Item 1. Business - ------- -------- General
Global Payment Technologies, Inc. (the "Company") is a Delaware corporation established in 1988. We design and manufacture currency validation systems, including paper currency validators and related paper currency stackers, and sell our products in the United States and numerous international markets. Validators receive and authenticate paper currencies in a variety of automated machines, including gaming and gaming related equipment, beverage and vending machines and retail equipment that dispense products, services, coinage and other currencies. Note stackers are sold with most validators and are designed to store validated paper currency and, in some cases, record and store information on contents, usually in secure removable cassettes. Although we know of no commercially available validator that is counterfeit-currency-proof, our validators and stackers offer significant protection against tampering and counterfeit currencies and provide tamper-evident storage of validated currency. Our validators are adaptable to a wide variety of original equipment manufacturer ("OEM") applications and have been engineered into the design of most major gaming and numerous beverage and vending machines sold worldwide. Our products offer a highly competitive level of performance and are designed to provide ease of maintenance and repair.
Until the fourth quarter of fiscal 2006 we had a 50% non-controlling interest in an Australian affiliate, Global Payment Technologies Australia Pty. Ltd. ("GPTA"). This entity is responsible for sales and service of the Company's products in Australia and New Zealand on an exclusive basis. On September 2, 2006, we sold our entire interest for a total of approximately $1,791,000, of which $1,511,000 was received in cash at closing and $280,000 was placed in escrow which will be released on the one year anniversary of the transaction. The deferred cash payment is collateralized by an irrevocable letter of credit issued by The Australian and New Zealand Banking Group Limited. The purchaser was ACN 121 187 068 Pty Limited, a corporation organized under the laws of New South Wales, Australia and is related to Exfair Pty Limited, the registered holder of the remaining 50% of the issued and outstanding shares of GPTA. In addition we entered into a 5 year exclusive distributor agreement with GPTA. The distributor agreement provides GPTA the exclusive distribution rights in Australia, Asia, New Zealand, and the Pacific Rim as well as exclusive rights to distribute Aristocrat worldwide. GPTA will be responsible for providing sales, technical support, installation, service and repair functions as well as maintaining sufficient inventory stock to provide for the territories.
In June 2002, the Company and two other shareholders formed eCash Holdings Pty. Ltd. ("eCash"), an Australian based company. This entity was formed to market, distribute, service and support Automated Teller Machines across Australia and New Zealand. We owned 1,050 shares which represented a 35% interest in this entity. On August 25, 2006, we sold four hundred and fifty (450) shares to ACN 121 187 068 Pty Limited, a corporation organized under the laws of New South Wales Australia for a total purchase price of $123,138 and six hundred (600) shares to ACN 121 187 157 Pty Limited, a corporation organized under the laws of
New South Wales Australia for a total purchase price of $162,723. The purchase price for each sale was based on our equity in the respective business units as of April 30, 2006.
We own 100% of Global Payment Technologies (Europe) Limited ("GPT-Europe"). This entity is based in the United Kingdom and is responsible for sales and service of the Company's products in Europe.
In April 1999, we acquired a 25% equity interest in Abacus Financial Management Systems, Ltd. ("Abacus-UK"), a UK-based software company. Abacus-UK has developed a cash management system, of which our validators are a key component, primarily intended to serve the retail market. In February 2005, we exchanged our 25% equity interest for a 12.5% ownership interest in Evolve Corporation PLC ("Evolve-UK"). The exchange of ownership did not require us to make an additional investment. Evolve-UK owns 100% of Abacus-UK and Evolve 100, which provides integrated and stand-alone cash management systems to the retail industry for coin currency handling. In addition, the Company and a principal of Evolve-UK had formed Abacus Financial Management, Inc. USA ("Abacus-USA"), which is 80% owned by us and has non-exclusive rights to distribute Evolve-UK's product in the USA. To date, Abacus-USA has not had material operations.
On November 1, 1999, Global Payment Technology Holdings (Proprietary) Limited ("GPTHL"), our South African affiliate, formed International Payment Systems Pty Ltd. ("IPS") and assigned to IPS its rights to all of GPTHL's non-gaming activities, primarily the distribution of Ingenico, De La Rue and Scan Coin products. We had a 30% interest in IPS. GPTHL held the exclusive distribution rights to our products in the South African region. On January 18, 2001, GPTHL merged its operations with Vukani Gaming Corporation ("Vukani") (formerly South African Video Gaming Corporation (Pty) Ltd.), a wholly owned subsidiary of Hosken Consolidated Investments Ltd. ("HCI"). By virtue of the agreement, our ownership of GPTHL was reduced from 23.5% to approximately 5%. In March 2002, we exercised our right to acquire shares from an existing shareholder, HCI, for $979,000, which increased our ownership to 24.2%. In April 2003, we sold a significant portion of our investments in our South African affiliates. We received approximately $1.9 million in cash for the sale of our entire interest in IPS and a major portion of our interest in GPTHL. As a result of this transaction, which did not result in a gain or loss, our ownership interest in GPTHL was reduced from 24.2% to 5%. GPTHL's Vukani division was one of the two licensed operators in the South African route market province of Mpumalanga. The cash received was a return of all of our advances and investments resulting in our recovering the carrying value of such advances and investments. On January 15, 2004, we sold our remaining 5% ownership interest in GPTHL for a gain of $78,000. GPTHL is currently a non-exclusive distributor of our products in the South African region.
In fiscal 2004, we registered a branch in Moscow, Russia ("GPT-Russia") to provide local service for our products.
Background and History
In the 1980s, a general trend developed with respect to an increase in the incorporation of paper currency validators in a large number of beverage, food and novelty vending machines that offered primarily low-priced items. During the 1990s, subsequent technological improvements in the sensory capabilities of validators created the ability to process high volumes of larger denomination notes, which led to the extensive use of validators in many new applications including casino gaming machines, lottery ticket dispensing devices and postage, transportation, parking and high-value vending machines. This trend accelerated during the 1990s as a result of the realization that currency validators positively impacted sales revenues and the overall growth in the worldwide gaming and beverage and vending industries.
Our net sales grew from approximately $35,000 in fiscal 1989 (our first year of operations) to our high of $43.9 million in fiscal 1999. In fiscal 2000, sales declined to $22.5 million as a result of a slowdown in the worldwide gaming market and delays in key projects, which resulted in increased inventory at our affiliates. During fiscal 2000 we significantly reduced inventory at our affiliates, matching demand in those regions, which resulted in the resumption of production and shipments in August 2000.
In fiscal 2001, sales increased 43% to $32.2 million primarily as a result of increased demand for our products in both Australia and Russia, as well as the addition of several new customers during the year.
In fiscal 2002, sales decreased 14% to $27.7 million as a result of customers lowering their inventory and taking advantage of our shorter lead-times on our Argus gaming validator, certain product issues which have since been resolved, as well as softer worldwide economic conditions.
In fiscal 2003, sales decreased 5.9% to $26.1 million as a result of reduced sales in Eastern Europe which were hindered by initial product issues, which have since been resolved, offset in part by sales of our new vending product which commenced in January 2003. With the launching of our new beverage and vending product in fiscal 2003, we achieved an increase in our beverage and vending sales to $5.7 million as compared to $2.2 million in fiscal 2002. Beverage and vending products represented 21.7% of our sales in fiscal 2003 as compared with 8% in fiscal 2002.
In fiscal 2004, sales decreased 6.5% to $24.4 million primarily due to $4.3 million in lower sales of our gaming products to our Australian affiliate offset, in part, by a $1.7 million increase in sales of our Aurora product to both the vending and gaming markets and a $637,000 increase in sales to the South African gaming market. Gaming sales for fiscal 2004 were $19.304 million, or 79.2% of sales, as compared with $20.417 million, or 78.3% of sales, in fiscal 2003. Beverage and vending sales for fiscal 2004 were $5.077 million, or 20.8% of sales, as compared with $5.659 million, or 21.7% of sales in fiscal 2003.
Net sales for fiscal 2005 increased by 6.2% to $25.886 million. This increase was due to increased sales of $3.821 million to the gaming market, primarily the result of increased demand from our Australian affiliate and in Russia, offset by decreased sales of $2.316 million to the beverage and vending market, as a result of significant cigarette tax increases in Germany.
Gaming sales for fiscal 2005 were $23.150 million, or 89.4% of sales, as compared with $19.304 million, or 79.2% of sales, in fiscal 2004. Beverage and vending sales for fiscal 2005 were $2.736 million, or 10.6% of sales, as compared with $5.077 million, or 20.8% of sales in fiscal 2004.
Net sales for fiscal 2006 decreased 45% to $14.3 million. The decrease in sales was mainly due to the restrictions put on gaming in Russia and a slow down in the market in Australia. Gaming sales were $11.3 million in fiscal 2006 or 79% of total sales as compared to $23.150 million or 89.4% in fiscal 2005. Beverage and Vending sales were 3.0 million or 21% of total sales in fiscal 2006 as compared to $2.736 million or 10.6% of total sales in fiscal 2005.
Our international sales amounted to 90%, 93% and 86%, of net sales in fiscal 2006, 2005 and 2004, respectively.
