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EX-32 - ILTS FORM 10-Q 2 FY13 EXHIBIT 32 - INTERNATIONAL LOTTERY & TOTALIZATOR SYSTEMS INCexhibit32.htm
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 October 31, 2012

[ ]           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:  0-10294

INTERNATIONAL LOTTERY & TOTALIZATOR SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
 

California
95-3276269
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer Identification No.)


2310 Cousteau Court
Vista, California
(Address of principal executive offices)
92081-8346
(Zip Code)
(760) 598-1655
(Registrant’s telephone number)

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.     Yes  ý  No o
   
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     Yes  ý  No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in rule 12b-2 of the Exchange Act.

Large accelerated filer
o
 
Accelerated filer
o
Non-accelerated filer
o
 
Smaller reporting company
ý

Indicate by check mark whether the Company is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes o  No ý

The number of shares outstanding of the registrant’s Common Stock, no par value, as of December 13, 2012 was 12,962,999.  

 
 
 
 


[Missing Graphic Reference]
 
INDEX


PART I
FINANCIAL INFORMATION
 
PAGE
 
Item 1.
   
3-11
 
Item 2. 
   
12-17
 
Item 3.
   
18
 
Item 4.
   
18
 
           
PART II
OTHER INFORMATION
       
Item 1.
   
18
 
Item 1A.
   
18
 
Item 2.
   
18
 
Item 3.
   
18
 
Item 4.
   
18
 
Item 5.
   
18
 
Item 6.
   
19
 
         
EXHIBIT 31
EXHIBIT 32
 
 
 
2


 
 
 
 
 




 
 
 
 
 
 
 
 
 
 
 
 

 
PART I
FINANCIAL INFORMATION
ITEM 1.
FINANCIAL STATEMENTS
 
INTERNATIONAL LOTTERY & TOTALIZATOR SYSTEMS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
 
(Amounts in thousands)
 
 
October 31,
2012
   
April 30,
2012
 
ASSETS
         
Current assets:
         
Cash and cash equivalents
$
3,451
   
$
2,783
 
Certificates of deposit
 
-
     
250
 
Accounts receivable, net of allowance for doubtful accounts of $75
 
2,978
     
789
 
Costs and estimated earnings in excess of billings on uncompleted contracts
 
-
     
726
 
Deferred cost of revenue
 
14
     
6
 
Inventories
 
1,535
     
2,659
 
Other current assets
 
195
     
238
 
Total current assets
 
8,173
     
7,451
 
Equipment, furniture and fixtures, net
 
570
     
482
 
Other noncurrent assets
 
51
     
49
 
Total assets
$
8,794
   
$
7,982
 
               
LIABILITIES AND SHAREHOLDERS' EQUITY
             
Current liabilities:
             
Accounts payable
$
163
   
$
1,070
 
Billings in excess of costs and estimated earnings on uncompleted contracts
 
453
     
-
 
Accrued payroll and related taxes
 
389
     
388
 
Warranty reserves
 
111
     
169
 
Payable to Parent
 
252
     
252
 
Other current liabilities
 
46
     
63
 
Deferred revenues
 
651
     
687
 
Total current liabilities
 
2,065
     
2,629
 
Long-term liabilities
 
-
     
12
 
Total liabilities
 
2,065
     
2,641
 
Commitments and contingencies
             
Shareholders’ equity:
             
Preferred shares, no par value; 20,000 shares authorized; no shares issued or outstanding
 
-
     
-
 
Common shares, no par value; 50,000 shares authorized; 12,963 shares issued and outstanding
56,370
     
56,370
 
Accumulated deficit
 
(49,641
)
   
(51,029
)
Total shareholders' equity
 
6,729
     
5,341
 
Total liabilities and shareholders' equity
$
8,794
   
$
7,982
 
 
See notes to condensed consolidated financial statements
 
 
3
 
 
 
 
 
 
 
 
 
 

 
 
INTERNATIONAL LOTTERY & TOTALIZATOR SYSTEMS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(Amounts in thousands, except per share amounts)

   
Three Months Ended
   
Six Months Ended
 
   
October 31,
   
October 31,
 
 
2012
   
2011
   
2012
   
2011
 
Revenues:
                       
Sales of products
 
$
2,047
   
$
1,693
   
$
5,060
   
$
2,014
 
Services
   
350
     
251
     
627
     
539
 
     
2,397
     
1,944
     
5,687
     
2,553
 
Cost of sales:
                               
Cost of product sales
   
1,133
     
1,314
     
2,850
     
1,971
 
Cost of services
   
128
     
63
     
203
     
155
 
     
1,261
     
1,377
     
3,053
     
2,126
 
Gross profit
   
1,136
     
567
     
2,634
     
427
 
                                 
Research and development expenses
   
-
     
24
     
-
     
24
 
Selling, general and administrative expenses
   
644
     
689
     
1,223
     
1,299
 
Income (loss) from operations
   
492
     
(146
)
   
1,411
     
(896
)
                                 
Other income (expense):
                               
Interest and dividend income
   
-
     
1
     
-
     
2
 
Other
   
-
     
2
     
-
     
(1
)
Income (loss) before provision for income taxes
   
492
     
(143
)
   
