SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 28, 2004.
OR
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from to .
Commission File Number 000-21559
VIISAGE TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 04-3320515 | |||||
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
|||||
| 296 Concord Road, Third Floor, Billerica, MA | 01821 | |||||
| (Address of principal executive offices) | (Zip Code) | |||||
| Registrants telephone number, including area code | (978) 932-2200 | |||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
þ Yes ¨ No
Indicate by a check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act) ¨Yes þ No
Indicate the number of shares outstanding of each of the registrants classes of common stock, as of the latest practicable date.
| Class | Outstanding at May 10, 2004 | |||
| Common stock, $.001 par value | 35,777,841 | |||
FORM 10 Q FOR THE QUARTER ENDED MARCH 28, 2004
INDEX
2
PART 1 FINANCIAL INFORMATION
Consolidated Balance Sheets
(in thousands)
| March 28, 2004 |
*December 31, 2003 | |||||
| (Unaudited) | ||||||
| Assets |
||||||
| Current Assets: |
||||||
| Cash and cash equivalents |
$ | 9,282 | $ | 6,666 | ||
| Accounts receivable |
9,343 | 7,057 | ||||
| Inventories and other costs and estimated earnings in excess of billings |
4,647 | 4,050 | ||||
| Other current assets |
1,162 | 439 | ||||
| Total current assets |
24,434 | 18,212 | ||||
| Property and equipment, net |
24,810 | 25,088 | ||||
| Goodwill |
63,613 | | ||||
| Intangible assets, net |
18,519 | 2,693 | ||||
| Restricted cash |
3,120 | 6,311 | ||||
| Other assets |
796 | 2,176 | ||||
| $ | 135,292 | $ | 54,480 | |||
| Liabilities and Shareholders Equity |
||||||
| Current Liabilities: |
||||||
| Accounts payable and accrued expenses |
$ | 11,051 | $ | 6,851 | ||
| Current portion of project financing |
4,175 | 3,734 | ||||
| Current portion of related party notes |
6,765 | 1,740 | ||||
| Total current liabilities |
21,991 | 12,325 | ||||
| Project financing |
7,013 | 5,813 | ||||
| Related party notes |
13,470 | 2,334 | ||||
| Other liabilities |
622 | | ||||
| Total liabilities |
43,096 | 20,472 | ||||
| Shareholders equity |
92,196 | 34,008 | ||||
| $ | 135,292 | $ | 54,480 | |||
| * | Derived from audited financial statements. |
The accompanying notes are an integral part of these financial statements.
3
Consolidated Statements of Operations
(in thousands, except per share data)
(Unaudited)
| Three Months Ended |
||||||||
| March 28, 2004 |
March 30, 2003 |
|||||||
| Revenue |
$ | 12,259 | $ | 8,155 | ||||
| Cost of revenue |
8,906 | 6,789 | ||||||
| Gross margin |
3,353 | 1,366 | ||||||
| Operating expenses: |
||||||||
| Sales and marketing |
1,493 | 1,411 | ||||||
| Research and development |
959 | 945 | ||||||
| General and administrative |
2,137 | 1,093 | ||||||
| Total operating expenses |
4,589 | 3,449 | ||||||
| Operating loss |
(1,236 | ) | (2,083 | ) | ||||
| Interest expense |
392 | 219 | ||||||
| Other income |
(21 | ) | | |||||
| Loss before income taxes |
(1,607 | ) | (2,302 | ) | ||||
| Provision for income taxes |
25 | 63 | ||||||
| Loss before cumulative effect of change in accounting principle |
(1,632 | ) | (2,365 | ) | ||||
| Cumulative effect of change in accounting principle |
| (12,131 | ) | |||||
| Net loss |
$ | (1,632 | ) | $ | (14,496 | ) | ||
| Basic and diluted net loss per share before cumulative effect of change in accounting principle |
$ | (0.05 | ) | $ | (0.12 | ) | ||
| Cumulative effect of change in accounting principle |
0.00 | (0.60 | ) | |||||
| Basic and diluted net loss per share |
$ | (0.05 | ) | $ | (0.72 | ) | ||
| Weighted average basic and diluted shares |
31,362 | 20,258 | ||||||
The accompanying notes are an integral part of these financial statements.