Marketing Strategy
We have continued to focus our marketing efforts on those segments of the marketplace which require a relatively high degree of security and substantial custom design work that is not adequately served by larger competitors which have tended to focus primarily on the broader, higher-volume market using standardized product configurations. GPT's approach in the worldwide gaming market was initially a "niche" strategy that allowed us to develop a strong international customer base that originally started with manufacturers too small to attract the larger competitors. With development completed and the commencement of sales of our Argus(TM) and Aurora products in January 2001 and January 2003, respectively, and the launch of our new "SA-4" product in fiscal 2005, this strategy has continued with particular attention paid to markets which have the largest opportunity for growth. We have both gained new customers and retained existing customers based on our strength internationally and our reputation for working closely to adapt to customers' needs. We will continue to attempt to strengthen and grow our relationships with the OEMs through joint marketing and advertising efforts and by creating country-specific currency databases and customization, which will allow OEMs an opportunity to seek new potential markets worldwide. Today we have 96 country-specific databases and 15 multi-country databases, which we believe is one of the largest database libraries in the industry. Further, we plan to continue to build a large library of databases for our newest products, as well as adding to existing Argus and Aurora databases.
After the launch of our Aurora product in fiscal 2003, we experienced an increase in Aurora revenue from $5.3 million in fiscal 2003, to $7.0 million in fiscal 2004, to $8.1 million in fiscal 2005. In fiscal 2003 we signed a four year supply contract, valued in excess of $10,000,000, with Tobaccoland Automaten GmbH & Co, a German based cigarette-vending operator with over 200,000
machines or approximately 25% of the German market share. However, since the last quarter of fiscal 2004 the overall German tobacco vending industry has faced significant volume shortfalls due to government increases in cigarette taxes. In fiscal 2005, we successfully penetrated sales into the Russian gaming market with our Aurora product, originally dubbed the "beverage and vending" product. However, in fiscal 2006, as a result of restrictions placed on new casinos in the Russian market, sales of the Aurora product declined to $3.4 million. We will continue to search for new growth opportunities both domestically and internationally for all our products. Further, we launched SA-4 in fiscal 2005 and believe it will provide an opportunity for penetration in the domestic gaming market as well as other international markets. The SA-4 model is targeted to the global casino market and incorporates the features of Argus with a faster Digital Signal Processing (DSP) chip which allows for currency validating in less than one second. In fiscal 2006, we had sales of $4.3 million for our SA-4 validator.
In the gaming venue, we market our products principally to the OEMs as well as the end-users (i.e., casino operators) who purchase slot machines from the OEMs to help ensure that our validator products will be specified as the product of choice in new orders. We have also provided direct operator technical training and participation in seminars with our OEM customers. By marketing directly to the end-users in conjunction with the OEMs, we expect our products will gain acceptance as our customers' gaming machines gain entry into major casinos or regions previously dominated by currency validators of our competition. Since 1999, we have offered programs and plans designed to elevate the level of our customers' product knowledge. Such programs and plans included the development of formally documented maintenance schedules and similar programs, which are proposed to customers. These maintenance programs are being offered in coordination with our OEM customers, and are intended to broaden awareness of the Company and our products within the gaming industry and as a result increase sales. Additionally, we are focusing our marketing efforts on explaining the technical features and customer support programs of current and future products in order to further differentiate ourselves from the competition. This overall strategy allows our products to continue to demonstrate the high level of performance and quality achieved in many markets throughout the world.
Our marketing strategy for the significantly larger worldwide beverage and vending industry is very similar to that of our gaming strategy. During fiscal 2002, we initiated sales of the Aurora product. During fiscal 2003, with sales of our new Aurora product commencing in January 2003, we achieved a significant $3.5 million increase in beverage and vending sales to $5.7 million. Throughout fiscal 2004, 2005, and 2006, we marketed our Aurora product through our already existing distribution channels, as well as through the creation of additional alliances and sales channels to further penetrate this market. The beverage and vending industry's requirement for currency validation equipment is more than $375 million per annum, or three times that of the gaming market. In addition, further penetration into the beverage and vending market, as well as the gaming market, will allow us to achieve further diversification and, if successful, could reduce our reliance on any one market as well as expand our customer base.
Our overall sales and marketing strategy in the worldwide gaming and beverage and vending industries is to deliver a high quality product supported by local sales and service in order to make our products the market standard for currency validation products. We successfully pursued this strategy in Australia, South Africa, Latin America and Russia where our products are accepted in the gaming market. In order to provide service and support, we have sales and service offices in London and Moscow as well as distributors in Australia, Russia, Italy, Southeast Asia, Latin America, the Middle East and South Africa.
To date, our continuing sales have been dependent upon the use of paper or simulated paper currency in automated payment systems for gaming and vending applications. A substantial diminution of the use of paper currency as a means of payment through a return to extensive use of high-value, metal-based coinage or the widespread adoption of electronic funds transfer systems based on credit, debit or "smart-cards" could materially and adversely affect our future growth until and unless we develop other products that are not solely dependent on the use of paper or simulated paper currency. We are currently investigating, and will continue to investigate, such opportunities and endeavor to develop new product applications where markets for such products may exist. However, no assurance can be given that we will be able to successfully develop and market such new products and systems.
Products
Since inception, we have endeavored, through research and development and manufacturing efforts, to provide products that meet the specific performance requirements of our customers. These requirements are continually evolving as the markets for currency validators continue to grow and as technological advances are incorporated into the products' design. We spent approximately $333,000, $55,000 and $75,000 during fiscal 2006, 2005 and 2004, respectively, on research and development. Our research and development consists primarily of efforts to develop new currency validators, expand our product lines into new applications, as well as to achieve improvements in technology.
Our product development efforts have been focused on the design of our latest generation of validator products, the first of which was Argus(TM), our gaming validator. We began selling Argus(TM) in January 2001. Sales of this product represented 19%, 63%, 54%, 51% and 50% of unit validator sales in fiscal 2001, 2002, 2003, 2004 and 2005, respectively. We launched the SA-4 in late fiscal 2005. The SA-4, an improved Argus validator with a faster processor chip, achieved unit sales in fiscal 2006 representing 36% of unit validator sales.
In the summer of 2002, the Company completed the development of its new product designed specifically to address the requirements of the vending industry. Following successful field trials during the summer and fall of 2002, we commenced a sales and marketing campaign which led to sales commencing in January 2003 on our new product called "Aurora". Sales of this product represented 29%, 43%, 48% and 47% of unit validator sales in fiscal 2003, 2004, 2005 and 2006, respectively. For Argus(TM) and Aurora products, we have, since achieving technological feasibility through a detailed program design, capitalized the cost of software coding and development, and reflect the amortization of these costs in cost of sales.
Our principal products in fiscal 2006 included the SA-4, Argus(TM) and Aurora and a wide range of comprehensive currency databases and note stacker configurations. In fiscal 1997, we planned for a shift in demand toward our Generation II product line and such sales amounted to 58% of unit sales. During fiscal 2000, 2001 and 2002, this shift continued and Generation II and Argus(TM) product line sales accounted for 76%, 89% and 92% of unit sales, respectively. The Argus product had been designed to be a drop-in replacement for Generation II products and this focused toward bringing new technological features to the marketplace. During fiscal 2002 and fiscal 2003, sales substantially shifted from our Generation II product line to our Argus(TM) product line, which represented 63% and 80% of gaming validator sales. This shift increased further in the fourth quarter of fiscal 2003 and represented 96% of gaming sales which coupled with our increased marketing efforts on Argus, rather than our Generation II product line resulted in an increased inventory reserve in the fourth quarter of 2003. During fiscal 2004, we commenced a phase out program on this product, however; we will maintain field service and support for warranty repairs for several more years. We believe we have adequately reserved for inventory obsolescence for the shift in demand from our Generation I products and Generation II products to our Generation III products.
Argus(TM) is a worldwide gaming note validator, which can process multi-country databases, with a substantially greater number of notes (between 2.44 inches to 3.35 inches in width), in all 4 directions. Argus is designed to be a one size fits all validator that uses essentially the same hardware for every currency throughout the world. Argus is equipped with a standard bar code reader, which has the added capability of reading coupons and currency at the same time. The Argus sensor system has our patented Red, Green, Blue and Infrared (RGBI) optical array, which generates 56 channels of high-resolution data. It is arranged in a unique layout that allows for the analysis of a note's signature (fingerprint) without any gaps between optical sensors. The optical information provided by Argus is reflective (off the note), transmissive (through the note) and a combined RGBI pattern of reflective data to create a color signature of the note being evaluated. The Argus validator also has a high-sensitivity magnetic sensor and high-resolution Side-Looking Sensors(TM). The Generation III product line offers a "soft drop analyzer" ("SDA") option. This patented SDA feature allows the note stacker cassette to maintain and track specific information such as currency or coupons in the cassette by quantity and denomination; the specific machine or game that the cassette was removed from; the acceptance rate of the validator; and time-in/time-out of the cassette from the gaming machine. This information can be easily downloaded, via a docking station provided by us, to a personal computer allowing instant feedback/tracking for the machine operator.