1,411
     
(895
)
Provision for income taxes
   
20
     
-
     
23
     
-
 
Net income (loss)
 
$
472
   
$
(143
)
 
$
1,388
   
$
(895
)
                                 
Net income (loss) per share:
                               
Basic
 
$
0.04
   
$
(0.01
)
 
$
0.11
   
$
(0.07
)
Weighted average shares used in computation of net income (loss) per share:
                               
Basic
   
12,963
     
12,963
     
12,963
     
12,963
 

See notes to condensed consolidated financial statements
 
 
4





 
 
 
 

 
 
INTERNATIONAL LOTTERY & TOTALIZATOR SYSTEMS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(Amounts in thousands)
   
Six Months Ended
October 31,
 
   
2012
   
2011
 
Cash flows from operating activities:
           
Net income (loss)
 
$
1,388
   
$
(895
)
Adjustments to reconcile net income (loss) to net cash provided by (used in)
               
operating activities:
               
Depreciation and amortization
   
87
     
66
 
Warranty reserve expense
   
73
     
7
 
Changes in operating assets and liabilities:
               
Accounts receivable
   
(2,189
)
   
(821
)
Costs and estimated earnings in excess of billings on uncompleted contracts
   
726
     
32
 
Deferred cost of revenue
   
(8
)
   
(263
)
Inventories
   
1,124
     
(1,286
)
Other assets
   
  41
     
      (185
)
Accounts payable
   
(907
)
   
812
 
Billings in excess of costs and estimated earnings on uncompleted contracts
   
453
     
(142
)
Accrued payroll and related taxes
   
1
     
43
 
Warranty reserves
   
(131
)
   
(12
)
Payable to Parent
   
-
     
1
 
Other liabilities
   
(29
)
   
(17
)
Deferred revenues
   
(36
)
   
1,380
 
Net cash provided by (used in) operating activities
   
593
     
(1,280
)
                 
Cash flows from investing activities:
               
Purchases of certificates of deposit
   
-
     
(500
)
Proceeds from redemption of certificates of deposit
   
250
     
499
 
Additions to equipment, furniture and fixtures
   
(175
)
   
(64
)
Net cash provided by (used in) investing activities
   
75
     
(65
)
                 
Net increase (decrease) in cash and cash equivalents
   
668
     
(1,345
)
Cash and cash equivalents at beginning of period
   
2,783
     
3,881
 
Cash and cash equivalents at end of period
 
$
3,451
   
$
2,536
 
                 
Supplemental cash flow information:
               
Cash paid for income taxes
 
$
37
   
$
-
 


See notes to condensed consolidated financial statements
 
 
5
 
 
 


 
 
 
 


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Description of the Business

International Lottery & Totalizator Systems, Inc. (“ILTS” or the “Company,” together with its subsidiary) designs, manufactures, sells, manages, supports and services computerized wagering systems and terminals for the global lottery and pari-mutuel racing industries.  The wagering system features include real-time, secure processing of data received from multiple locations, hardware redundancy and complete communications redundancy in order to provide the highest level of fault tolerant operation.  In addition, although the Company is not presently doing so, ILTS has demonstrated capability to provide full facilities management services to customer organizations authorized to conduct lotteries.  The Company is largely dependent upon significant contracts for its revenue, which typically include a deposit upon contract signing and up to six months lead time before delivery of hardware begins.

The Company, through its wholly-owned subsidiary, Unisyn Voting Solutions, Inc. (“Unisyn”), has devoted significant resources to developing federally certified end-to-end optical scan voting systems and a full-featured Election Management Software that provides precinct tabulation, ballot review and audio voting capability.  In addition to the InkaVote Plus Precinct Ballot Counter (“PBC”) system, certified to the National Association of State Election Directors (“NASED”) 2002 Voting System Standards (“VSS”), the Company received the 2005 Voluntary Voting System Guidelines (“VVSG”) certification from the United States Election Assistance Commission (“EAC”) for its OpenElect® digital optical scan election system – a digital scan voting system built with Java on a streamlined and hardened Linux platform.  As part of a jurisdiction’s procurement process, the Company will provide the OpenElect® products’ source code for independent review.

These efforts leverage the Company’s extensive experience to develop highly secure, mission-critical solutions that meet the NASED 2002 VSS and the EAC 2005 VVSG standards.  In addition, the Company’s voting systems offer the following features:
 
·
High level of security and vote encryption to ensure integrity and voter privacy;
 
·
Electronic and paper audit trails that offer added security and redundancy for recounts;
·
Reduce the cost of ballot printing while offering operational efficiencies;
   
·
Minimal training required for poll workers to set-up and operate; and
     
·
Minimal voter re-education required.
       
 
Berjaya Lottery Management (H.K.) Ltd. (“BLM” or the “Parent”) owns 71.3% of the outstanding voting stock of ILTS.

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of ILTS and its wholly-owned subsidiary, Unisyn.  All significant intercompany accounts and transactions are eliminated in consolidation.

Basis of Presentation
 
The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and with the Securities and Exchange Commission’s (“SEC”) instructions to Form 10-Q.  Accordingly, they do not include all of the information and notes required by US GAAP for complete financial statements.  In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of financial position, results of operations and cash flows have been included.

