gross margin on services revenues was 27% and 23% for the three and six month
periods ended December 31, 1996, respectively, as compared to 18% for each of
the same periods in the prior fiscal year. The increase in gross margin was
primarily due to increased gross margins on revenues generated by ANADAC's
information technology group. The Company anticipates that in future quarters,
gross margin as a percentage of services revenue will approximate the percentage
level obtained in the prior year periods.
Research, Development and Engineering
Research, development and engineering expenses were $576,000 and 1,028,000 or 9%
and 8% of net product revenues for the three and six month periods ended
December 31, 1996, respectively, compared to $353,000 and 689,000 or 16% and 13%
of net product revenues for the same periods in the prior fiscal year. In
addition, for the three and six month periods ended December 31, 1996, research,
development and engineering expenditures funded by customers were $61,000 and
$186,000, respectively, compared to $45,000 and $74,000 for the same periods in
the prior fiscal year. The increase in research, development and engineering
expenses in absolute dollars is primarily due to the inclusion of research,
development and engineering expenses incurred by Fingerscan to develop and
maintain certain Bio-ID products and, in general, the addition of engineering
staff and related expenses to further develop and enhance the Company's
products. The Company believes that investment in research and development is
critical to maintaining a strong technological position in the industry and
therefore expects research, development and engineering expenses to continue to
increase in absolute dollars in the future fiscal 1997 quarters.
Marketing and Selling
Marketing and selling expenses were $1,962,000 and 3,587,000 or 17% and 15% of
total revenues for the three and six month periods ended December 31, 1996,
respectively, compared to $1,046,000 and 1,929,000 or 14% and 13% of total
revenues for the same periods in the prior fiscal year. The increase in
marketing and selling expenses is due to the inclusion of Fingerscan's
marketing and selling expenses and increased staffing and expenses to
(i) promote the Company's products and services, (ii) expand its customer
service organization and (iii) expand international sales and distribution.
General and Administrative
General and administrative expenses were $1,905,000 and $3,642,000 or 16% and
15% of total revenues for the three and six month periods ended December 31,
1996, respectively, compared to $1,021,000 and 1,926,000 or 14% and 13% of total
revenues for the same period in the prior fiscal year. The increase in general
and administrative expenses was primarily due to (i) litigation expenses of
$308,000 and $636,000 for the three and six month periods ended December 31,
1996, respectively, related to a patent infringement lawsuit filed by a
competitor and a class action suit filed against the Company compared to $30,000
in each of the same periods in the prior fiscal year (see Note 4 of Notes To
Consolidated Financial Statements), (ii) the additional administrative expenses
related to the operations of Fingerscan and (iii) an increase in staffing and
other related administrative expenses.
8
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IDENTIX INCORPORATED
MANAGEMENT'S DISCUSSION AND ANALYSIS - CONTINUED . . .
Net Interest Expense
Net interest expense was $63,000 and $114,000 for the three and six month
periods ended December 31, 1996, respectively, compared to net interest income
of $20,000 and $60,000 for the same periods in the prior fiscal year. The
difference was due to increased borrowings under the Company's lines of credit
and lower cash balances for temporary investments during the three and six month
periods ended December 31, 1996 compared to the same periods in the prior fiscal
year.
During the three and six month periods ended December 31, 1996, the weighted
average interest rate paid by the Company on its line of credit (the "Identix
Line of Credit") was 8.27% and 8.41%, respectively. The weighted average
interest rate paid by ANADAC on its bank line of credit (the "ANADAC Line of
Credit") during the three and six month periods ended December 31, 1996 was
8.25%.
Other Income and Expense
For the three month period ended December 31, 1996, other income was $8,000
compared to other expense of $7,000 for the same period in the prior fiscal
year. For the six month period ended December 31, 1996 other expense was $1,000
compared to $17,000 for the same period in the prior fiscal year.
Provision for Income Taxes
The provision for income taxes consists primarily of federal alternative minimum
tax and state taxes. The rate is substantially below the federal statutory rate
due to the utilization of federal net operating loss carryforwards for which no
benefit has previously been taken.
LIQUIDITY AND CAPITAL RESOURCES
The Company financed its operations during the six months ended December 31,
1996 primarily from its existing working capital at June 30, 1996 and borrowings
under the Identix Line of Credit and the ANADAC Line of Credit. As of December
31, 1996, the Company's principal sources of liquidity consisted of $14.7
million of working capital including $1,338,000 in cash and cash equivalents,
restricted cash of $1,715,000, the Identix Line of Credit and the ANADAC Line of
Credit.
The Identix Line of Credit is a $5,000,000 bank line of credit secured by all of
the personal property of Identix. Under the bank 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 (8.25% at December 31, 1996). The line of
credit expires on October 3, 1997. At December 31, 1996, $2,300,000 was
outstanding and $1,609,000 was available under the Identix Line of Credit. The
Identix Line of Credit agreement contains financial and operating covenants,
including restrictions on the Company's ability to pay dividends on the
Company's common stock.
The ANADAC Line of Credit is a $6,000,000 bank line of credit secured by
ANADAC's accounts receivable and certain other assets. Under the ANADAC Line of
Credit, ANADAC may borrow against qualified accounts receivable. Amounts drawn
bear interest at the bank's prime rate of interest (8.25% at December 31, 1996).
The line of credit expires on October 31, 1997. At December 31, 1996, $1,125,000
was outstanding and $3,433,000 was available under the ANADAC Line of Credit.
The ANADAC Line of Credit agreement contains financial and operating covenants.
9
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IDENTIX INCORPORATED
MANAGEMENT'S DISCUSSION AND ANALYSIS - CONTINUED . . .
Net cash provided by operating activities during the six months ended December
31, 1996 was $1,696,000 due primarily to increases in accounts payable of
$959,000 and deferred revenue of $550,000 and adjustments for non-cash
depreciation and amortization of $598,000. The increase in accounts payable is
primarily due to financing the increase in inventories and timing of vendor
payments and the increase in deferred revenue is primarily due to (i) an
increase in the number of live-scan systems under maintenance contracts and (ii)
an increase in advance payments for fingerprint services under contract. These
sources of cash for operating activities were offset, in part, by increases in
inventory of $782,000. The increase in inventories was due primarily to the
stocking of certain inventory for the Company's Fingerscan subsidiary.