Aurora is our first validator specifically designed for the worldwide beverage and vending industries. Aurora is an injection-molded modular design that can be used in the up-stack or down-stack orientation and uses state of the art optics in its internal sensor system with our patented RGBI optical array. With field trials completed in the fall of 2002 and sales commencing in January 2003, this product quickly replaced most sales of our M-125 and M-150 products. This product originally targeted for the beverage and vending industry has also been
aggressively marketed in the un-regulated gaming market in 2004 and 2005 with substantial penetration. We continued marketing efforts in both venues during fiscal 2006. As with Argus, Aurora is designed to be a one size fits all validator that essentially uses the same hardware for every currency in the world.
Our newest product launched in fiscal 2005 is the SA-4. SA-4 is a worldwide note validator that can handle bills up to 3.35 inches in width while holding a database of up to 128 different bank notes in four directions, which enables SA-4 to securely validate multiple currencies without the need to re-program. The DSP chip enables the use of advanced algorithms, which significantly improve security and performance. The SA-4 sensor system has our patented Red, Green, Blue and Infrared (RGBI) optical array and an industry standard bar-code reader that is compatible with the various Ticket-In Ticket-Out (TITO) systems currently found on many casino floors worldwide. Many countries use magnetic ink to increase the security of their currency. The SA-4 currency validator contains a new high-sensitivity magnetic circuit that doubles the sensitivity to detect these inks. SA-4 contains front and rear sensors, which guarantee the detection of critical bill position information. SA-4 supports the various industry-standard communication protocols commonly used for vending, gaming, and video lottery machines.
In October 2006, we announced the rollout of our Falcon currency validator which uses Digital Signal Processor (DSP) technology to achieve fast reliable note recognition. With our proven patented RGBI Optical Technology, Falcon can validate currency for most countries.
Product Performance and Warranties
Our validator and note stacker products are generally covered by a one-year warranty against defects in materials or workmanship. This warranty has essentially doubled with our Generation III validators (Argus, Aurora, Advantage and SA-4). The Company or our authorized service agents will repair or replace any units that require warranty service. We do not warrant that our validators will reject all counterfeit currencies and believe that there is no commercially available validator that is counterfeit-currency-proof or warranted as such. To support our increasing international market presence, we have expanded our warranty and non-warranty support coverage to provide in-country capability in key worldwide markets (e.g. Australia, Russia, Latin America, South Africa, Europe and Southeast Asia). In these markets, the local sales and service joint venture partners and distributors provide warranty labor while our primary product support in these markets is in the form of warranty parts. Over the last three years, our cost of warranting our products has varied primarily as a direct result of the increase or decrease in the unit sales, as well as product performance. Warranty expense for 2006, 2005 and 2004 was $161,000, $176,000 and $198,000 , respectively, which represents actual costs incurred and an estimate of future costs to be incurred.
Marketing and Sales
An "in-house" sales force consisting of sales representatives, sales/product technicians and customer service support personnel, as well as strategic joint ventures and distributors, conducts our primary sales and marketing efforts in
both the domestic and international markets. We have company-owned sales and service offices in London and Moscow and exclusive distributors for the key markets of Australia, New Zealand and the Pacific Rim. In addition, we have distributors in Russia, Italy, Southeast Asia, Latin America, the Middle East and South Africa. The overall sales and service network provides effective international coverage for our products and customers and reflects our commitment to providing superior service worldwide.
Customer Concentration
During fiscal 2006, our largest customer, GPTA, accounted for approximately 28% of net sales. A significant portion of GPTA's sales is to Aristocrat Technologies Australia Pty Ltd. Net sales to the gaming industry accounted for approximately 78.9% of our revenues, with the remaining 21.1% primarily from product applications in the beverage and vending industry. We sell to a small group of OEMs in the gaming and beverage and vending industries. The Company must achieve significantly less dependence on several important customers by expanding into new countries, expanding our customer base and developing new products to increase the market size we can market to, such as domestic gaming and the mass market vending applications. Until such initiatives are achieved, we are at risk that lower demand for any one product or market, or a loss of a significant customer, can substantially impact our revenues and net income.
Manufacturing
Since 1995, our operations have been conducted from a leased facility, currently 44,000 square feet, which houses the manufacturing and administrative functions in Hauppauge, New York.
Our manufacturing operations consist primarily of mechanical and electro-optical assembly and the provision of wiring harnesses between components and between the validator and the OEM machine in which the finished product is to be used. We routinely test all components and have extensive "burn-in" procedures for the final assembled product. Direct control over fabrication, via our key suppliers, and testing permits us to shorten our production cycle and protect patented and proprietary technology. During fiscal 2000, we transitioned a portion of our manufacturing to demand flow technology. In addition, we have evaluated and will continue to evaluate our suppliers in an effort to reduce our total cost of manufacturing, a process that may include vendor consolidation and outsourcing.
As we began our transition to the Argus product line in fiscal 2001, we incurred increased costs related to lower volumes on the two product lines. As this transition was substantially completed during fiscal 2002, Argus was expected to be produced in a more efficient manner at a lower cost, and at the same time allowing increased flexibility to meet customers' demand. In the fourth quarter of 2002 these improvements were more than offset by the significant reduction in sales and production. During fiscal 2003, our introduction of our new Aurora product with higher initial purchase costs and increased initial manufacturing costs, coupled with overall lower sales volume than fiscal 2002, resulted in lower net margins for the year. We did, however, take action to significantly reduce our purchased component costs on Aurora and Argus by the end of fiscal
2003 by manufacturing and selling off, on a first-in first-out basis, our higher priced purchased components. In fiscal 2004, we continued our efforts to further reduce costs and to improve the margin on our Aurora product, and while improvements in purchasing costs and manufacturing efficiencies had been achieved by the end of fiscal 2004, the benefits were substantially realized during fiscal 2005. During fiscal 2006, we continued our efforts to reduce product costs, including potential outsourcing, but the most significant factor affecting our gross profit percentage was the unit sales levels achieved and their relationship to manufacturing costs, as well as any impact from sales and marketing efforts to achieve additional market share and/or reduce its current inventory levels.
We depend on a limited number of suppliers for various stamped or formed housings, gears, cogs and wheels and electronic assemblies or components, including certain microprocessor chips. We believe that concentrating our purchases from our existing suppliers provides, in certain cases, better prices, better quality and consistency and more reliable deliveries. We maintain on-going communications with our suppliers to prevent interruptions in supply and, to date, generally have been able to obtain adequate supplies in a timely manner. We have entered into volume blanket purchase agreements of approximately 900,000 with selected suppliers to guard against shortages of unique components, thereby limiting our exposure to business interruptions. As of January 12, 2007 approximately 450,000 of commitments remain. Furthermore, many of the electronic components we use, including our microprocessors, are widely used in many applications and are available from a number of sources. However, the short wavelength light source that forms a critical part of our optical scanning device is now commercially available from only a very limited number of suppliers. We believe that if such supply were to become unavailable, our units could be redesigned to use other light sources and still remain competitive in the marketplace. However, any interruption in the supply of key components that cannot be quickly remedied could have a materially adverse effect on our results of operations.
Competition
The market for our products is very competitive and the number of competitors and their product offerings has increased due to the growing worldwide marketplace. A number of competitors have significantly greater financial, technical, sales and marketing resources than the Company. Additionally, certain of these companies have acquired competitors with synergistic product lines in an effort to offer a more complete product line. In 1998, Coin Controls Limited ("Coin Controls") acquired Ardac, Inc. ("Ardac"), a domestic currency validator manufacturer. Coin Controls had primarily focused on the validation of coins worldwide for the gaming and amusement industries. With the acquisition of Ardac, Coin Controls changed its name to Money Controls PLC ("MCP") and the two companies together had the ability to package its coin mechanism with a currency validator for both the gaming and beverage and vending industries. In November 1999 MCP announced, and subsequently completed, its agreement to be acquired by Coin Acceptors, Inc. ("Coinco"), a St. Louis-based supplier of primarily vending products. This resulted in Coinco being a competitor that has an integrated gaming and beverage and vending product line, as well as relationships in both industries. Similar competitors are Japan Cash Machines Co., Ltd. ("JCM") and Mars Electronics International ("MEI"), entities that have products able to serve both the gaming and the beverage and vending marketplaces.
In the domestic market, certain competitors are divisions or affiliates of manufacturers of vending machines. For example, Royal Vendors, Inc. is an affiliate of Coinco. Such validator manufacturers enjoy a competitive advantage in providing for the significant validator requirements of their affiliates. For validators sold for use in the beverage, food, snack and lower-priced goods or amusement markets, Coinco dominates the domestic market. MEI, JCM, Ardac, International Currency Technologies, Sanyo, Conlux, Coegis and Cashcode Company, Inc. ("Cashcode") compete with us in the international beverage and vending market.