The results of operations for the interim periods shown in this report are not necessarily indicative of the results to be expected for the full year.  The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2012 filed with the SEC on July 6, 2012.  The condensed consolidated balance sheet as of April 30, 2012 has been derived from the audited financial statements included in the Form 10-K for that year.
 
 
6

 
 
 
 
 
 


Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions.  Actual results could differ from those estimates.  Estimates may affect the reported amounts of assets and liabilities and revenues and expenses, and the disclosure of contingent assets and liabilities.

Deferred Revenues
 
Deferred revenues of approximately $651,000 as of October 31, 2012 represent prepayments for products and services related to the use of the OpenElect® and PBC voting systems, and other software and technical support services.  The Company will recognize the revenues upon the fulfillment of the prescribed criteria for revenue recognition.
 
Warranty Reserves

Estimated warranty costs are accrued as revenues are recognized.  Included in the warranty cost accruals are costs for basic warranties on products sold.  A summary of product warranty reserve activity for the six months ended October 31, 2012 is as follows:

(Amounts in thousands)
     
Balance at May 1, 2012
 
$
169
 
Additional reserves
   
104
 
Warranty reserve expense adjustments
   
(31
)
Charges incurred
   
(131
)
Balance at October 31, 2012
 
$
111
 
 
Income Taxes
 
The Company uses the asset and liability method for financial reporting of income taxes.  Deferred tax assets and liabilities are determined based on temporary differences between financial reporting and the tax basis of assets and liabilities, and are measured by applying enacted rates and laws to taxable years in which such differences are expected to be recovered or settled.  Any changes in tax rates or laws are recognized in the period when such changes are enacted.  Valuation allowances have been established when necessary to reduce deferred tax assets to the amount expected to be realized.  The Company records a valuation allowance to reduce its deferred tax assets when uncertainty exists regarding the realizability of the deferred tax assets.
 
The provision for income taxes was $23,000 for the six months ended October 31, 2012.  The effective tax rate differed from the statutory tax rate primarily due to valuation allowances and net operating loss carry forwards.  
 
Segment Information

The Company reports segment information based on the “management” approach.  Under this approach, operating segments are identified in substantially the same manner as they are reported internally and used by the Company’s chief operating decision maker for purposes of evaluating performance and allocating resources.
  
The Company divides its operations into two operating segments: the gaming business and the voting business.  The gaming segment designs and develops computerized wagering systems and terminals for the lottery and pari-mutuel racing industries worldwide.  Presently the voting segment generates revenues from the sales of the voting systems and hardware, software licensing, product servicing and software support services.
 
 
7
 
 
 
 
 
 
 
 
 

 
The Company’s segment information is presented below (in thousands):

 
As of and for the Three Months Ended
October 31, 2012
 
 
Gaming
Business
 
Voting
Business
 
Totals
 
Total revenues
 
$
1,145
   
$
1,252
   
$
2,397
 
Income from operations
   
214
     
278
     
492
 
Depreciation and amortization
   
29
     
17
     
46
 
Segment assets
   
6,830
     
1,964
     
8,794
 
     
 
As of and for the Three Months Ended
October 31, 2011
 
 
Gaming
Business
 
Voting
Business
 
Totals
 
Total revenues
 
$
1,510
   
$
434
   
$
1,944
 
Income (loss) from operations
   
149
     
(295
)
   
(146
)
Depreciation and amortization
   
21
     
13
     
34
 
Segment assets
   
4,733
     
2,237
     
6,970
 
 
 
As of and for the Six Months Ended
October 31, 2012
 
 
Gaming
Business
 
Voting
Business
 
Totals
 
Total revenues
 
$
3,632
   
$
2,055
   
$
5,687
 
Income from operations
   
1,165
     
246
     
1,411
 
Depreciation and amortization
   
56
     
31
     
87
 
Segment assets
   
6,830
     
1,964
     
8,794
 
     
 
As of and for the Six Months Ended
October 31, 2011
 
 
Gaming
Business
 
Voting
Business
 
Totals
 
Total revenues
 
$
1,848
   
$
705
   
$
2,553
 
Loss from operations
   
(360
)
   
(536
)
   
(896
)
Depreciation and amortization
   
41
     
25
     
66
 
Segment assets
   
4,733
     
2,237
     
6,970
 

 
8
 
 
 
 
 
 
 
 
 

 
Inventories

Inventories are stated at the lower of cost or the current estimated market values.  Cost is determined using the first-in, first-out method.  

Inventories consisted of the following:
   
October 31,
   
April 30,
 
   
2012
   
2012
 
(Amounts in thousands)
           
Raw materials and subassemblies
 
$
1,230
   
$
1,775
 
Work-in-process
   
-
     
63
 
Finished goods
   
305
     
821
 
   
$
1,535
   
$
2,659
 
 
Equipment, Furniture and Fixtures

Net equipment, furniture and fixtures consisted of the following:
 
 
October 31,
   
April 30,
 
   
2012
   
2012
 
(Amounts in thousands)
           
Plant and machinery
 
$
724
   
$
724
 
Computer equipment
   
1,646
     
1,482
 
Leasehold improvement
   
201
     
190
 
Furniture, fixtures and equipment
   
91
     
91
 
     
2,662
     
2,487
 
Accumulated depreciation and amortization
   
(2,092
)
   
(2,005
)
Net equipment, furniture and fixtures 
 
$
570
   
$
482
 
 
Net Income (Loss) per Share

Basic net income (loss) per share is based on the weighted average number of shares outstanding during the periods.  