Net cash used in investing activities during the six months ended December 31,
1996 was $1,449,000 due primarily to purchases of property and equipment of
$964,000 and additions to intangibles and other assets of $485,000 primarily
related to capitalized software development costs.
Net cash provided by financing activities during the six months ended December
31, 1996 was $1,813,000 due primarily to increased net borrowings against the
Company's lines of credit.
Identix did not have any material capital expenditure commitments as of December
31, 1996.
The Company believes that cash flow from operations together with existing
working capital and two bank lines of credit maintained by the Company will be
adequate for the Company's cash requirements for fiscal 1997. However, the
Company may require additional equity or debt financing beyond the amounts
currently forecasted by the Company to meet its working capital or capital
equipment needs. There can be no assurance that the Company would be able to
obtain such financing or that the terms of financing would be favorable to the
Company.
10
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IDENTIX INCORPORATED
MANAGEMENT'S DISCUSSION AND ANALYSIS - CONTINUED . . .
RISK FACTORS
The Company's future operation, financial performance, business and share price
may be affected by a number of factors, including the following, any of which
could cause actual results to vary materially from anticipated results or from
those expressed in any forward-looking statements made by the Company in this
Report on Form 10-Q for the three and six month periods ended December 31, 1996,
or in other reports, press releases or other statements issued from time to
time.
FLUCTUATIONS IN QUARTERLY RESULTS; HISTORY OF LOSSES
The Company's quarterly operating results have in the past been, and will
continue to be, subject to significant variations resulting from a number of
factors, many of which are outside of the Company's control and any one of which
could substantially affect the Company's results of operations for any
particular fiscal period. The Company's revenues in any period have been, and in
the near term are expected to be, derived from large orders from a limited
number of customers, which in most cases are government agencies or resellers
who sell the Company's products to government agencies. Accordingly, revenues in
a particular quarter will be dependent upon the timing and size of major orders
and the timing of recognition of revenues from those orders. Government agencies
are subject to political and budgetary constraints and orders from them may be
canceled or substantially delayed or the receipt of revenues or payments
substantially delayed due to political and budgetary processes or other
scheduling delays relating to the contract or bidding process. In addition, the
Company's contracts with local government agencies may be contingent upon
availability of matching funds from state or federal entities. Other factors
which can result in fluctuations in quarterly results of operations include
budgetary and purchasing cycles of government agencies; changes in the mix of
products and services sold; the pricing of existing and future products by the
Company's competitors; the introduction of new or enhanced products by the
Company or its competitors and the market acceptance thereof; expenses related
to, and results of, litigation; percentage of and costs associated with FFP
contracts and T&M contracts; the availability and cost of key components; and
fluctuations in general economic conditions. The Company also may choose to
reduce prices or to increase spending in response to competition or to pursue
new market opportunities, all of which may adversely affect the Company's
business, financial condition and results of operations. Further, the lead time
for ordering parts and materials and building the Company's products can be many
months and the Company orders parts and materials and builds products based on
its forecasted demand for the products. If demand for the Company's products
lags significantly behind the Company's forecasts, the Company runs the risk of
building too large an inventory, which may adversely affect cash flow and may
result in write-offs or write-downs of inventory because of product
obsolescence. Due to the foregoing factors, the Company's operating results may
be below the expectations of public market analysts and investors in some future
quarters, which would likely result in a decline in the trading price of the
Company's common stock. The Company believes that period-to-period comparisons
of its results of operations should not be relied upon as indications of future
performance.
At December 31, 1996, the Company had an accumulated deficit of approximately
$30.3 million. The Company experienced net losses in each year since inception,
including a net loss of approximately $3.4 million for fiscal 1996 which
included a $4.7 million write-off of in-process research and development
acquired when the Company purchased Fingerscan on March 26, 1996. There can be
no assurance that the Company will be able to achieve profitability in any
future periods.
11
<PAGE> 14
IDENTIX INCORPORATED
MANAGEMENT'S DISCUSSION AND ANALYSIS - CONTINUED . . .
DEPENDENCE UPON NEW AND UNCERTAIN MARKETS; UNCERTAINTY OF MARKET ACCEPTANCE
Substantially all of the Company's product revenues to date have been, and for
the foreseeable future are anticipated to be, derived from Bio-ID products and
biometric imaging products. These products represent new technologies which have
not gained widespread commercial acceptance. In particular, Bio-ID products
represent a new approach to identity verification which has only been used in
very limited applications to date. The expansion of the market for the Company's
products depends on a number of factors, including the cost and reliability of
the Company's products and products of competitors, customers' perception of the
perceived benefits of these products, public perceptions of the intrusiveness of
these products and the manner in which agencies are using the fingerprint
information collected, public confidence as to confidentiality of private
information, customers' satisfaction with the Company's products, and publicity
regarding these products. Public objections have been raised to the use of
biometric imaging products for some applications on civil liberties grounds. The
Company's future success is dependent upon the development and expansion of
markets for Bio-ID products and biometric fingerprinting products both
domestically and internationally. In addition, even if markets develop for
Bio-ID products and additional markets develop for biometric imaging products,
there can be no assurance that the Company's products will gain wide market
acceptance. A number of factors may limit the market acceptance of the Company's
products, including the performance and price of the Company's products compared
to competitive products or technologies, the practicalities of developing the
infrastructure necessary to support certain Bio-ID applications such as ATMs and
point-of-sale applications, the nature of technological innovations and new
product development activities by the Company and its competitors, and the
extent of marketing efforts by the Company's collaborators or partners. If the
markets for the Company's products fail to develop or develop more slowly than
anticipated or if the Company's products fail to gain wide market acceptance,
the Company's business, financial condition and results of operations would be
materially and adversely affected.
COMPETITION AND TECHNOLOGICAL CHANGE
The markets for Bio-ID products and biometric imaging systems are extremely
competitive and are characterized by rapid technological change, both as a
result of technical developments exploited by competitors, the changing
technical needs of the customers and frequent introductions of new features. In
addition, the Company is experiencing intense price competition in the law
enforcement market and, to a lesser extent, price competition in the markets
where the Company sells its Bio-ID products. The Company expects competition to
increase as other companies introduce additional and more competitive products.