The largest supplier of validators used in the domestic gaming and lottery markets is JCM. Internationally, we compete for gaming machine business with JCM, MEI, Ardac and Cashcode. In the secondary low-value gaming markets, Innovative Technology, Ltd. maintains a significant market share due to this market's price sensitivity and its low-cost approach to this market. We have focused our marketing efforts on the higher-priced domestic and international gaming validator business and compete on the basis of service, quality, durability and performance while maintaining a high level of protection against tampering and counterfeit currencies.
Historically we have been more willing to address smaller markets than our larger competitors and expect to encounter increased competition as the markets addressed by our products continue to grow. Also, we have been willing to adapt our products to a variety of OEMs, which has allowed us to be flexible to expand when new markets open up to sales. We believe that performance, quality and protection against tampering and counterfeit currency are as important as price as competitive factors in the worldwide gaming marketplace.
Intellectual Property
We rely on certain proprietary know-how and trade secrets to protect our technology. Important components of this proprietary information are our library of distinguishing characteristics of the currencies, which our validators scan and validate, and our proprietary algorithms. We have entered into non-disclosure and secrecy agreements with all of our employees having access to this technology.
We hold ten U.S. patents as follows: design for "Escrow Box for Coin Operated Machines," U.S. Patent No. D283,518 issued April 22, 1986; "Paper Currency Acceptor and Method of Handling Paper Currency for Vending Machines and the Like," U.S. Patent No. 4,884,671 issued December 5, 1989; "Anti-fraud Currency Acceptor," U.S. Patent No. 5,259,490 issued November 9, 1993; "Bill Accumulating and Stacking Device," U.S. Patent No. 5,322,275 issued June 21, 1994; "Soft Count Tracking System," U.S. Patent No. 5,630,755 issued May 20, 1997; "Paper Currency Validator (Side-Looking Sensors)," U.S. Patent No. 5,806,649 issued September 15, 1998; "Electrical Switch Connectors," U.S. Patent No. 5,842,879 issued December 1, 1998; "Stacker Mechanism for Stacking Bank Notes" U.S. Patent No. 5,899,452 issued May 4, 1999; "Apparatus and Method for Detecting a Security
Feature in a Currency Note," U.S. Patent No. 6,104,036 issued August 15, 2000; and "Bank Note Validator (RGBI)" U.S. Patent No. 6,223,876 issued May 1, 2001. Certain patents cover technology used in our first, second and third generation validator product lines and the remaining patents cover technology used in certain special models. In addition, on September 30, 1999 we filed a reissue application with the U.S. Patent and Trademark Office to amend and broaden the claims of U.S. Patent No. 5,630,755.
In addition to our U.S. patents and pending application, we have also applied for patent protection in a large number of international markets. If corresponding foreign patents are obtained, we believe that these patents could provide important protection for certain technological advantages our validators possess in international markets. However, we do not believe that we will be materially adversely affected if these patents are not issued. No assurances can be given that any patent applications will result in the issuance of additional patents. We have obtained patents in Australia, New Zealand and South Africa under the Eurasian Patent Convention corresponding to U.S. Patent No. 6,223,876 covering the use of short wave-length light in a validator to discern the color and other characteristics of bills being scanned. In addition we have obtained a patent in New Zealand corresponding to U.S. Patent No. 5,630,755 covering a system for monitoring and tracking money collected from a gaming machine and the like.
In September 2006, we announced that we had filed for patents on revolutionary new optical technology expected to be unveiled in a new product launch during fiscal 2007.
We have licensed certain patented proprietary technology covered by U.S. Patent No. 5,630,755 to Ardac, Inc. in 1999. Such license settled a patent infringement suit initiated by the Company and provides for the payment of license fees based on unit sales of certain of Ardac's products.
In March 2004, we entered into a Cross-License Agreement with JCM whereby we granted JCM a non-exclusive, royalty-free license for U.S. Patent No. 5,630,755 and JCM granted us a non-exclusive, royalty-free license to use and install the ID-003 software in bill validators manufactured by or on behalf of the Company and sold by us.
Although we have not received any bona fide claims asserting infringement of the proprietary rights of third parties, there can be no assurances that third parties will not assert such claims against us in the future or that any such assertion may not require us to enter into royalty arrangements or result in protracted or costly litigation.
Government Regulation
As a supplier of paper currency validators to customers subject to gaming regulations and postal regulations, we are indirectly subject to such regulations that are reflected in customer purchase orders or customer specifications. We believe that we are in full compliance with such regulations. Any failure to comply with such regulations, however, could have a materially adverse effect on our results of operations.
Employees
On December 31, 2006, we had 82 employees, consisting of 3 executives; 5 sales and customer service representatives; 21 engineers and software developers, and technical support representatives; 8 materials, quality control and quality assurance personnel; 8 administrative and clerical personnel; and 37 assembly/manufacturing personnel. We believe our relationship with our employees is good.
Special Note Regarding Forward-Looking Statements
A number of statements contained in this report are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the applicable statements. These risks and uncertainties include, but are not limited to: the Company's dependence on a limited base of customers for a significant portion of sales; the Company's dependence on the paper currency validator market and its potential vulnerability to technological obsolescence; the possible impact of competitive products and pricing; the risks that its current and future products may contain errors or defects that would be difficult and costly to detect and correct; potential manufacturing difficulties; possible risks of product inventory obsolescence; uncertainties with respect to the Company's business strategy; general economic conditions in the domestic and international market in which the Company operates; potential shortages of key parts and/or raw materials; potential difficulties in managing growth; dependence on key personnel; the relative strength of the United States currency; and other risks described in the Company's Securities and Exchange Commission filings.
Item 1A.
Item 1A. Risk Factors - -------- ------------
We have not been profitable for the past few years.
We have had a large decline in sales this year and we have not been profitable for the past few years. Our new product initiatives may not be enough to allow us to regain profitability.
Our line of credit expires in March 2007.
We are dependent on our line of credit to provide funds for our working capital needs and our investment in new product development. If we are unable to renew or replace the line, we may be unable to continue with our new products and this could have a significant adverse effect on our revenue.
We are dependent on the paper currency validator and gaming market.
In fiscal 2006, 79% of our sales were to the gaming market. Any significant technological advances to increased use of smart cards could cause a reduction in our revenues. Any changes in government regulations, as we experienced in Russia, could have an adverse effect on our revenue.
We are dependent on a small number of customers.
In fiscal 2006, one customer accounted for 28% of our sales. The loss of this customer could have a significant adverse effect on our revenue.
Some product components have a long lead time.
Some of our product components may take in excess of 12 weeks to obtain and a shortage of those parts may have a negative effect on our revenue.
We have a risk that some of our inventory may become obsolete.
We hold inventory for warranty and repairs and replacements. We also anticipate sales volumes from our customers due to lead times required to build inventory. There is a risk that orders may be less than anticipated for certain product models and that we may have excess inventory or inventory which becomes obsolete.
We may have difficulty competing with larger companies that offer similar products which may result in decreased revenue
We believe that we have a very competitive product; however, many of our competitors have greater resources than we have and can invest more in product development and marketing or develop pricing strategies which may adversely effect our revenues.
We are dependent on management and our engineers and a loss of key employees could disrupt our business and our financial performance could suffer.
Our business is largely dependent upon our senior executive officers, Messrs. Stephen Nevitt, our president and chief executive officer and William McMahon, our chief financial officer. Although we have employment agreements with these officers, the employment agreements do not guarantee that those officers will continue as our employees. Our agreements with Messrs. Nevitt and McMahon are scheduled to expire on November 7, 2007 and April 16, 2007, respectively. Our business may be adversely affected if any key management personnel or other key employees left our employ.
Item 1B.
Item 1B. Unresolved Staff Comments - -------- -------------------------
Not applicable.
Item 2.
Item 2. Properties - ------- ----------
The Company leases approximately 44,000 square feet which houses the manufacturing and administrative functions in Hauppauge, New York, for a term expiring June 30, 2007, at an annual base rental of approximately $383,000 in fiscal 2006 and $312,000 in fiscal 2007. The Company believes this facility has
excess capacity for its office and manufacturing needs and is currently reviewing its options to downsize the current facility or relocate its operations.
Item 3.
Item 3. Legal Proceedings - ------- -----------------
There are no material legal proceedings pending against the Company.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders - ------- ---------------------------------------------------
Not applicable.
PART II
Item 5.
Item 5. Market for Registrant's Common Equity, Related Stockholder - ------- ---------------------------------------------------------- Matters and Issuer Purchases of Equity Securities -------------------------------------------------
a) Market Information
The Company's Common Stock is listed and trades on the NASDAQ National Market System under the symbol GPTX. The following table sets forth, on a per share basis, the high and low sale prices for the Company's Common Stock for each quarter of fiscal 2005 and 2006.
Common Stock ------------
Quarter Ended High Low ------------- ---- ---
December 31, 2004 6.00 3.60 March 31, 2005 7.63 5.40 June 30, 2005 7.00 3.81 September 30, 2005 4.25 2.85 December 31, 2005 3.58 2.09 March 31, 2006 2.80 2.03 June 30, 2006 2.49 1.10 September 30, 2006 1.99 1.25
b) Holders
The approximate number of beneficial holders and holders of record of the Company's Common Stock as of December 14, 2006 were 1,365 and 34, respectively.
c) Dividends
The holders of Common Stock are entitled to receive such dividends as may be declared by the Company's Board of Directors. The Company has not declared or paid any cash dividends and does not expect to declare or pay any cash dividends in the foreseeable future.