Major Customers

The following table summarizes major customers who individually accounted for more than 10% of revenues for the periods presented:
   
Three Months Ended
October 31,
 
Six Months Ended
October 31,
   
2012
 
2011
 
2012
 
2011
Revenue:
             
 From unrelated customers One customer from the voting segment accounted for 41% of total revenue and one customer from the gaming segment accounted for 10% of total revenue   No individual customer accounted for more than 10% of total revenue    
One customer from the voting segment accounted for 28% of total revenue and one  customer from the gaming segment accounted for 10% of total revenue
   
No individual customer accounted for more than 10% of total revenue
               
 
 
 
From related customers
 
One customer from the gaming segment accounted for 36% of total revenue
 
One customer from the gaming segment accounted for 61% of total revenue
 
Two customers from the gaming segment accounted for 53% of total revenue
 
One customer from the gaming segment accounted for 50% of total revenue

9



 
 
 
 

 
Related Party Transactions

During the three months ended October 31, 2012 and 2011, revenues from all related party transactions for the sales of products and services totaled approximately $909,000 (38% of total revenue) and $1.3 million (66% of total revenue), respectively.  Related party revenues for the six months ended October 31, 2012 and 2011 were approximately $3.1 million (54% of total revenue) and $1.5 million (59% of total revenue), respectively.  Included in accounts receivable at October 31, 2012 was approximately $2.6 million from these customers.  Descriptions of the transactions with the Company’s related parties in the three and six months ended October 31, 2012 and 2011 are presented below.
 
Berjaya Lottery Management (H.K.) Ltd.
 
In 1996, the Company entered into an agreement to purchase specific inventory on behalf of Berjaya Lottery Management (H.K.) Ltd. ("BLM"), the owner of 71.3% of ILTS’s outstanding voting stock as of October 31, 2012.  

Over time, the Company has sold or used portions of the BLM inventory in unrelated third party transactions.  The sale or use of the inventory resulted in a liability to BLM for the cost of the items utilized.
 
The financial activities and balances related to BLM were as follows:
 
·  
There were no related party sales to BLM in the three and six months ended October 31, 2012 and 2011;
 
·
There were no accounts receivable balances from BLM as of October 31, 2012 and April 30, 2012;
 
·
Liabilities to BLM arising from the sale or use of the BLM inventory, recorded as “Payable to Parent,” were $252,000 as of October 31, 2012 and April 30, 2012; and
  
·
There were no inventory balances held for BLM as of October 31, 2012 and April 30, 2012.  
 
Philippine Gaming Management Corporation

On December 20, 2011, the Company received from Philippine Gaming Management Corporation (“PGMC”), a related party and a subsidiary of BLM, an order valued at approximately $1.1 million for lottery products.  Shipments of these products were completed in the first quarter of fiscal 2013, and the related revenue was recognized.

In addition, the Company provides PGMC with terminal spare parts on an ongoing basis and support services on an as-needed basis.

The financial activities and balances related to transactions with PGMC were as follows:

·
Revenues recognized on the sale of lottery products during the three and six months ended October 31, 2012 totaled approximately $3,000 and $1.1 million, respectively.  Revenues of $1.2 million and $1.3 million were recognized on the sale of lottery products and support services during the three and six months ended October 2011, respectively; 
 
·
There was no deferred revenue balance as of October 31, 2012.  Deferred revenue balance in connection with the lottery product order dated December 20, 2011 mentioned above totaled approximately $264,000 as of April 30, 2012; and
 
·  
The accounts receivable balance from the sale of lottery products totaled $53,000 as of October 31, 2012, compared to $189,000 as of April 30, 2012.
  
 

10
 
 
 
 
   



 
 
 
 

Sports Toto Malaysia Sdn. Bhd.
 
The Company provides lottery products, software development and software support services to Sports Toto Malaysia (“STM”), an affiliate of BLM and a related party.  

On December 21, 2011, the Company signed a contract with STM for a complete DataTrakII lottery system valued at approximately $4.3 million.  This contract is scheduled to be completed by the fourth quarter of fiscal 2013.

The financial activities and balances related to transactions with STM were as follows:

·
Revenues of $871,000 and $1.9 million were recognized on the performance of contract deliverables and support services during the three and six months ended October, 31, 2012, respectively.  Revenues of $77,000 and $155,000 were recognized on the sale of support services during the three and six months ended October 31, 2011, respectively;
 
·
  
Net billings in excess of costs and estimated earnings relating to the abovementioned contract dated December 21, 2011 totaled approximately $453,000 as of October 31, 2012, compared to net costs and estimated earnings in excess of billings of approximately $726,000 as of April 30, 2012;
 
·
There were deferred revenues of $9,000 on software support services as of October 31, 2012 and April 30, 2012; and
 
·  
Accounts receivable from STM totaled approximately $2.6 million as of October 31, 2012.  There was no accounts receivable balance as of April 30, 2012.
  