In order to compete effectively in this environment, the Company must
continually be able to develop and market new and enhanced products and market
those products at competitive prices. There can be no assurance that the Company
will be able to make the technological advances necessary to compete
successfully in its products business. Some of the Company's present and
potential competitors have financial, marketing and research resources
substantially greater than those of the Company. Existing and new competitors
may enter or expand their efforts in the Company's product markets, or develop
new products to compete against the Company's products. No assurance can be
given that the Company's competitors will not develop new technologies or
enhancements to existing products or introduce new products that will offer
superior price or performance features or that new products or technologies will
not render obsolete the products of the Company. For example, other companies
are currently developing or have brought to market other methods of biometric
identification such as hand geometry, voice recognition, signature recognition
or retina scanning, which could significantly reduce the potential market for
the Company's products if successfully commercialized. The Company believes that
to remain competitive in the future it will need to invest increasing financial
resources in research and development. The Company's Bio-ID products also face
competition from non-biometric technologies such as traditional key, card and
surveillance systems, PINs and similar traditional verification methods.
12
<PAGE> 15
IDENTIX INCORPORATED
MANAGEMENT'S DISCUSSION AND ANALYSIS - CONTINUED . . .
In its services business, the Company faces substantial competition from
professional services providers of all sizes in the government professional
services market. ANADAC is increasingly being required to bid on FFP and similar
contracts that result in greater performance risk to ANADAC. If ANADAC is not
able to maintain a competitive cost structure, support specialized market
niches, retain its trained technical personnel or align with technology leaders,
its ability to compete successfully will be materially and adversely affected.
DEPENDENCE ON NEW PRODUCT INTRODUCTIONS
The Company's future success will depend upon its ability to address the needs
of the market by enhancing its current products and by developing and
introducing new products on a timely basis that keep pace with technological
developments and emerging industry standards (including FBI accreditation
standards), respond to evolving customer requirements and achieve market
acceptance. The development of new, technologically-advanced products and
product enhancements is a complex and uncertain process requiring high levels of
innovation, as well as the accurate anticipation of technological and market
trends. Any failure by the Company to anticipate or adequately respond to
technological developments or end user requirements, or any significant delays
in product development or introduction, could result in a loss of
competitiveness or revenue. There can be no assurance that the Company will be
successful in developing and marketing product enhancements or new products on a
timely basis if at all, that the Company will not experience difficulties that
could delay or prevent the successful development, introduction and sale of
these products, or that any of its new products and product enhancements will
adequately meet the requirements of the marketplace and achieve market
acceptance. If the Company is unable, for technological or any other reason, to
develop, introduce and sell its products in a timely manner, the Company's
business, financial condition and results of operations would be materially and
adversely affected. In addition, because a number of the Company's biometric
imaging products and Bio-ID products are incorporated into systems marketed by
other companies, or are co-marketed together with other products or services
sold by other companies, the failure to introduce products in a timely manner
may cause such companies to seek alternative suppliers or marketing partners.
From time to time, the Company or its present or future competitors may announce
new products, capabilities or technologies that have the potential to replace
the Company's existing products. There can be no assurance that announcements of
currently planned or other new products will not cause customers to delay or
alter their purchasing decisions in anticipation of such products, which could
have a material adverse effect on the Company's business, financial condition
and results of operations. In addition, new product introductions may contribute
to fluctuations in quarterly operating results or result in the early
obsolescence of the Company's products, because customers may forego ordering
the Company's existing products. If the Company's new products have reliability
or quality problems, the Company may experience reduced orders, higher
manufacturing costs, delays in collecting accounts receivable and additional
service and warranty expense.
UNCERTAINTY RELATED TO CONTRACTS FOR SERVICES WITH GOVERNMENT AGENCIES
During the fiscal year ended June 30, 1996 and the six month period ended
December 31, 1996, the Company's services business derived approximately 65% and
71%, respectively, of its revenue directly from contracts relating to the DOD
and other U.S. Government agencies. Because of downsizing in certain government
programs, the Company has been expanding its services to other targeted
government agencies and commercial organizations, but there can be no assurance
that the results of these efforts will be substantial enough to offset any
decline in revenue from government programs that have been downsizing. There can
be no assurance that the Company's services business will not be adversely
affected by further downsizing in the government agencies to which the Company
provides services.
13
<PAGE> 16
IDENTIX INCORPORATED
MANAGEMENT'S DISCUSSION AND ANALYSIS - CONTINUED . . .
During fiscal year ended June 30, 1996 and the six month period ended December
31, 1996, the Company derived approximately 41% and 35%, respectively, of
services revenues from T&M contracts and 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, which may result in losses from cost overruns. The Company
assumes greater performance risk on FFP and T&M contracts and the failure to
estimate accurately 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 such overruns for any FFP
and T&M contracts it is awarded. In addition, revenues generated from contracts
with government agencies are subject to audit and subsequent adjustment by
negotiation between the Company and representatives of such government agencies.
If such revenues are audited, there can be no assurance that no adjustments
would be made and that such adjustments would not have a material adverse effect
on the Company's business, financial condition and results of operations.
OTHER PUBLIC AGENCY CONTRACT CONSIDERATIONS
A majority of the Company's revenues are derived from the sale of
products and services to governmental agencies or OEMs who sell products to
government agencies. Government agencies frequently require provisions in
contracts that are not 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. As public agencies, the Company's customers and prospective
customers are also subject to public agency contract requirements which vary
from jurisdiction to jurisdiction. Future sales to public agencies will depend
on the Company's ability to meet public agency contract requirements, certain
of which may be onerous or even impossible for the Company to satisfy. In
addition, public agency contracts are frequently awarded only after formal
competitive bidding processes, which have been and may continue to be
protracted, and typically contain provisions that permit cancellation in the
event that funds are unavailable to the public agency. There can be no
assurance that the Company will be awarded any of the contracts for which its
products are bid or, if awarded, that substantial delays or cancellations of
purchases will not result from protests initiated by losing bidders.