4
Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)
| Three Months Ended |
||||||||
| March 28, 2004 |
March 30, 2003 |
|||||||
| Cash Flows from Operating Activities: |
||||||||
| Net loss |
$ | (1,632 | ) | $ | (14,496 | ) | ||
| Adjustments to reconcile net loss to net cash |
||||||||
| Depreciation and amortization |
2,279 | 1,844 | ||||||
| Impact of cumulative effect of change in accounting Principle |
| 12,131 | ||||||
| Directors fees paid in common stock |
120 | 30 | ||||||
| Change in operating assets and liabilities: |
||||||||
| Accounts receivable |
828 | 1,926 | ||||||
| Costs and estimated earnings in excess of billings |
(273 | ) | 6,830 | |||||
| Other current assets |
(433 | ) | (371 | ) | ||||
| Accounts payable and accrued expenses |
(303 | ) | (1,457 | ) | ||||
| Net cash provided by operating activities |
586 | 6,437 | ||||||
| Cash Flows from Investing Activities: |
||||||||
| Decrease in restricted cash |
3,191 | 291 | ||||||
| Additions to property and equipment |
(369 | ) | (5,711 | ) | ||||
| Cash paid for acquisitions, net of cash acquired |
(5,227 | ) | | |||||
| Increase in other assets |
(415 | ) | (183 | ) | ||||
| Net cash used for investing activities |
(2,820 | ) | (5,603 | ) | ||||
| Cash Flows from Financing Activities: |
||||||||
| Net proceeds from project financing |
4,273 | | ||||||
| Principal payments on project financing |
(1,771 | ) | (1,297 | ) | ||||
| Net proceeds from issuance of common stock |
2,348 | 34 | ||||||
| Net cash provided by (used for) financing activities |
4,850 | (1,263 | ) | |||||
| Net increase (decrease) in cash and cash equivalents |
2,616 | (429 | ) | |||||
| Cash and cash equivalents, beginning of period |
6,666 | 2,212 | ||||||
| Cash and cash equivalents, end of period |
$ | 9,282 | $ | 1,783 | ||||
| Supplemental Cash Flow Information: |
||||||||
| Cash paid during the period for interest |
$ | 256 | $ | 236 | ||||
| Non Cash Activities: |
||||||||
| Directors fees paid in common stock |
$ | 120 | $ | 30 | ||||
| Services paid in common stock |
$ | 14 | $ | | ||||
| Acquisitions paid in common stock |
$ | 57,486 | $ | | ||||
| Acquisitions paid in related party financing |
$ | 15,300 | $ | | ||||
| Asset purchased with extended payment terms |
$ | 800 | $ | | ||||
The accompanying notes are an integral part of these financial statements
5
Notes to Financial Statements
1. DESCRIPTION OF BUSINESS
We deliver advanced technology identity solutions for governments, law enforcement agencies and businesses concerned with enhancing security, reducing identity theft, providing access control, and protecting personal privacy. We focus on identity solutions for civil identification, criminal identification and border management that improve personal convenience and security, deter fraud, reduce identification program costs, and protect personal privacy. By combining secure document and face recognition biometric technologies that quickly, reliably, and accurately identify individuals in both one-to-one and one-to-many situations, we have created innovative identity solutions. Our goal is to help our customers solve three critical aspects of verifying and managing identities:
| | assurance that an identification document is authentic, |
| | confidence that the person holding the identification document is uniquely tied to and authorized to use the document, and |
| | verification of the privileges granted to the individual holding the document. |
Our business involves two closely-related segments: secure credentials and biometrics. Our secure credentials solutions involve the design, development, marketing and implementation of integrated software and hardware solutions that produce identification credentials utilizing face recognition and other biometric technologies. The focus of our biometric technology solutions is primarily on applications designed to deter criminal and terrorist activities, including government research and development contracts.