Natural Avenue Sdn. Bhd.

The Company provides Natural Avenue Sdn. Bhd. (“Natural Avenue”), an affiliate of BLM and a related party, with lottery products and support services.  

The financial activities and balances related to transactions with Natural Avenue were as follows:

·
Revenues of $35,000 and $70,000 were recognized on the sale of support services and licensing during the three and six months ended October 31, 2012, respectively.  Revenues of $32,000 and $83,000 were recognized on the performance of contract deliverables, sale of support services and licensing during the three and six months ended October 31, 2011, respectively;
 
·
There was deferred revenue of $11,000 on lottery product licensing as of October 31, 2012, compared to $4,000 as of April 30, 2012; and
 
·
There were no accounts receivable balances from Natural Avenue as of October 31, 2012 and April 30, 2012.
  
 
Sports Toto Computers Sdn. Bhd.

The Company engages Sports Toto Computers Sdn. Bhd. (“STC”), a related party, to provide consulting, programming and other related services to the Company.

During the three and six months ended October 31, 2012, the Company incurred services of approximately $40,000 and $80,000, respectively, which are shown as part of cost of sales.  During the three and six months ended October 31, 2011, the Company incurred approximately $50,000 and $101,000, respectively, which are shown as part of cost of sales.
 
Fair Value of Financial Instruments
 
The Company’s material financial instruments consist of its cash and cash equivalents, certificates of deposit, accounts receivable, accounts payable and related party payables.  The carrying amounts of the Company’s financial instruments generally approximated their fair values as of October 31, 2012 and April 30, 2012 due to the short-term maturity of the instruments.

 
11
 



 
 
 
 

 
 ITEM 2.
 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

NOTE REGARDING FORWARD-LOOKING STATEMENTS
 
SAFE HARBOR STATEMENT PURSUANT TO SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934

This report contains certain forward-looking statements.  These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or anticipated results, including those set forth under the heading "Risk Factors" and elsewhere in, or incorporated by reference into, this report.  In some cases, you can identify forward-looking statements by terms such as "may," "intend," "might," "will," "should," "could," "would," "expect," "believe," "anticipate," "estimate," "predict," "potential," or the negative of these terms.  These terms and similar expressions are intended to identify forward-looking statements.  Such statements are subject to certain risks and uncertainties, which could cause actual results to differ materially from those projected.  The forward-looking statements in this report are based upon management's current expectations and beliefs.  In addition, we cannot assess the impact of each factor on our business or the extent to which any factor or combination of factors, or factors we are aware of, may cause actual results to differ materially from those contained in any forward-looking statements.  You are cautioned not to place undue reliance on any forward-looking statements.  These statements represent our estimates and assumptions only as of the date of this report.  Except to the extent required by federal securities laws, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
 
You should be aware that our actual results could differ materially from those contained in the forward-looking statements due to a number of factors, including, such factors, among others, as market acceptance and market demand for our products and services, pricing, the changing regulatory environment, the effect of our accounting policies, potential seasonality, industry trends, adequacy of our financial resources to execute our business plan, our ability to attract, retain and motivate key technical, marketing and management personnel, and other risks described from time to time in periodic and current reports we file with the United States Securities and Exchange Commission, or the "SEC."  You should consider carefully the statements under "Item 1A. Risk Factors" and other sections of this report, which address additional factors that could cause our actual results to differ from those set forth in the forward-looking statements and could materially and adversely affect our business, operating results and financial condition.  All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the applicable cautionary statements.
 
CRITICAL ACCOUNTING POLICIES

Use of Estimates

Our condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States.  Accordingly, we are required to make estimates, judgments and assumptions that we believe are reasonable. We base our estimates on historical experience, contract terms, observance of known trends in our company and the industry as a whole, and information available from other outside sources.  Estimates affect the reported amounts and related disclosures. Actual results may differ from initial estimates.  There have been no material changes to the critical accounting policies outlined in the Company’s annual report on form 10-K for the fiscal year ended April 30, 2012.
 
 
12
 
 
 



 
 
 
 

 
Revenue Recognition
 
Our revenues are derived primarily from the sales of complete wagering systems, lottery terminals, the OpenElect® and PBC voting systems, other software and software support services.  We recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable, and collection is probable.  Product is considered delivered to the customer once it has been shipped and the title and risk of loss have been transferred.  Service revenues are recognized as the services are rendered, and the related costs of services are recognized on a time and materials basis.
 
Revenue Recognition for Arrangements with Multiple Deliverables
 
For multi-element arrangements that include hardware products containing software essential to the hardware product’s functionality, undelivered software elements that relate to the hardware product’s essential software, and undelivered non-software services, we allocate revenue to all deliverables based on their relative selling prices.  In such circumstances, we use a hierarchy to determine the selling price to be used for allocating revenue to deliverables: (i) vendor-specific objective evidence of fair value (“VSOE”), (ii) third-party evidence of selling price (“TPE”) and (iii) best estimate of the selling price (“ESP”).  VSOE generally exists only when we sell the deliverable separately and VSOE is the price actually charged for that deliverable.  TPE is determined based on competitor prices for similar deliverables when sold separately.  ESPs reflect our best estimates of what the selling prices of elements would be if they were sold regularly on a standalone basis.  
 