DEPENDENCE ON COLLABORATIVE PARTNERS FOR PRODUCT DISTRIBUTION
The Company's strategy for the distribution of certain of its products requires
entering into various arrangements with corporate collaborators. These
agreements often are of short duration, terminable with little or no notice, and
subject to periodic amendment. Although the Company believes that its
collaborative partners and the systems integrators with which it works have an
economic motivation to promote or use the Company's products, the amount and
timing of resources to be devoted to these activities are not within the control
of the Company. There can be no assurance that such parties will actively
promote the Company's products or pursue installations which use the Company's
equipment, that any distribution or other arrangements with the Company will not
be terminated or renegotiated or that the Company will derive any revenues from
such arrangements. The Company intends to continue to seek collaborative
arrangements to commercialize certain of its products. There can be no assurance
that the Company will be able to negotiate acceptable collaborative arrangements
in the future or that current or future collaborative arrangements will be
successful.
14
<PAGE> 17
IDENTIX INCORPORATED
MANAGEMENT'S DISCUSSION AND ANALYSIS - CONTINUED . . .
RISKS ASSOCIATED WITH INTERNATIONAL EXPANSION
Approximately 31% and 13% of the Company's net product revenues were
for foreign installations in the six month period ended December 31, 1996 and
the fiscal year ended June 30, 1996, respectively. A key component of the
Company's strategy is to continue expansion into international markets. There
can be no assurance that the Company will be able to market, sell and deliver
its products in these foreign countries. In addition to the uncertainty as to
the Company's ability to expand its international presence, there are certain
risks inherent in foreign operations, including longer accounts receivable
payment cycles in certain countries, general economic conditions in each
country, seasonal reductions in business activity during the summer months in
Europe and certain other parts of the world, delays in or prohibitions on
exporting products resulting from export restrictions for certain technologies
(such as encryption technology), fluctuations in foreign currencies,
fluctuations in the U.S. Dollar which can increase the sales price of the
Company's products in local currencies, loss of revenue, property and equipment
from expropriation, nationalization, war, insurrection, terrorism and other
political risks, the overlap of different tax structures, risks of increases in
taxes and other government fees and involuntary renegotiation of contracts with
foreign governments. The Company is also at risk from changes in foreign and
domestic laws, regulations and policies governing foreign operations. There can
be no assurance that laws or administrative practice relating to taxation,
foreign exchange or other matters of countries within which the Company
operates or will operate will not change. Any such change could have a material
adverse effect on the Company's business, financial condition and results of
operations. In addition, the laws of foreign countries treat the protection of
proprietary rights differently from, and may not protect the Company's
proprietary rights to the same extent as, laws in the United States.
DEPENDENCE ON LARGE ORDERS BY CUSTOMERS
The Company's revenues have principally consisted, and will continue to consist
principally, of large orders from a limited number of customers. While the
individual customers may vary from period to period, the Company is nevertheless
dependent upon these large orders for a substantial portion of its total
revenues. There can be no assurance that the Company will be able to obtain
large orders on a consistent basis. The Company's inability to obtain sufficient
large orders would have a material adverse effect on the Company's business,
financial condition and results of operations. Moreover, the timing and shipment
of such orders may cause the operating results of the Company in any given
quarter to differ from projections of securities analysts, which could adversely
affect the trading price of the Company's common stock. Losses arising from
customer disputes regarding shipping schedules, product condition or
performance, or the Company's inability to collect accounts receivable from any
major customer could also have a material adverse effect on the Company's
business, financial condition and results of operations.
Orders for the Company's biometric imaging products are often subject to delays
associated with the lengthy approval processes that typically accompany large
capital expenditures by government agencies. The Company's total revenues depend
in significant part upon the decision of a government agency to adopt and
integrate the Company's systems, which often involves a significant capital
commitment as well as significant future support costs. Similar delays may also
be experienced from government agencies procuring the Company's services. The
Company often has a lengthy sales cycle while the customer evaluates and
receives approvals for the purchase of the Company's products or services. Any
significant failure by the Company to receive an order after expending
significant funds and effort could have a material adverse effect on its
business, financial condition and results of operations. It may be difficult to
accurately predict the sales cycle of any large order. In the event one or more
large orders fail to be shipped as forecasted for a fiscal quarter, the
Company's total revenues and operating results for such quarter could be
materially and adversely affected. In addition, even if the Company receives
such an order, the order may be contingent upon availability of matching funds
from state or federal entities or may be canceled or receipt of revenues may be
substantially delayed due to political and budgetary processes.
15
<PAGE> 18
IDENTIX INCORPORATED
MANAGEMENT'S DISCUSSION AND ANALYSIS - CONTINUED . . .
RISK OF PRODUCT DEFECTS AND FAILURE TO MEET PERFORMANCE CRITERIA
Complex products such as those offered by the Company may contain undetected or
unresolved defects or may fail initially to meet customers' performance criteria
when first introduced or as new versions are released. There can be no assurance
that, despite testing by the Company, defects or performance flaws will not be
found in new products or new versions of products following commercial release
or that performance failures will not result, causing loss of market share,
delay in or loss of market acceptance, additional warranty expense or product
recall. In addition, the failure of products to meet performance criteria could
result in delays in recognition of revenue and higher operating expenses during
the period required to correct and such defects. There is a risk, that for
unforeseen reasons, the Company may be required to repair or replace a
substantial number of products in use or to reimburse persons for products that
fail to work or meet strict performance criteria. Any such occurrence could have
a material adverse effect on the Company's business, financial condition and
results of operations. The Company does carry product liability insurance, but
there can be no assurance that existing coverage is adequate for current
operations or will be adequate for future operations. The Company's business
could be adversely affected by the assertion of product liability claims.
PROTECTION OF PROPRIETARY TECHNOLOGY
The Company's ability to compete effectively will depend in part on its ability
to maintain the proprietary nature of its technology, products and manufacturing
processes. The Company principally relies upon patent, copyright, trade secret
and contract law to establish and protect its proprietary rights. The success of
the Company's products business will depend in part on its proprietary
technology and the Company's protection of such technology. The Company holds
United States and foreign patents covering certain of its products and
technologies and has other patent applications pending. No assurance can be
given that the claims allowed on any patents held by the Company will be
sufficiently broad to protect the Company's technology. In addition, no
assurance can be given that any patents issued to the Company will not be
challenged, invalidated or circumvented or that the rights granted thereunder
will provide competitive advantages to the Company. The loss of patent
protection on the Company's technology or the circumvention of its patent
protection by competitors could have a material adverse effect on the Company's
ability to compete successfully in its products business. There can be no
assurance that any existing or future patent applications by the Company will
result in issued patents with the scope of the claims sought by the Company, or
at all, that any current or future issued or licensed patents, trade secrets or
know-how will afford sufficient protection against competitors with similar
technologies or processes, or that any patents issued will not be infringed upon
or designed around by others. In addition, there can be no assurance that others
will not independently develop proprietary technologies and processes which are
the same as or substantially equivalent or superior to those of the Company.
