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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the Quarterly Period Ended 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)     
Registrant’s 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 registrant’s classes of common stock, as of the latest practicable date.

 

                    Class                            Outstanding at May 10, 2004
Common stock, $.001 par value       35,777,841


Table of Contents

VIISAGE TECHNOLOGY, INC.

FORM 10 – Q FOR THE QUARTER ENDED MARCH 28, 2004

INDEX

 

     Page

Facing Sheet

   1

Index

   2
PART I - FINANCIAL INFORMATION     

Item 1 – Financial Statements

    

Consolidated Balance Sheets as of March 28, 2004 and December 31, 2003

   3

Consolidated Statements of Operations for the three months ended March 28, 2004 and March 30, 2003

   4

Consolidated Statements of Cash Flows for the three months ended March 28, 2004 and March 30, 2003

   5

Notes to Financial Statements

   6

Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations

   12

Item 3 – Quantitative and Qualitative Disclosures about Market Risk

   31

Item 4 – Controls and Procedures

   31
PART II - OTHER INFORMATION     

Item 1 – Legal Proceedings

   32

Item 2 – Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities

   32

Item 3 – Defaults Upon Senior Securities

   33

Item 4 – Submission of Matters to a Vote of Security Holders

   33

Item 5 – Other Information

   33

Item 6 – Exhibits and Reports on Form 8-K

   33
SIGNATURES    35
EXHIBIT INDEX    36

 

2


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PART 1 – FINANCIAL INFORMATION

 

ITEM 1 – FINANCIAL STATEMENTS

 

VIISAGE TECHNOLOGY, INC.

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


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Viisage Technology, Inc.

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.

 

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VIISAGE TECHNOLOGY, INC.

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
provided by operating activities, net of effects
of acquisitions:

                

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


Table of Contents

VIISAGE TECHNOLOGY, INC.

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 customer’s ability to process and manage identity information. Applications include passports, driver’s 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 driver’s 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


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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 Compensation—Transition 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
included in reported net loss, net of tax

     —         —    

Deduct: total stock based employee compensation expense
determined under the fair value based method for
all awards, net of tax

     (993 )     (602 )
    


 


Pro forma net loss

   $ (2,625 )   $ (15,098 )
    


 


Loss per share:

                

Basic and diluted—as reported

   $ (0.05 )   $ (0.72 )

Basic and diluted—pro forma

     (0.08 )     (0.75 )

 

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The fair value of the Company’s 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