For sales of hardware products, we provide various hardware components containing software essential to the hardware product’s functionality, and other components depending on the customers’ needs.  We allocate revenue to these deliverables using the relative selling price method.  Because we have not established VSOE or TPE for the hardware, revenue is allocated based on ESPs.  Determining ESPs requires management’s judgment.  Revenue is recognized upon shipment of the hardware and the related essential software, provided the other conditions for revenue recognition have been met.  We also provide software support and product support services on a standalone basis from the sales of the hardware.  Amounts allocated to software support and product support services are based on VSOE using hourly or daily billing rates.  Revenue is deferred until the services are performed.  For annual software licenses, we use VSOE.  Amounts allocated to annual software licenses are deferred and recognized on a straight-line basis over the service period, which is typically one year.

We consider multiple factors depending on the unique facts and circumstances related to each deliverable when determining ESPs for deliverables without VSOE or TPE.  Key factors considered by the management in developing the ESPs for the hardware include the costs of manufacture and what a customer would reasonably pay based on the features being offered, trends in the market, size of the territory, and competitive prices.  If the facts and circumstances underlying the factors change, including the estimated or actual costs incurred to provide the hardware with the essential software, or should future facts and circumstances lead the management to consider additional factors, our ESP for the hardware with essential software related to future sales could change.
 
Revenue Recognition for Percentage-of-Completion Method
 
For our complete wagering and lottery systems, we recognize revenue by using the percentage-of-completion method when the contracts for complete systems fulfill the following criteria:
 
1.
Contract performance extends over long periods of time;
     
2.
The software portion involves significant production, modification or customization;
 
3.
Reasonably dependable estimates can be made on the progress towards completion, contract revenues and contract costs; and
4.
Each element is essential to the functionality of the other elements of the contracts.
   
 
Under the percentage-of-completion method, sales and estimated gross profits are recognized as work progresses.  Progress toward completion is measured by the ratio of costs incurred to total estimated costs.  Revenue and gross profit may be adjusted prospectively for revisions in estimated total contract costs.  If the current estimates of total contract revenue and contract cost indicate a loss, a provision for the entire loss on the contract is recorded in the period in which it becomes evident.  The total estimated loss includes all costs allocable to the specific contract.
 
 
13
 
 
 



 
 
 
 

 
RESULTS OF OPERATIONS

Revenue Analysis
 
 
Three Months Ended
   
Six Months Ended
 
(Amounts in thousands)
 
October 31,
   
October 31,
 
Revenues
 
2012
   
2011
   
Change
   
2012
   
2011
   
Change
 
Products:
                                   
Contracts
 
$
1,695
   
$
1,451
   
$
244
   
$
4,357
   
$
1,618
   
$
2,739
 
Spares
   
174
     
169
     
5
     
476
     
283
     
193
 
Licensing
   
178
     
73
     
105
     
227
     
113
     
114
 
Total Products
   
2,047
     
1,693
     
354
     
5,060
     
2,014
     
3,046
 
Services:
                                               
Software Support
   
198
     
191
     
7
     
399
     
383
     
16
 
Product Servicing and Support
   
152
     
60
     
92
     
228
     
156
     
72
 
Total Services
   
350
     
251
     
99
     
627
     
539
     
88
 
   
$
2,397
   
$
1,944
   
$
453
   
$
5,687
   
$
2,553
   
$
3,134
 

Significant fluctuations in period-to-period contract revenue are expected in both gaming and voting industries since individual contracts are generally considerable in value, and the timing of contracts does not occur in a predictable trend.  Contracts from the same customer generally may not recur or generally do not recur in the short-term.  Accordingly, comparative results between quarters and fiscal years may not be indicative of trends in contract revenue.
 
The current domestic and global economic slowdown and tightening of the credit markets may adversely affect our business and financial condition in ways that we cannot reasonably predict.  For the gaming business, due to the tightening of the credit markets, our potential and existing customers may not be able to secure financing for lottery projects which could effectively impact our revenue potential.  For the voting business, various government entities and jurisdictions have experienced severe budget constraints which could compel them to delay or cancel their purchasing decisions, and hence, impact our ability to generate revenue.

Contract revenue for the three months ended October 31, 2012 was approximately $1.7 million, compared to $1.5 million for the corresponding period in 2011.  The increase was primarily due to the increased contract activities for the gaming and voting segments, partially offset by the absence of turnkey lottery system sales compared to the corresponding period in 2011.  For the six months ended October 31, 2012, contract revenue was approximately $4.4 million, compared to $1.6 million for the corresponding period in 2011.  The significant increase in contract revenue was primarily due to the increased contract activities for the gaming and voting segments.

Spares revenue for the three months ended October 31, 2012 remained relatively constant at $174,000, compared to $169,000 for the same period in 2011.  Spares revenue for the six months ended October 31, 2012 was $476,000, compared to $283,000 for the corresponding period in 2011.  The increase was primarily due to higher demand for spare parts from unrelated customers in the gaming and voting segments.  Customers’ demand for spare parts fluctuates from period to period.