Further, there can be no assurance that the Company has not or will not infringe
prior or future patents owned by others, that the Company will not need to
acquire licenses under patents belonging to others for technology potentially
useful or necessary to the Company, or that such licenses will be available to
the Company, if at all, on terms acceptable to the Company. Litigation, which
could result in substantial cost to the Company and diversion of management
attention, may also be necessary to enforce any patents issued to the Company or
to determine the scope and validity of other parties' proprietary rights. If the
outcome of any such litigation is adverse to the Company, its business could be
adversely affected. To determine the priority of inventions, the Company may
have to participate in interference proceedings declared by the United States
Patent and Trademark Office or oppositions in foreign patent offices, which
could result in substantial cost to the Company and limitations on the scope or
validity of the Company's patents. The Company also relies on trade secrets and
proprietary know-how which it seeks to protect by confidentiality agreements
with its employees and consultants and with third parties. There can be no
assurance that these agreements will not be breached, that the Company will have
adequate remedies for any breach, or that its trade secrets and proprietary
know-how will not otherwise become known or be independently discovered by
others.
16
<PAGE> 19
IDENTIX INCORPORATED
MANAGEMENT'S DISCUSSION AND ANALYSIS - CONTINUED . . .
RISKS ASSOCIATED WITH MANAGING EXPANSION OF OPERATIONS
The Company has experienced significant growth in recent years and
believes that in order to be successful it must continue to seek rapid growth.
In order to support growth, the Company will be required to expand,
train and manage its employee base, particularly skilled technical, marketing
and management personnel. Rapid growth will also require an increase in the
level of responsibility for both existing and new management and will require
the Company to implement and improve operational, financial and management
information procedures and controls. The Company competes with some of the
major technology, consulting and software companies in seeking to attract
qualified personnel. There can be no assurance that the management skills and
systems currently in place will be adequate or that the Company will be able to
manage any significant growth it experiences effectively and to hire or
assimilate new personnel necessary to pursue its growth strategy. Any failure
to adequately manage growth could materially and adversely affect the Company's
business, financial condition and results of operations.
DEPENDENCE UPON SOLE AND LIMITED SOURCES OF SUPPLY; RISKS ASSOCIATED WITH
IMPLEMENTATION OF LARGER SCALE MANUFACTURING CAPABILITIES
Certain of the components included in the Company's products are obtained from a
single source or a limited group of suppliers, the most important of which are
the charge coupled devices and ASICs for the Bio-ID products and the charge
coupled devices for the biometric imaging products. The Company has no long term
agreements with any of its suppliers. Although the Company seeks to reduce
dependence on these sole and limited sources of suppliers, the partial or
complete loss of certain of these sources or the delay in receiving supplies
from these sources could result in delays in manufacturing and shipping of
products to customers and require the incurrence of development and other costs
to establish alternative sources of supply. While the Company attempts to
maintain a few months worth of inventory on sole sourced components, it may take
the Company several months to locate alternative suppliers if required, and/or
to re-tool its products to accommodate components from different suppliers. If
the Company is required to seek alternative suppliers, there can be no assurance
that the Company will be able to obtain such components within the time frames
required by the Company at an affordable cost, or at all. Any delays resulting
from suppliers failing to deliver components on a timely basis in sufficient
quantities and of sufficient quality or any significant increase in the price of
components from existing or alternative suppliers could have a material adverse
effect on the Company's business, financial condition and results of operations.
Historically, the volume of the Company's production requirements for the law
enforcement and public sectors has not placed significant capacity constraints
on the Company's manufacturing and assembling capabilities. However, as the
Company begins to market its products for potentially larger volume commercial
applications such as time-and-attendance and computer database security, the
Company may be required to fulfill larger orders in a short period of time and
to implement measures to decrease product costs. There can be no assurance that
the Company will be able to scale-up its manufacturing and assembling capacities
to fulfill such orders and to decrease manufacturing costs. Any failure by the
Company to implement higher volume manufacturing or reduce product costs for
commercial applications could have a material adverse effect on the Company's
business, financial condition and results of operations.
RISKS ASSOCIATED WITH ACQUISITIONS
As part of its business strategy, the Company intends to acquire assets and
businesses principally relating to or complementary to its current operations.
The Company acquired Fingerscan in March 1996 and IAS in June 1996. These and
any other acquisitions by the Company will be accompanied by the risks commonly
encountered in acquisitions of companies. Such risks include, among other
things, potential exposure to unknown liabilities of acquired companies or to
acquisition costs and expenses exceeding amounts anticipated for such purposes;
fluctuations in the Company's quarterly and annual operating results due to the
costs and expenses of acquiring and integrating new businesses; the difficulty
and expense of assimilating the operations and personnel of the companies; the
potential disruption of the Company's ongoing business and diversion of
management time and attention; the inability of management to maximize the
Company's financial and strategic position by the successful incorporation of
acquired technology; the maintenance of uniform
17
<PAGE> 20
IDENTIX INCORPORATED
MANAGEMENT'S DISCUSSION AND ANALYSIS - CONTINUED . . .
standards, controls, procedures and policies; the impairment of relationships
with and possible loss of key employees and customers as a result of changes in
management; the incurrence of amortization expenses if an acquisition is
accounted for as a purchase; and dilution to the shareholders of the Company if
the consideration for the acquisition consists of stock. In addition, the
difficulty of integrating certain companies may be increased by geographic
distances. There can be no assurance that the Company will be successful in
overcoming these risks or any other problems encountered in connection with such
acquisitions.