We combine our proprietary biometric and secure credential software and hardware products with complementary industry standard products to create identity solutions that integrate into its customers environments. These turnkey solutions integrate secure document technologies, image and data capture, relational databases, and multiple biometrics, improving the customers ability to process and manage identity information. Applications include passports, drivers licenses, voter registration, national identification credentials, law enforcement, social services, access control, surveillance and PC network and Internet access security. Our primary customers are government agencies with particular penetration in U.S. government agencies such as the Department of State and state departments of motor vehicles, social services, and law enforcement. We are the sole source provider of high security technology and services to the U.S. Department of State for the production of U.S. passports and have captured a large percentage of the domestic drivers license market. We also have provided services under subcontracts for projects in the United Arab Emirates, Jamaica, the Philippines and the U.S. Immigration and Naturalization Service.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial data as of March 28, 2004 and December 31, 2003, and for the three month periods ended March 28, 2004 and March 30, 2003, have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. The December 31, 2003 balance sheet was derived from audited financial statements, but does not include all disclosures required by generally accepted accounting principles. These financial statements should be read in conjunction with the financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2003.
6
In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows as of March 28, 2004 and for the three month periods ended March 28, 2004 and March 30, 2003, have been made. The results of operations for the period ended March 28, 2004 are not necessarily indicative of the operating results for the full year.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Stock-Based Compensation
At March 28, 2004, we account for our stock-based compensation plans using the intrinsic value method, in accordance with the provisions of APB Opinion No. 25, Accounting for Stock Issued to Employees, and comply with the disclosure provisions of Statements of Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-Based Compensation, and SFAS No. 148, Accounting for Stock-Based Compensation- Transition and Disclosure. No stock-based employee compensation cost was reflected in net loss, as all options granted under those plans had an exercise price equal to the fair market value of the underlying common stock on the date of grant.
The following table illustrates, in accordance with the provisions of SFAS No. 148, Accounting for Stock-Based CompensationTransition and Disclosure, the effect on net loss and loss per share if we had applied the fair value recognition provisions of SFAS No. 123, Accounting for Stock-Based Compensation, to stock-based employee compensation.
| Three Months Ended |
||||||||
| March 28, 2004 |
March 30, 2003 |
|||||||
| Net loss as reported |
$ | (1,632 | ) | $ | (14,496 | ) | ||
| Add: stock based employee compensation expense |
| | ||||||
| Deduct: total stock based employee compensation expense |
(993 | ) | (602 | ) | ||||
| Pro forma net loss |
$ | (2,625 | ) | $ | (15,098 | ) | ||
| Loss per share: |
||||||||
| Basic and dilutedas reported |
$ | (0.05 | ) | $ | (0.72 | ) | ||
| Basic and dilutedpro forma |
(0.08 | ) | (0.75 | ) | ||||
7
The fair value of the Companys stock-based option awards to employees was estimated assuming no expected dividends and the following weighted-average assumptions:
| March 28, 2004 |
March 30, 2003 |
|||||
| Risk free interest rate |
4.0 5.0 | % | 4.0 5.0 | % | ||
| Expected dividend yield |
| | ||||
| Expected lives |
3 10 years | 3 10 years | ||||
| Expected volatility |
80 | % | 80 | % |
Computation of Net Loss per Share
The basic net loss per share calculation is computed based on the weighted average number of shares of common stock outstanding during the period. The impact of approximately 5,379,000 shares of common stock consisting of certain outstanding options and stock warrants were not reflected in the March 28, 2004 dilutive net loss per share calculation. The impact of approximately 3,735,000 shares of common stock consisting of certain outstanding options and stock warrants were not reflected in the March 30, 2003 dilutive net loss per share calculation. Potentially dilutive securities are excluded from the calculation of diluted earnings per share if their effect is anti-dilutive.
3. INCOME TAXES
No provision for federal income taxes has been made for the periods ended March 28, 2004 and March 30, 2003 due to the net loss in both periods. The provision for state income taxes for the periods ended March 28, 2004 and March 30, 2003 was approximately $25,000 and $63,000, respectively.
4. RELATED PARTY TRANSACTIONS AND SHAREHOLDERS EQUITY
Lau Technologies, or Lau, and Mr. Buddy Beck beneficially own approximately 1