Item 6.
Item 6. Selected Financial Data - ------- -----------------------
FINANCIAL HIGHLIGHTS (In thousands, except earnings per share)
(1) Includes an after-tax gain of $82,000 from the sale of the Company's unconsolidated China affiliate. (2) Based on the Company's continued losses, and related uncertainty as to the Company's ability to generate sufficient taxable income to realize the full value of its deferred income tax asset, the Company recorded a full valuation allowance and related income tax expense in the fourth quarter of fiscal 2003. (3) Includes a gain of $78,000 from the sale of the remaining portion of the Company's unconsolidated South African affiliate. (4) The weighted average shares outstanding used in the calculation of diluted loss per share did not include potential shares outstanding because they were anti-dilutive. (5) The Company, in connection with its fiscal 2002 annual audit, reclassified certain costs previously included in inventory, in the amount of $2,756,000 and $1,528,000 as capitalized software costs, and molds and tooling, respectively, as of September 30, 2001. This reclassification did not affect reported earnings, total assets, or stockholders' equity for any period. (6) Includes gain on sale of investments in unconsolidated affiliates of $307,000.
QUARTERLY INFORMATION (In thousands, except earnings per share)
(1) The weighted average shares outstanding used in the calculation of diluted loss per share, for periods in which the Company had a net loss, did not include potential shares outstanding because they were anti-dilutive.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and - ------- --------------------------------------------------------------- Results of Operations ---------------------
Results of Operations - ---------------------
Fiscal year ended September 30, 2006 compared with September 30, 2005
Sales
Net sales for fiscal 2006 decreased by 44.7% to $14.303 million as compared with $25.886 million in fiscal 2005. This decrease was due to lower sales to the gaming market, in which sales declined 51% from $23.1 million in fiscal 2005 to $11.3 million in fiscal 2006. Gaming sales to the Australian market declined 50% as the Company's distributor reduced its short term inventory requirements to better manage current market conditions in its territory. Sales into the Russian market declined by over 30% as a result of government regulations which temporarily prohibit the placement of new gaming devices. These declines were partially offset by increased sales into the Asian and South African markets,
which reflected some growth in the Macau gaming area of China as well as increased sales efforts by the Company's distributor in South Africa. Beverage and vending sales for fiscal 2006 were $3.0 million, or 21% of sales, as compared to $2.7 million or 10.6% of sales, an increase of 10%, primarily in the beverage sector. Net sales to international customers accounted for 90.6% and 92.7% of net sales in fiscal 2006 and 2005, respectively.
Gross Profit
Gross profit decreased to $1.775 million, or 12.4% of net sales, as compared with $6.867 million or 26.5% of net sales in the prior-year period. The decrease in gross profit was primarily the result of sales incentives to reduce Aurora inventory levels as well as attempting to increase the Company's market share with the Aurora product, and the effect of a 45% sales decline from fiscal 2005 while manufacturing expenses were virtually unchanged. This resulted in significant under absorption of overhead. In addition, the Company increased the inventory reserve by $432,000 in fiscal 2006 to provide for obsolescence in its Advantage product line. The Company operates in a facility which has excess capacity and the gross profit percentage will continue to be adversely affected based on its relationship to unit sales as well as impact from sales and marketing efforts to achieve additional market share and/or reduce inventory levels. The most significant factor affecting the Company's gross profit percentage will be the unit sales levels achieved and their relationship to manufacturing costs, as well as any impact from sales and marketing efforts to achieve additional market share and/or reduce its current inventory levels. During fiscal 2006, the Company's gross profit as a percentage of sales for the quarters ended December 31, 2005; March 31, 2006; June 30, 2006 and September 30, 2006 was 17.5%; 15.6%; (0.6)% and 15.0%, respectively.
Operating Expenses
Operating expenses increased to $7.429 million or 51.9% of net sales in fiscal 2006 from $7.051 million or 27.2% of net sales in fiscal 2005, an increase of $378 thousand or 5.4%. This increase was due, in part, to a severance payment made to a former officer of $150,000, research and development cost increases related to the new products planned to be introduced in fiscal 2007 and an increase in rent expense related to a short term extension of the lease until June 2007.
Equity in income of unconsolidated affiliates and Gain on sale of investments in unconsolidated affiliates
During fiscal 2006, the Company sold its interests in its affiliated customers. Prior to such dispositions, the Company accounted for its results of operations using the equity method. Included in the Company's results of operations are the Company's net share of profits through August 31, 2006 the effective date of sale, of $648,000 as compared to $236,000 in fiscal 2005. For fiscal 2006, the Company increased its equity in income of unconsolidated subsidiaries by $535,000 as compared to a reduction in fiscal 2005 of $33,000, which amounts represent the effect of the Company's share of the gross profit on sales of the Company's products to these affiliates, which were unsold by the affiliates as of the Company's fiscal year end.
The accompanying consolidated results of operations include a gain of approximately $307,000 relating to the sale of the Company's interests in its unconsolidated affiliates in fiscal 2006.
Interest Expense
Included in interest expense for fiscal 2005 was $568,000 as a result of the amortization of debt discount. During fiscal 2005 the term loan was fully repaid and the debt discount was fully amortized.
Income Taxes
With respect to the provision for income taxes, the effective rate was 0.0% in fiscal 2006 as compared to a tax benefit of 3.5% in fiscal 2005. This change in the effective tax rate is primarily the result of fiscal 2006 operating losses for which no benefit has been recognized. The Company provided a full valuation allowance against its deferred income tax assets in the fourth quarter of fiscal 2003 and continues to provide a full valuation allowance at September 30, 2006. The valuation allowance is subject to adjustment based upon the Company's ongoing assessment of its future taxable income and may be wholly or partially reversed in the future.
Net Loss
The net loss for fiscal 2006 was ($4,143,000), or ($0.67) per share, as compared with ($573,000 or ($0.10) per share in fiscal 2005.
Fiscal year ended September 30, 2005 compared with September 30, 2004 - ---------------------------------------------------------------------
Sales
Net sales for fiscal 2005 increased by 6.2% to $25.886 million as compared with $24.381 million in fiscal 2004. This increase was due to increased sales of $3.821 million to the gaming market, primarily the result of increased demand from the Company's Australian affiliate and in Russia, offset by decreased sales of $2.316 million to the beverage and vending market, as a result of significant cigarette tax increases in Germany. Gaming sales for fiscal 2005 were $23.150 million, or 89.4% of sales, as compared with $19.304 million, or 79.2% of sales, in fiscal 2004. Beverage and vending sales for fiscal 2005 were $2.736 million, or 10.6% of sales, as compared with $5.077 million, or 20.8% of sales in fiscal 2004. Net sales to international customers accounted for 92.7% and 86.3% of net sales in fiscal 2005 and 2004, respectively.
Gross Profit
Gross profit increased to $6.867 million, or 26.5% of net sales, in fiscal 2005 as compared with $5.342 million, or 21.9% of net sales, in the prior-year period. The increase in gross profit, as a percentage of sales, was primarily
the result of achieving a 6.2% sales increase while at the same time leveraging off of existing fixed manufacturing costs and by improvements in purchasing costs and manufacturing efficiencies on the Company's Aurora product that were achieved by the end of fiscal 2004 and realized early in fiscal 2005. During fiscal 2005 the Company's gross profit as a percentage of sales for the quarters ended December 2004, March 2005, June 2005 and September 2005 was 26.1%, 29.4%, 24.4% and 24.8%, respectively.
Operating Expenses
Operating expenses in fiscal 2005 increased to $7.051 million, or 27.2% of net sales, as compared with $6.857 million, or 28.1% of net sales, in fiscal 2004. This increase of $194,000 is primarily the result of increased travel and stockholder relations expenses of $140,000 and $110,000, respectively, offset in part by reduced legal and professional fees of $72,000.
Income Taxes
With respect to the provision for income taxes, the effective rate was a benefit of 3.5% as compared with a benefit of 0.4% in the prior-year period. The Company provided a full valuation allowance against its deferred income tax assets in the fourth quarter of fiscal 2003 and continues to provide a full valuation allowance at September 30, 2005. The valuation allowance is subject to adjustment based upon the Company's ongoing assessment of its future taxable income and may be wholly or partially reversed in the future.