DEPENDENCE UPON KEY PERSONNEL; NEED TO HIRE ADDITIONAL QUALIFIED PERSONNEL
The Company's success will depend upon its ability to retain its current senior
management team and key technical, marketing and sales personnel and its ability
to identify, attract and retain additional highly qualified personnel. The
Company's employees may voluntarily terminate their employment with the Company
at any time, and competition for qualified employees, especially engineers, is
intense. The process of locating additional personnel with the combination of
skills and attributes required to carry out the Company's strategy is often
lengthy. The loss of the services of key personnel, or the inability to attract
additional qualified personnel, could have a material adverse effect on the
Company's business, financial condition and results of operations.
VOLATILITY OF STOCK PRICE
The stock market has from time to time experienced significant price and volume
fluctuations that may be unrelated to the operating performance of particular
companies. In addition, the market price of the Common Stock, like the stock
prices of many technology companies, has been, and may continue to be, highly
volatile. Variations in quarterly operating results, the timing and volume of
procurements for the Company's products and services, announcements of
technological innovations or new products or services by the Company or by the
Company's competitors, announcements regarding product pricing by the Company or
its competitors, failure of the Company to meet earnings or revenue projections
of market analysts, the commencement of litigation, the developments in or
outcome of any litigation, developments in patent or other proprietary rights,
and economic and other external factors, among other factors, may have a
material adverse effect on the market price of the Common Stock.
SHARE HOLDINGS OF ASCOM HOLDING
As of December 31, 1996, Ascom USA Inc. ("Ascom"), beneficially owned
approximately 22% of the outstanding common stock. This concentration of
ownership may have the effect of delaying or preventing a change in control of
the Company. The Company is a party to a Voting Trust Agreement ("Voting Trust
Agreement") with Ascom whereby Ascom has deposited all of its 5,418,224 shares
of the Company's common stock ("Voting Stock") into a voting trust ("Voting
Trust"). The Trustee has voting control of the Voting Stock. The Voting Trust
Agreement expires in 2004. Ascom has preemptive rights with respect to
issuances of the Company's securities and registration rights with respect to
the securities it holds. The Company's ability to obtain additional financing
on favorable terms in the future may be adversely affected by the existence of
these preemptive rights and registration rights.
18
<PAGE> 21
IDENTIX INCORPORATED
PART II OTHER INFORMATION
Item 1. Legal Proceedings
The Company has been named as a defendant in a class action
lawsuit which was filed in October 1996 in the United States
District Court for the Northern District of California.
Certain executive officers of the Company are also named as
defendants. The plaintiff purports to represent a class of all
persons who purchased the Company's common stock between
January 31, 1996 and August 26, 1996 (the "Class Period"). The
complaint alleges claims under the federal securities laws and
California law. The plaintiff alleges that the Company and
certain of its executive officers made false and misleading
statements regarding the Company that caused the market price
of its common stock to be "artificially inflated" during the
Class Period. The complaint does not specify the amount of
damages sought. The Company has established a reserve for the
Company's estimate of the legal expenses to seek dismissal of
the lawsuit. The Company and its officers deny the allegations
and will defend itself vigorously against this action.
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. On August 22, 1996, the Court granted
the Company's motion determining that the TouchPrint 600 does
not infringe the patent. On December 7, 1996, the Court issued
another ruling determining that the predecessor product of the
TouchPrint 600, the TouchPrint 900 product, did not infringe
the patent. As a result, the Court entered judgment in favor
of Identix and awarded Identix its costs of suit. On January
7, 1997, DBI filed a Notice of Appeal and the matter is now
pending before the Federal Circuit Court of Appeals.
Item 4. Submission of Matters to a Vote of Security Holders
(a) The Annual Meeting of Shareholders was held on
October 30, 1996
(b) All Board of Directors nominees referenced in Item
4(c) below were elected at the Annual Meeting of
Shareholders on October 30, 1996.
(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>
Randall C. Fowler 22,440,004 150,519
Patrick H. Morton 22,337,809 252,714
Randall Hawks, Jr. 22,336,278 254,245
Fred U. Sutter 22,121,748 468,775
Larry J. Wells 22,439,948 150,575
Harrison N. Walther 22,336,747 253,776
Ed Zschau 22,425,769 164,754
</TABLE>
19
<PAGE> 22
(2) Two amendments to the Identix Incorporated Equity
Incentive Plan (the "Incentive Plan) were
approved. The approved amendments (i) increased
the number of shares available for issuance under
the Incentive Plan by 250,000 shares to a total
of 1,250,000 and (ii) provided that nonemployee
directors of the Company may participate under
the Incentive Plan. The number of shares voted in
favor of the amendments was 21,279,045, the
number of shares voted against was 1,032,925, the
number of shares that abstained was 227,253, and
there were 51,300 broker non-votes.
(3) An amendment to the Company's Articles of
Incorporation to increase the number of
authorized shares of common stock from 30,000,000
to 50,000,000 was approved. The number of shares
voted in favor of the amendment was 21,526,726,
the number of shares voted against was 871,560,
the number of shares that abstained was 132,402,
and there were 59,835 broker non-votes.
(4) The appointment of Price Waterhouse LLP as
independent accountants of the Company for the
fiscal year ending June 30, 1997 was ratified.
The number of shares voted in favor of the
appointment was 22,429,588, the number of shares
voted against was 46,084, the number of shares
that abstained was 114,851, and there were no
broker non-votes.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Description
------ -----------
<S> <C>
10.24 December 1996 Amendment to Loan and
Security Agreement between Anadac, a
wholly owned subsidiary of the Company,
and Crestar Bank dated December 2, 1996
10.25 Amended and Restated Revolving Note
Agreement between Anadac, a
wholly owned subsidiary of the Company,
and Crestar Bank dated December 2, 1996
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,
1996.