Licensing revenue for the three months ended October 31, 2012 was $178,000, compared to $73,000 in 2011.  For the six months ended October 31, 2012, licensing revenue was $227,000, compared to $113,000 for the corresponding period in 2011.  The higher licensing revenues were primarily due to the additional executed contracts related to the voting segment.  We derive licensing revenue from voting and lottery contracts.

Software support revenue for the three months ended October 31, 2012 was $198,000, compared to $191,000 for the same period in 2011.  For the six months ended October 31, 2012, software support revenue was $399,000, compared to $383,000 in the same period in 2011.  The slight increase was primarily due to higher fees charged to customers.
 
 
14

 



 
 
 
 

Product servicing and support revenue for the three months ended October 31, 2012 was $152,000, compared to $60,000 for the corresponding period in 2011.  For the six months ended October 31, 2012, product servicing and support revenue was $228,000, compared to $156,000 for the same period in the prior year.  The increases were primarily due to higher demand for support services from an unrelated customer in the gaming segment, partially offset by lower demand for support services from unrelated customers in the voting segment.

Related party revenue of approximately $909,000 accounted for 38% of total revenue in the three months ended October 31, 2012, compared to $1.3 million or 66% of total revenue in the corresponding period in 2011.  For the six months ended October 31, 2012, related party revenue of approximately $3.1 million accounted for 54% of total revenue, compared to $1.5 million or 59% of total revenue in the corresponding period in 2011.

Cost of Sales and Gross Profit Analysis

The following table summarizes the cost of sales and gross profit margins as a percentage of total revenues for each of the periods shown:
 
   
Three Months Ended
October 31,
   
Six Months Ended
October 31,
(Amounts in thousands)
 
2012
   
2011
   
2012
   
2011
 
Revenues:
                                                       
Products
 
$
2,047
     
85
%
 
$
1,693
     
87
%
 
$
5,060
     
89
%
 
$
2,014
     
79
%
Services
   
350
     
15
%
   
251
     
13
%
   
627
     
11
%
   
539
     
21
%
Total revenues
 
$
2,397
     
100
%
 
$
1,944
     
100
%
 
$
5,687
     
100
%
 
$
2,553
     
100
%
                                                                 
Cost of sales:
                                                               
Products
 
$
1,133
     
47
%
 
$
1,314
     
68
%
 
$
2,850
     
50
%
 
$
1,971
     
77
%
Services
   
128
     
6
%
   
63
     
3
%
   
203
     
4
%
   
155
     
6
%
Total costs of sales
 
$
1,261
     
53
%
 
$
1,377
     
71
%
 
$
3,053
     
54
%
 
$
2,126
     
83
%
                                                                 
Gross profit:
                                                               
Products
 
$
914
     
38
%
 
$
379
     
19
%
 
$
2,210
     
39
%
 
$
43
     
2
%
Services
   
222
     
9
%
   
188
     
10
%
   
424
     
7
%
   
384
     
15
%
Total gross profit
 
$
1,136
     
47
%
 
$
567
     
29
%
 
$
2,634
     
46
%
 
$
427
     
17
%

In general, individual contracts are significant in value and certain contracts are awarded in a highly competitive bidding process.  The gross profit margin varies from one contract to another, depending on the size of the contract and the competitiveness of market conditions.  Accordingly, comparative results between quarters and fiscal years may not be indicative of trends in gross profit margin.
 
Overall gross profit margin was 47% for the three months ended October 31, 2012, compared to 29% for the corresponding period in 2011.  For the six months ended October 31, 2012, overall gross profit margin was 46% compared to 17% for the corresponding period in 2011.  Significantly higher gross profit margins were primarily due to increased contract activities and lower production overhead costs, partially offset by slightly higher support service costs. 
 
Research and Development Expenses

We did not incur any research and development expenses ("R&D") for the three and six months ended October 31, 2012.  For the three and six months ended October 31, 2011, R&D expenses were $24,000.  While we continue to enhance our products, we anticipate that R&D expenses will be very minimal, if any, in the remaining quarters of fiscal 2013 as we dedicate our efforts to the marketing and sale of new voting systems.
 
 
15

 
 



 
 
 
 

 
Selling, General and Administrative
 
Selling, general and administrative ("SG&A") expenses for the three months ended October 31, 2012 were $644,000, compared to $689,000 in the same period in 2011.  For the six months ended October 31, 2012, SG&A expenses were $1.2 million, compared to $1.3 million for the corresponding period in 2011.  The slight decreases in SG&A expenses were primarily related to lower expenses incurred in proposal activities for the voting segment, partially offset by higher personnel costs associated with increased headcount and higher expenses incurred in marketing activities for the voting and gaming segments.  We anticipate that SG&A expense will remain relatively constant in the remaining quarters of fiscal 2013.

Other Income
 
Other income in the three and six months ended October 31, 2012 and 2011 remained relatively insignificant.
 
Income Tax Provision
 
The provision for income taxes was $23,000 for the six months ended October 31, 2012.  The effective tax rate differed from the statutory tax rate primarily due to valuation allowances and net operating loss carry forwards.  