Net Loss
The net loss for fiscal 2005 was ($573,000), or ($.10) per share, as compared with ($1,690,000), or ($.30) per share, for fiscal 2004. In addition to its operations, the Company owns interests in unconsolidated affiliates in Australia which are accounted for using the equity method. The Company accounted for its United Kingdom affiliate using the equity method until February 2005, when the Company exchanged its 25% interest in Abacus-UK for a 12.5% interest in Evolve-UK, which is now accounted for on a cost basis. The Company's affiliate in South Africa was accounted for on a cost basis until January 15, 2004, when the Company sold its remaining 5% ownership interest and recognized a gain on the sale of $78,000. Included in the results of operations for fiscal 2005 and 2004 are the Company's share of net profits of these affiliates of $203,000 and $108,000, respectively. In fiscal 2005 and 2004, equity in income of unconsolidated affiliates includes a decrease of $33,000 and $165,000, respectively, which represents the deferral of the Company's share of the gross profits on intercompany sales to its affiliates that have not been recognized by these affiliates. Excluding the intercompany gross profit adjustment, the Company's share of net income of these unconsolidated affiliates was $236,000 and $273,000 for fiscal 2005 and 2004, respectively. This decrease of $37,000 was primarily the result of lower sales and profits at the Company's Australian affiliates, partially offset, by the reversal of the valuation allowance of the deferred tax assets at the Company's eCash affiliate. In addition, the Company owns 100% of GPT-Europe and GPT-Russia, and owns 80% of Abacus-USA, the results of which are consolidated in the Company's financial statements. Included in interest expense for fiscal 2005 and 2004 was $568,000 and $242,000, respectively, as a result of the amortization of debt discount. During fiscal 2005 the term loan was fully repaid and the debt discount was fully amortized.
Liquidity and Capital Resources
The Company's capital requirements consist primarily of those necessary to continue to expand and improve product development and manufacturing capabilities, sales and marketing operations, fund inventory purchase commitments, and service principal and interest payments on the Company's indebtedness. At September 30, 2006, the Company's cash and cash equivalents were $2,270,000 as compared with $3,108,000 at September 30, 2005. A significant portion of the Company's cash balance in the amount of $659,000 and $744,000, as of September 30, 2006 and 2005, respectively, consists of currency used to test the Company's products and, although it could be available, it is not anticipated to be utilized for working capital purposes in the normal course of business. The Company has $280,000 of cash held in escrow as a result of its sale on September 2, 2006 of the Company's 50% interest in Global Payment Technologies Australia Pty Ltd. The escrow will be released on the one year anniversary of the transaction if, including among other things, the Company satisfies its obligations under a new distribution agreement with GPTA. The Company's credit facility with Laurus discussed below will expire on March 17, 2007. As of January 11, 2007 the Company had $1.3 million outstanding on the facility. The Company has had discussions with various financial institutions to extend or replace the current line of credit. The Company believes but has no assurance that it will replace this line.
On March 16, 2004, the Company received aggregate proceeds of $1,500,000 from the sale to Laurus Master Fund Ltd. ("Laurus") of a $1,500,000 principal amount secured convertible term note due in March 2007 (the "CTN"), pursuant to a Securities Purchase Agreement. The CTN was convertible into common stock of the Company at any time at the rate of $4.26 of principal for one share of common stock and was collateralized by substantially all assets of the Company. Interest was payable monthly at the prime rate plus 1.5%, with a minimum rate of 6%. In addition, Laurus received 7 year warrants to purchase an aggregate of 200,000 shares of the Company's common stock at prices of $4.87, $5.28 and $5.68 for 100,000, 60,000 and 40,000 warrants, respectively. The Company utilized approximately $1,200,000 of the proceeds to repay amounts outstanding under a previous credit agreement. At September 30, 2004, $1,425,000 was outstanding under the CTN. During the year ended September 30, 2005, the Company repaid $50,000 and Laurus converted the remaining $1,375,000 of the CTN into 323,000 shares of common stock, resulting in the full repayment of the CTN.
The value allocated to the warrants resulted in a debt discount of $506,000 that was being recognized as interest expense over the term of the CTN. Additionally, by allocating value to the warrants, Laurus received a beneficial conversion feature in the amount of $304,000 that resulted in additional debt discount that was being recognized as interest expense over the term of the CTN. Interest expense was computed utilizing the interest method, which resulted in an effective yield over the term of the CTN. Amortization for the years ended
September 30, 2005 and 2004 was $568,000 and $242,000, respectively. During fiscal 2005, the entire amount of debt discount had been recognized as interest expense and charged to operations.
On March 16, 2004, the Company also entered into a Security Agreement with Laurus which provides for a credit facility of $2,500,000 consisting of a secured revolving note of $1,750,000 (the "RN") and a secured convertible minimum borrowing note of $750,000 (the "MBN"), both due in March 2007 (the RN and the MBN collectively referred to as the "LOC"). At closing, the Company borrowed $750,000 under the MBN. Funds available under the LOC are determined by a borrowing base equal to 85% and 70% of eligible domestic and foreign accounts receivable, respectively, and 50% of eligible inventory. Outstanding amounts under the RN and MBN are convertible into common stock of the Company at any time at the rate of $4.26 of principal for one share of common stock and are collateralized by substantially all assets of the Company. Interest is payable monthly at the prime rate plus 1.5%, with a minimum rate of 6%. During the year ended September 30, 2005, Laurus converted $750,000 of the MBN into 176,000 shares of common stock. At September 30, 2006, no amounts were outstanding under the MBN or the RN.
The agreements provide that Laurus will not convert debt or exercise warrants to the extent that such conversion or exercise would result in Laurus, together with its affiliates, beneficially owning more than 4.99% of the number of outstanding shares, including warrants, of the Company's common stock at the time of conversion or exercise.
Net cash used in operating activities was ($2,412,000) in fiscal 2006. This amount was due to a net loss for the period, adjusted for non-cash items, of $1,054,000, decreased accounts receivable of $1,659,000, decreased income taxes receivable of $25,000, increased accrued expenses and other liabilities of $115,000 reduced by increased inventory of $513,000, and decreased accounts payable of $595,000.
Net cash used in operating activities was ($434,000) in fiscal 2005. This amount was due to a net loss for the period, adjusted for non-cash items, of $1,767,000, decreased prepaid expenses and other assets of $42,000, decreased accounts receivable of $824,000, and decreased income taxes receivable of $90,000, reduced by increased inventory of $2,830,000, primarily the result of an increase in the Company's Aurora product due to lower Russian orders and the slowdown in the German cigarette vending market, due to significant German tax increases, coupled with the Company's commitment to receive inventory from its vendors, decreased accounts payable of $181,000 and decreased accrued expense and other current liabilities of $146,000.
Net cash provided by operating activities was $1,741,000 in fiscal 2004. This amount was due to decreased inventory of $746,000 as a result of outsourcing and the commonality of the Generation III components, decreased income taxes receivable of $96,000 due to collections in 2004, decreased accounts receivable of $1,907,000, and net loss for the year, adjusted for non-cash items, of $126,000, offset, in part, by increased prepaid expenses and other current assets of $383,000, decreased accrued expenses and other liabilities of $600,000, and decreased accounts payable of 151,000.
The Company sells its products primarily to international markets on terms generally greater than 30 days. The Company granted 90 day payment terms to its Australian distributor. Based upon history, and the Company's current review of its accounts receivable, it believes it is adequately reserved for potentially uncollectible accounts. However, given the Company's sales and accounts receivable are concentrated to a small group of customers and in certain markets, any changes in conditions could cause a material impact to its net income (loss) and cash flow. Additionally, the timing and size of the Company's future Aurora sales orders, coupled with the continued commitments to receive certain component parts, as well as the potential impact of current and future sales programs, could have an impact on cash from operations and on gross profit percentages.
Net cash provided by investing activities amounted to $1,622,000 in fiscal 2006 as compared with net cash used in investing activities of $340,000 in fiscal 2005 and $38,000 in fiscal 2004. In fiscal 2006 the Company received $1,798,000 from the sale of its interests in Global Payment Technologies Australia Pty Ltd and eCash Pty Ltd. and in fiscal 2004 the Company received $154,000 from the sale of the remaining portion of its South African affiliate investment. The Company provided net funding and investments in its joint ventures of $51,000 in fiscal 2004. Further, the Company received $574,000 and $206,000 in dividend distributions, primarily from its Australian affiliate, during fiscal 2006 and 2004, respectively. There was no dividend distribution in fiscal 2005. The remaining investing activities of $176,000 in fiscal 2006, $340,000 in fiscal 2005 and $347,000 in fiscal 2004 were for the purchase of property and equipment primarily for its manufacturing operations.
Net cash provided by (used in) financing activities consisted of net repayments of bank borrowings of $48,000 in fiscal 2006 as compared with $63,000 in fiscal 2005 and $1,868,000 in fiscal 2004. Cash was provided by the proceeds from issuance of convertible debt of $2,250,000 in fiscal 2004. The remaining cash provided by financing activities of $492,000 in fiscal 2005 and $148,000 in fiscal 2004 were from the issuance of stock upon the exercise of common stock options and warrants.
Commitments: At September 30, 2006, future minimum payments under non-cancelable leases and principal payments to be made for long-term debt maturing over the next five years are as follows in ($000):
Operating Lease Debt Repayments --------------- --------------- Fiscal year ended September 30: 2007 $410 $60 2008 30 40 --------------- --------------- $440 $100 =============== ===============
In addition to the chart above, and in the normal course of business, purchase orders are generated which obligate the Company for future inventory requirements. As of September 30, 2006, purchase order commitments approximated $4.0 million and will be used for production requirements during fiscal 2007 and beyond.