20
<PAGE> 23
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
February 14, 1997
BY: /s/James P. Scullion
----------------------------------
James P. Scullion
Executive Vice President,
Chief Financial Officer and Secretary
21
<PAGE> 24
EXHIBIT INDEX
Exhibit
Number Description
------ -----------
10.24 December 1996 Amendment to Loan and
Security Agreement between Anadac, a
wholly owned subsidiary of the Company,
and Crestar Bank dated December 2, 1996
10.25 Amended and Restated Revolving Note
Agreement between Anadac, a wholly
owned subsidiary of the Company, and
Crestar Bank dated December 2, 1996
11.1 Statement of Computation of Earnings
Per Share
27.1 Financial Data Schedule
<PAGE> 1
EXHIBIT 10.24
DECEMBER 1996 AMENDMENT TO
LOAN AND SECURITY AGREEMENT
THIS DECEMBER 1996 AMENDMENT TO LOAN AND SECURITY AGREEMENT (the
Amendment), dated as of December 2, 1996 made by and between CRESTAR BANK, a
Virginia banking corporation (the "Lender"), ANADAC, INC., a Virginia
corporation (the "Parent"), and SYSTEM DYNAMICS, INC., a Delaware corporation
("SDI," and together with the Parent, the "Borrowers"), recites and provides:
RECITALS
The Parent, Defense Systems Concepts, Inc., a Maryland corporation
("DSC"), and the Lender are parties to a Loan and Security Agreement, dated as
of January 9, 1991 (the "Original Loan Agreement"). SDI subsequently became a
party to the Original Loan Agreement in accordance with the terms thereof, and
DSC subsequently was released as a party to the Original Loan Agreement. The
Original Loan Agreement has been amended by amendments dated August 5, 1992,
October 23, 1992, July 26, 1993, January 31, 1995, May 26, 1995, June 21, 1995
and May 24, 1996 (the Substantive Amendments). In addition, the Termination
Date, as defined in the Original Loan Agreement, has been extended from time to
time pursuant to various letter agreements (the Extension Letters). The
Original Loan Agreement, as amended to the date hereof by the Substantive
Amendments and the Extension Letters, and as further amended, modified or
supplemented from time to time, shall be referred to as the "Loan Agreement."
Terms defined in the Loan Agreement shall have the same defined meanings when
such terms are used in this Amendment.
The Borrowers and the Lender have agreed to amend the terms of the Loan
Agreement. Accordingly, for valuable consideration, the receipt and sufficiency
of which are acknowledged, the Borrowers and the Lender agree as follows:
AGREEMENT
1. Each of the following definitions in Section 1 of the Loan
Agreement is amended to read in its entirety as follows:
"'Maximum Amount' means, with respect to the Revolving Loans,
$6,000,000; provided, however, that the Maximum Amount shall be reduced
by an amount equal to the aggregate of the face amounts of letters of
credit issued by the Lender for the account of any Borrower."
"'Termination Date' means October 31, 1997, and any extension or
extensions thereof granted by the Lender in accordance with the
provisions of Section 2.1(h) below."
<PAGE> 2
2. Section 2.1(h) of the Loan Agreement is deleted in its entirety
and is replaced with the following provisions:
"(h) The Borrowers and the Lender from time to time may agree
to extend the Termination Date or increase the amount of credit to be
provided under this Agreement, or both. During any such periods of
extension, the remaining terms and conditions of this Agreement shall
remain in full force and effect, and the Borrowers shall execute and
deliver any amendments or modifications to the Loan Documents as the
Lender may require in connection with any such extension or increase.
Nothing in this Section 2.1(h) shall obligate the Lender to grant such
extensions or to increase the amount of credit provided under this
Agreement."
3. Section 7.1 of the Loan Agreement is deleted in its entirety
and is replaced with the following provisions:
"Section 7.1. Minimum Tangible Net Worth. The Parent will
maintain at all times a Tangible Net Worth of not less than (a)
$3,500,000 from December 31, 1996 through June 29, 1997, and (b)
$3,700,000 from June 30, 1997 and at all times thereafter."
4. Section 7.3 of the Loan Agreement is deleted in its entirety
and is replaced with the following provisions:
"Section 7.3. Leverage Ratio. The Parent will maintain as of the
end of each fiscal quarter of the Parent a ratio of Total Liabilities to
Tangible Net Worth of not greater than 2.25 to 1."
5. Simultaneously with the execution of this Amendment, the
Borrowers agree to execute and deliver to the Lender an amended and restated
Revolving Note, substantially similar to the Revolving Note currently held by
the Lender and reflecting the increased Maximum Amount. Each reference in the
Loan Documents to the "Revolving Note" shall be deemed to be a reference to the
Revolving Note as amended and restated by the amended and restated Revolving
Note required hereunder. Revolving Loans outstanding on the date hereof shall
be deemed to be Revolving Loans outstanding under such amended and restated
Revolving Note and shall be subject to the terms of the Loan Agreement and each
other Loan Document as any of the same are amended hereby.
6. Except for the amendments to the Loan Agreement and the
Revolving Note set forth above, the Loan Documents shall remain in full force
and effect. The Borrowers acknowledge and agree that this Amendment effects an
extension of the Termination Date,
2
<PAGE> 3
among other amendments, and is not a novation, and the Borrowers ratify and
confirm the remaining terms and provisions of the Loan Documents in all
respects.
7. The Borrowers represent and warrant that this Amendment has
been duly authorized, executed and delivered by each of them in accordance with
resolutions adopted by their respective boards of directors. All other
representations and warranties made by the Borrowers in the Loan Documents are
incorporated by reference in this Amendment and are deemed to have been
repeated as of the date of this Amendment, with the same force and effect as if
set forth in this Amendment, except that any representation or warranty
relating to any financial statements shall be deemed to be applicable to the
financial statements most recently delivered to the Lender in accordance with
the provisions of the Loan Documents.
8. The Borrowers jointly and severally agree to pay all costs and
expenses incurred by the Lender in connection with this Amendment, including,
but not limited to, reasonable attorneys' fees.
9. This Agreement shall be governed by the laws of the
Commonwealth of Virginia, without reference to conflict of laws principles.
10. This Amendment may be executed by the parties individually or
in any combination, in one or more counterparts, each of which shall be an
original and all of which together constitute one and the same instrument.
11. The Borrowers acknowledge and agree that there are no defenses,
counterclaims or setoffs against any of their respective obligations under the
Loan Documents.
[SIGNATURES ON FOLLOWING PAGE]
3
<PAGE> 4
WITNESS the following signatures.