LIQUIDITY AND CAPITAL RESOURCES
 
Liquidity
 
Our net working capital as of October 31, 2012 was approximately $6.1 million.

Contract backlog as of October 31, 2012 was approximately $2.2 million.  Of this amount, approximately $863,000 will be derived from a gaming contract executed with a related customer.  The remaining contract backlog amount of approximately $1.3 million is related to the gaming and voting contracts with unrelated customers.

Additional sources of cash through October 31, 2013 are expected to be derived from spares, software and technical support and licensing revenues.  Uses of cash are expected to be for normal operating expenses and costs associated with contract deliverables.

While we anticipate that we will be successful in obtaining additional product or service contracts to enable us to continue normal operations through October 31, 2013, there can be no assurance that we will be able to acquire new contracts.

In the highly competitive industry in which we operate, operating results may fluctuate significantly from period to period.  We anticipate that our cash flows from operations, expected contract payments and available cash will be sufficient to enable us to meet our liquidity needs through at least October 31, 2013.  Although we are not aware of any particular trends, in the event that we are unable to secure new business, we may experience reduced liquidity or insufficient cash flows.

The following table summarizes our cash flow activities:
 
   
Six Months Ended
October 31,
 
   
2012
   
2011
   
Increase
 
(Amounts in thousands)
                 
Condensed cash flow comparative:
                 
Operating activities
 
$
593
   
$
(1,280
)
 
$
1,873
 
Investing activities
   
75
     
(65
)
   
140
 
Net increase (decrease) in cash and cash equivalents
 
$
668
   
$
(1,345
)
 
$
2,013
 
 
  
16

 



 
 
 
 

 
Cash Flow Analysis

Our operating cash flow primarily depends on the timing and amount of cash receipts from our customers, inventory purchases and payments for operating expenses.

Our net cash provided by operating activities was approximately $593,000 for the six months ended October 31, 2012, compared to the net cash used in operating activities of approximately $1.3 million for the same period in 2011.  The primary factors contributing to the variability in the reported cash flow amounts relate to the net income of approximately $1.4 million in 2012 compared to the net loss of $895,000 in 2011.  In addition, the timing of customer contract performance and the related milestone invoicing impacted the accounts receivable balance, the cost and earnings in excess of billings and billings in excess of costs and estimated earnings on uncompleted contracts, and settlement of vendor invoices related to inventory purchases attributed to the variability in the reported cash flow amounts.  Furthermore, the change in inventories contributed to the variability in the reported cash flow amounts.

Net cash provided by investing activities was $75,000 for the six months ended October 31, 2012, compared to the net cash used in investing activities of $65,000 in 2011.  The higher net cash provided by investing activities in the six months ended October 31, 2012 was primarily due to the redemption of a certificate of deposit, partially offset by an increase in capital expenditures compared to the same period in 2011.  Higher capital expenditures in 2012 were related to the purchase of voting rental and computer equipment.

There were no financing activities during the six months ended October 31, 2012 or 2011.

Capital Resources

As of October 31, 2012, we did not have outstanding credit facilities.
 
 
17












 
 
 
 


ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
Not applicable
 
ITEM 4.
CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including our Principal Executive Officer, who is also our Principal Financial Officer, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in SEC Rule 13a-15(e) and 15d-15 (e)) as of the end of the period covered by this report.  Based on the foregoing, our Principal Executive Officer (and Principal Financial Officer) concluded that our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and (ii) accumulated and communicated to management, including the Principal Executive Officer (and Principal Financial Officer), as appropriate, to allow timely decisions regarding required disclosure.
 
CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

There have not been any changes in the Company’s internal control over financial reporting during the quarter ended October 31, 2012 that have materially affected, or are reasonably likely to materially affect the Company’s internal control over financial reporting.
 
PART II
OTHER INFORMATION
 
ITEM 1.
LEGAL PROCEEDINGS
 

The Company is currently not a party to any pending legal proceedings, and no such action by or, to the best of its knowledge, against the Company has been threatened as of the date of this report.
 
ITEM 1A.
 
RISK FACTORS
 
There have been no material changes to the risk factors relating to our business as disclosed in our Form 10-K for the fiscal year ended April 30, 2012 filed with the SEC on July 6, 2012.
 
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 
Not applicable  
 
ITEM 3.
DEFAULTS UPON SENIOR SECURITIES

Not applicable

ITEM 4.
MINE SAFETY DISCLOSURES
 
Not applicable
 
ITEM 5.
OTHER INFORMATION

Not applicable
 
 
18
 
 
 



 
 
 
 

 
ITEM 6.
EXHIBITS

A.          Exhibits

Exhibit Number
Document Description
 
31
 
Certification of the Principal Executive Officer and Principal Financial Officer of the Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
32
 
Certification Pursuant to 18 United States Code Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
101.INS
XBRL Instance Document
 
101.SCH
XBRL Taxonomy Extension Schema Document
 
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
 
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
 
101.LAB
XBRL Taxonomy Extension Label Linkbase Document
 
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
     
 
 
19

 
 
 
 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


Dated: December 13, 2012
 
/s/
Jeffrey M. Johnson
Jeffrey M. Johnson
President (Principal Executive Officer) and Acting Chief Financial Officer (Principal Financial Officer)