Critical Accounting Policies
This management discussion and analysis is based on our consolidated financial statements which are prepared using certain critical accounting policies that require management to make judgments and estimates that are subject to varying degrees of uncertainty. While we believe that these accounting policies, and management's judgments and estimates, are reasonable, actual future events can and often do result in outcomes that can be materially different from management's current judgments and estimates. We believe that the accounting policies and related matters described in the paragraphs below are those that depend most heavily on management's judgments and estimates.
Inventory: Inventory is stated at the lower of cost (first-in, first-out method) or net realizable value. The Company analyzes the net realizable value of its inventory on an ongoing basis. In determining whether the carrying amount of its inventory is impaired, the Company considers historical sales performance and expected future product sales, market conditions in which the Company distributes its products, changes in product strategy and the potential for the introduction of new technology or products by the Company and its competitors. These items, as well as the introduction of new technology on products, could result in future inventory obsolescence.
Capitalized Software Costs: Based upon achieving technological feasibility through a detailed program design for Argus(TM) and Aurora products, the Company has capitalized the cost of software coding and development of these products, and reflects the amortization of these costs in cost of sales. The annual amortization is calculated using the greater of (a) the ratio that current gross revenues for a product bear to the total of current and anticipated future gross revenues for that product or (b) the straight-line method over the remaining estimated economic life of the product including the period being reported on. The estimation of both future sales of products as well as the life of the product are critical estimates that are affected by both internal and external factors that might affect the Company's estimates. If the useful life is reduced, or sales projections fall short of the estimation, amortization expense will increase.
Revenue Recognition: The Company recognizes revenue upon shipment of products to its customers and the passage of title, including shipments to its unconsolidated affiliates, or at the time services are completed with respect to repairs not covered by warranty agreements. Prior to the sale of the Company's interest in Australian unconsolidated affiliates, the Company deferred its pro rata share of gross profit on sales for the inventory of the affiliates until such time as its affiliates sold to a third party customer.
Warranty Policy: The Company provides for the estimated cost of product warranty at the time related sales revenue is recognized. Furthermore, the Company warrants that its products are free from defects in material and workmanship for a period of one year, or almost two years in the case of its Argus, Aurora, SA-4, and Advantage products, from the date of initial purchase. The warranty does not cover any losses or damages that occur as a result of improper installation, misuse or neglect and repair or modification by anyone other than the Company and its appointed service centers. Repair costs beyond the warranty period are charged to the Company's customers.
Reserve for Uncollectible Accounts Receivable: At September 30, 2006, our accounts receivable balance was $2.1 million. Our accounting policy is to reserve for the accounts receivable of specific customers based on our assessment of certain customers' financial condition. We make these assessments using our knowledge of the industry coupled with current circumstances or known events and our past experiences. This policy is based on our past collection experience. To the extent that our experience changes or our customers experience financial difficulty our reserve may need to increase.
Investments in Unconsolidated Affiliates: During fiscal 2006, the Company sold its interest in its affiliated entities. Prior to such disposition, the Company applied the equity method of accounting to its investments (including advances) in entities where the Company had non-controlling ownership interests of 50% or less and exercised a significant influence on that entity. The Company's share of these affiliates' earnings or losses is included in the consolidated statements of operations through the date of sale. Prior to the sale of its affiliates, the Company eliminated its pro rata share of gross profit on sales to such affiliates for inventory on hand at the affiliates. Effective February, 2005, when the Company exchanged its 25% interest in Abacus-UK for a 12.5% interest in Evolve-UK, it accounted for this investment on a cost basis. For investments in which no public market exists, the Company reviews the operating performance, financing and forecasts for such entities in assessing the net realizable values of these investments. Since April 2003, when the Company sold a significant portion of its investment in its South African affiliates which reduced its ownership in GPTHL from 24.2% to 5%, the Company accounted for its remaining investment on a cost basis. Effective January 15, 2004, the Company sold its remaining interest in this affiliate.
Long-Lived Assets: The Company accounts for long-lived assets in accordance with the provisions of Statement of Accounting Standards ("SFAS") No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. This Statement requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated. As a result of its review, the Company does not believe that any impairment exists in the recoverability of its long-lived assets as of September 30, 2006.
Income Taxes: The Company accounts for income taxes under SFAS No. 109, Accounting for Income Taxes. SFAS No. 109 requires an asset and liability approach for financial reporting for income taxes. Under SFAS No. 109, deferred taxes are provided for temporary differences between the carrying values of assets and liabilities for financial reporting and tax purposes at the enacted rates at which these differences are expected to reverse. The effective tax rate for the Company is affected by the income mix derived from the core business and from its share of income from foreign affiliates that may have different tax rates. Realization of deferred tax assets is primarily dependent upon the Company's future profitability, and the Company has, consequently, provided a full valuation allowance against its deferred income tax assets due to the impact of the fiscal 2006, 2005 and 2004 losses and uncertainty as to the ability to generate future taxable income to sufficiently realize those assets. To the extent the Company's profitability improves, the valuation allowance may be wholly or partially reversed. At such time that the Company believes that it will realize sufficient taxable income, the valuation allowance will be reassessed.
Debt Discounts: Pursuant to the Securities Purchase Agreement with Laurus the Company received proceeds of $1,500,000 from the issuance of the CTN in the principal amount of $1,500,000 and 7 year warrants to purchase 200,000 shares of the Company's common stock. The value allocated to the warrants resulted in a debt discount of $506,000 that was being recognized as interest expense over the term of the CTN. Additionally, by allocating value to the warrants, Laurus received a beneficial conversion feature in the amount of $304,000 that resulted in additional debt discount that was being recognized as interest expense over the term of the CTN. Interest expense was computed utilizing the interest method, which results in an effective yield over the term of the CTN. At September 30, 2004, $1,425,000 was outstanding under the CTN. During the year ended September 30, 2005, the Company repaid $50,000 and Laurus converted the remaining $1,375,000 of the CTN into 323,000 shares of common stock, resulting in the full repayment of the CTN. As a result of the conversion of the balance of the CTN, the entire amount of debt discount has been recognized as interest expense and charged to operations.
Stock-Based Compensation: Effective October 1, 2005, the Company adopted SFAS No. 123 (Revised 2004), Share Based Payment ("SFAS No. 123R"), which requires a public entity to measure the cost of employee, officer and director services received in exchange for an award of equity instruments based on the grant date fair value of the award. SFAS No. 123R supersedes the Company's previous accounting under SFAS No. 123, Accounting for Stock-Based Compensation ("SFAS No. 123"), which permitted the Company to account for such compensation under Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees ("APB No. 25"). Pursuant to APB No. 25, and related interpretations, no compensation cost had been recognized in connection with the issuance of stock options, as all options granted under the Company's stock option plans had an exercise price equal to or greater than the market value of the underlying common stock on the date of the grant.
In advance of implementing the requirements of SFAS No. 123R, the Company, in September 2005, accelerated the vesting of all unvested stock options previously awarded to employees, officers and directors in order to avoid the recognition of compensation expense under SFAS No.123R, with respect to these options. Any option grants since then have resulted in compensation expense.
The Company adopted SFAS No. 123R using the modified prospective transition method, which requires that compensation cost be recorded as earned for all unvested stock options outstanding at the beginning of the first fiscal year of adoption of SFAS No. 123R based upon the grant date fair value estimated in accordance with the original provisions of SFAS No. 123 and for all share-based payments granted subsequent to the adoption, based on the grant date fair value estimated in accordance with the provisions of SFAS No. 123R. The Company's consolidated financial statements as of and for the twelve months ended September 30, 2006 reflect the impact of SFAS No. 123R. In accordance with the modified prospective transition method, the Company's consolidated financial statements for prior periods have not been restated to reflect, and do not include, the impact of SFAS No. 123R
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk - -------- ----------------------------------------------------------
Fiscal 2006 saw continued moderation in the level of inflation. In order to offset the resultant rise in the costs of operations, the Company has assessed, and will continue to assess, ways to gain efficiencies and reduce operating and manufacturing costs, thereby increasing profit margins and improving its operations.
While the Company operates in many international markets, it does so principally through the sale of its products with invoices denominated in the United States currency. Additionally, the Company operates without the use of derivative or hedging instruments. The Company is subject to the effects caused by the strengthening or weakening of the United States currency, and as such may consider the use of currency instruments in the future.
The Company has a $2.5 million credit facility consisting of a secured revolving note of $1.75 million and a secured convertible minimum borrowing note of $750,000 with borrowings subject to interest at the prime rate as published in the Wall Street Journal plus 150 basis points. As such, the interest rate is variable and the interest expense on potential borrowings is based upon the types of loans and applicable interest rates at the time of borrowing. In the event the Company had its entire revolving credit facility, $2.5 million at September 30, 2006, outstanding for the entire year, each 100 basis point increase would result in an annual increase in interest expense of approximately $25,000.