ANADAC, INC.,
a Virginia corporation
By: /s/ Melinda K. Jensen
----------------------------
Melinda K. Jensen
Chief Financial Officer
SYSTEMS DYNAMICS, INC.,
a Delaware corporation
By: /s/ H. N. Walther
----------------------------
Name: H. N. Walther
--------------------------
Title: President
-------------------------
CRESTAR BANK,
a Virginia banking corporation
By: /s/ Diane D. Taylor
----------------------------
Diane D. Taylor
Senior Vice President
4
<PAGE> 1
EXHIBIT 10.25
AMENDED AND RESTATED
REVOLVING NOTE
$6,000,000 December 2, 1996
Fairfax, Virginia
FOR VALUE RECEIVED, the undersigned corporations (the Borrowers)
jointly and severally hereby promise to pay to the order of CRESTAR BANK, a
Virginia banking corporation (the Lender), at 8245 Boone Boulevard, Vienna,
Virginia 22182-3871, or such other location as the holder hereof may in writing
designate, the principal sum of SIX MILLION AND NO/00 DOLLARS ($6,000,000) (or
such lesser amount as shall equal the aggregate unpaid principal amount of the
Revolving Loans made by the Lender to the Borrowers under the Loan Agreement
(as hereinafter defined)), in lawful money of the United States of America in
immediately available funds, on demand, without counterclaim, defense or
offset, and to pay interest on the unpaid principal amount hereof, at such
office, in like money and funds, for the period commencing on the date each
Revolving Loan is made until such Revolving Loan shall be paid in full, at the
rate per annum and on the dates provided in the Loan Agreement. The Borrowers
may borrow, prepay without penalty, and reborrow hereunder in accordance with
the provisions of the Loan Agreement.
The Lender is hereby authorized by the Borrowers to maintain records of
the amount of each Revolving Loan made by the Lender under the Loan Agreement,
the date such Revolving Loan is made, and the amount of each payment or
prepayment of principal hereof received by the Lender. The Borrowers agree that
the amounts so evidenced in such records, absent manifest error, shall
constitute conclusive evidence of the amount owed hereunder.
This Amended and Restated Revolving Note (as further amended, modified,
supplemented, renewed or replaced from time to time, the Note) is the Note
referred to in the Loan and Security Agreement (as amended, modified or
supplemented from time to time, the Loan Agreement), dated as of January 9,
1991, between ANADAC, Inc., a Virginia corporation, Defense Systems Concepts,
Inc., a Maryland corporation (DSC), and the Lender, as assumed by System
Dynamics, Inc., a Delaware corporation, in accordance with the terms thereof,
and evidences the Revolving Loans made by the Lender under the Loan Agreement.
Capitalized terms used in this Note have the respective meanings assigned to
them in the Loan Agreement. This Note amends and restates in its entirety the
Revolving Note, dated February 3, 1994, in the principal amount of $4,000,000,
made by the Borrowers and DSC, and payable to the order of the Lender.
Upon the occurrence and continuation of an Event of Default, the
principal hereof and accrued interest hereon may be declared to be, or may
become, forthwith due and payable in the
<PAGE> 2
manner, upon the conditions and with the effect provided in the Loan Agreement.
Each Borrower, and every guarantor and endorser hereof, hereby waive
presentment, demand, notice of dishonor, protest and all other demands and
notices in connection with the delivery, acceptance, performance and
enforcement of this Note.
This Note shall be governed by and construed in accordance with the laws
of the Commonwealth of Virginia, without reference to conflict of laws
principles.
IN WITNESS WHEREOF, the Borrowers have caused this Note to be executed
by their duly authorized representatives as of the day and year first above
written.
ANADAC, INC.,
a Virginia corporation
By: /s/ Melinda K. Jensen
------------------------------
Melinda K. Jensen
Chief Financial Officer
SYSTEM DYNAMICS, INC., a
Delaware corporation
By: /s/ H.N. WALTHER
------------------------------
Name: H.N. WALTHER
------------------------------
Title: President
------------------------------
<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,
--------------------------------- ----------------------------
1996 1995 1996 1995
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net income (Loss) $ 42,000 $ (457,000) $ 202,000 $ (330,000)
============ ============ ============ ============
Number of shares used in computing per share amounts:
Weighted average common outstanding 24,331,000 23,352,000 24,327,000 23,084,000
Common equivalent shares attributable to
stock options and warrants 701,000 * 750,000 *
------------ ------------ ------------ ------------
Total weighted average common and common
equivalent shares outstanding 25,032,000 23,352,000 25,077,000 23,084,000
============ ============ ============ ============
Net income (Loss) per share $ 0.00 $ (0.02) $ 0.01 $ (0.01)
============ ============= ============ ============
</TABLE>
* Common equivalent shares had an anti-dilutive effect.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS FINANCIAL DATA SCHEDULE IS INCLUDED IN THIS FORM 10-Q IN COMPLIANCE WITH
THE COMMISSION'S RULES RELATING TO THE EDGAR FILING PROCESS. THIS SCHEDULE
CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE
SHEET AS OF DECEMBER 31, 1996 AND THE CONSOLIDATED STATEMENT OF OPERATIONS DATED
AS OF THE THREE AND SIX MONTH PERIODS ENDED DECEMBER 31, 1996 AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS AND ACCOMPANYING
NOTES.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-START> JUL-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 1,338,000
<SECURITIES> 0
<RECEIVABLES> 16,791,000
<ALLOWANCES> 572,000
<INVENTORY> 5,246,000
<CURRENT-ASSETS> 25,120,000
<PP&E> 2,653,000<F1>
<DEPRECIATION> 0<F1>
<TOTAL-ASSETS> 30,695,000
<CURRENT-LIABILITIES> 10,383,000
<BONDS> 0
0
0
<COMMON> 50,164,000
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 30,695,000
<SALES> 6,286,000
<TOTAL-REVENUES> 11,577,000
<CGS> 3,172,000
<TOTAL-COSTS> 11,476,000
<OTHER-EXPENSES> 0<F2>
<LOSS-PROVISION> 0<F2>
<INTEREST-EXPENSE> 0<F2>
<INCOME-PRETAX> 46,000
<INCOME-TAX> 4,000
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 42,000
<EPS-PRIMARY> 0.00
<EPS-DILUTED> 0<F2>
<FN>
<F1>PROPERTY, PLANT, AND EQUIPMENT IS SHOWN NET OF ACCUMULATED DEPRECIATION.
<F2>NOT SHOWN SEPARATELY WHEN REPORTING FORM 10-Q.
</FN>
</TABLE>