During fiscal 2006, the Company sold its interests in its privately held unconsolidated foreign companies which its used for the purposes of conducting its business overseas and attaining its strategic objectives. These investments had a net carrying value of $2.2 million at September 30, 2005 and were included
in Investments in unconsolidated affiliates at September 30, 2005 and was accounted for using the equity method. For investments in which no public market exists, our policy is to regularly review the operating performance, recent financing transactions and forecasts for such companies in assessing the net realizable values of the investments in these companies. Impairment losses on equity investments are recorded when events and circumstances indicate that such assets are impaired and the decline in value is other than temporary.
Item 8.
Item 8. Financial Statements and Supplementary Data - ------- -------------------------------------------
The financial statements of the Company required by this item are set forth beginning on page.
Item 9.
Item 9. Changes in and Disagreements With Accountants on Accounting and - ------- --------------------------------------------------------------- Financial Disclosure -------------------- None.
Item 9A.
Item 9A. Controls and Procedures - -------- -----------------------
The Company maintains a system of disclosure controls and procedures that is designed to provide reasonable assurance that information, which is required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to management in a timely manner. The Company's Chief Executive Officer and Chief Financial Officer have evaluated this system of disclosure controls and procedures as of the end of the period covered by this annual report and believe that the system is operating effectively to ensure appropriate disclosure. There have been no changes in the Company's internal control over financial reporting during the most recent fiscal year that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
Item 9B.
Item 9B. Other Information - -------- -----------------
None.
PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant - -------- --------------------------------------------------
a) Directors and Executive Officers
The following table sets forth certain information with respect to our directors and executive officers.
Name Age Positions with the Company - ---- --- -------------------------- Richard E. Gerzof 61 Director, Chairman of the Board(1)(2)(3) Elliot H. Goldberg 66 Director, Chairman of the Audit and Compensation Committees(1)(2) William H. Wood 64 Director, Chairman of the Nominating Committee(3) Stephen Nevitt 58 President/Chief Executive Officer, Director(2)(3) Matthew Dollinger 62 Director(1) William McMahon 54 Vice President, Chief Financial Officer and Secretary
(1) Member of the Audit Committee (2) Member of the Compensation Committee (3) Member of the Nominating Committee
Richard E. Gerzof has been Chairman of the Board of Directors since March 2004, Vice Chairman of the Board of Directors from May 2003 to March 2004, and a director of the Company since its inception in 1988. Mr. Gerzof has been a partner of Sun Harbor Manor, a nursing home, since 1974. He has also been a licensed real estate broker since 1982 and was a partner or principal in Sonom Realty Co., a property management and construction firm, from 1974 through 1992. He has also been a partner in the Frank's Steaks Restaurant chain since 1993.
Elliot H. Goldberg has been a director of the Company since January 2006. Mr. Goldberg has been the senior partner at the public accounting firm of Liebman, Goldberg & Drogin, LLP since May 1, 1997. From 1967 to May 1, 1997 he operated the public accounting firm of Elliot H. Goldberg CPA PC., which then merged into Liebman Goldberg & Drogin, LLP. Mr. Goldberg has been a member of the New York State Society of CPAs and the American Institute of Certified Public Accountants since 1967. Since 1971 Mr. Goldberg has been President of Lor-Deb Enterprises Ltd., an insurance consulting brokerage firm. Mr. Goldberg received a Bachelor of Arts Degree in Economics in 1963 and a Bachelor of Business Administration Degree in Accounting in 1965 from the City University of N.Y.
William H. Wood has been a director of the Company since August 2004 and Chairman of the Nominating Committee since January 2005. He was President of the Company from January 1993 to March 1998 and served as Chief Executive Officer of the Company from April 1993 to May 1996. He was a director of the Company from May 1993 to March 1999. From April 1999 to July 2004 he was self employed in various consulting and sales assignments in the beverage and vending industries, and was engaged in community activities and private investments. From January
1990 until January 1993 he held various executive positions at Maytag Corp./Dixie Narco Division, including Director of Product Development (January 1990 to June 1990), Vice President, Engineering and Technical Resources (July 1990 to April 1992), and Vice President, Gaming and OEM Business (May 1992 to January 1993). From July 1990 to January 1993 he was also a corporate officer of Maytag Corp., with responsibilities in its Dixie Narco Division.
Stephen Nevitt has been President and Chief Executive Officer of the Company since November 2005 and a director of the Company since January 2005. Since September 2003, he has been a partner in Solar Crossings LLC, an international marketing and sales agency that is consulting on the commercial launch of new sunglass technologies. From August 2000 through August 2003, Mr. Nevitt was a consultant to Bushnell Performance Optics, a leading global distributor of sunglasses, binoculars and range finders. From November 1976 to August 1995 Mr. Nevitt worked in a family sunglass business. In 1995 his company successfully completed an initial public offering trading under the name Solar-Mates, Inc. In 1997 his company acquired the Serengeti Eyewear division from Corning Inc. The company, now known as Serengeti Eyewear, Inc., was purchased by strategic buyers in August 2000. Mr. Nevitt served as President/CEO of the company from October 1992 to August 2000.
Matthew Dollinger has been a director of the Company since April 25, 2006. Mr. Dollinger has been a senior member of the law firm of Dollinger, Gonski & Grossman since its formation in 1977. The firm is primarily engaged in Commercial and Real Property litigation in the Federal and State Courts located in the States of New York, New Jersey and Florida. Mr. Dollinger is licensed to practice law in New York and Florida as well as before various United States District Courts and the United States Supreme Court. Mr. Dollinger is a member of the New York State Bar Association, Florida Bar Association, Nassau County Bar Association, Brooklyn Bar Association, Suffolk County Bar Association and the American Bar Association. Mr. Dollinger participates as a member of the Commercial Litigation and Real Property Committees in various state bar associations. Mr. Dollinger has lectured to bar associations and non-bar association groups in the fields of Commercial Litigation, Title Insurance and Ethical matters involving attorneys and clients. Mr. Dollinger received a Juris Doctor Degree in 1969 from the Brooklyn Law School and a Bachelor of Arts Degree in 1966 from the Long Island University.
Edward Seidenberg had been a director of the Company since April 2003, but did not stand for re-election. Mr. Seidenberg was Chairman of the Audit Committee from April 2003 to January 2004 and from January 2005 until April 2006 and Chairman of the Compensation Committee from January 2004 until April 2006. Since November 2000, Mr. Seidenberg has been Chief Operating Officer of InfoHighway Communications Corporation. He was previously President of the Company from March 1998 to November 2000, was Chief Operating Officer of the Company from March 1997 to November 2000, and a director of the Company from August 1996 to November 2000. From August 1996 to March 1998 he served as Vice President of the Company. From October 1995 to July 1996 he was Vice President and Chief Financial Officer of MCI Wireless, the country's largest non-facilities provider of cellular telephone service, and from March 1990 to September 1995 he was Vice President and Chief Financial Officer of Nationwide Cellular Service, Inc. Mr. Seidenberg received his BS in Accounting from State University of New York at Buffalo and his MBA in Finance from Emory University.
William L. McMahon has been Secretary of the Company and Vice President and Chief Financial Officer of the Company since April 17, 2006. From October 2001 until April 16, 2006 Mr. McMahon was Senior Vice President of Buccino & Associates, Inc. a national turnaround consulting firm. From September 2000 to October 2001, Mr. McMahon served as Chief Financial Officer of Bobby Allison Wireless, a publicly traded retailing operation. Mr. McMahon was Chief Financial Officer of Serengeti Eyewear, Inc., from June 1998 to September 2000. From December 1992 to June 1998, Mr. McMahon was Director of Development for Uniroyal Technology Corporation, a manufacturer of specialty plastics and acrylics. From June 1984 to December 1992, Mr. McMahon was Vice President of Buccino & Associates, Inc. a national turnaround firm. Mr. McMahon received a Bachelor of Science in Commerce and Accounting from DePaul University in Chicago, Illinois in 1974.
b) Audit Committee
The Audit Committee has been established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended. The Committee provides assistance to the Company's directors in fulfilling the Board's oversight responsibility as to the Company's accounting, auditing, and financial reporting practices and as to the quality and integrity of the financial reports of the Company. The specific functions and responsibilities of the Audit Committee are set forth in the written charter of the Audit Committee adopted by the Board of Directors. The Audit Committee is made up of Elliot Goldberg, Chairman and its financial expert, Richard Gerzof and Matthew Dollinger. Mr. Goldberg is independent, as that term is used in Item 7(d)(3)(iv) of Schedule 14A under the Exchange Act.
c) Code of Ethics
The Company has adopted a code of ethics that applies to its directors, officers and employees. The Company filed a copy of its code of ethics as Exhibit 14 to its annual report on Form 10-K for the fiscal year ended September 30, 2004. The Company intends to report amendments to or waivers from the Company's code of ethics that are required to be reported pursuant to the rules of the Securities and Exchange Commission on Form 8-K.
d) Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company's directors and executive officers, and persons who own more than ten percent of the Company's Common Stock, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of Common Stock of the Company. To the Company's knowledge, based solely on a review of such reports furnished to the Company with respect to its most recent fiscal year, the Company believes that during or with respect to the fiscal year ended September 30, 2006 all reports under Section 16 (a) have been timely filed.
Item 11.
Item 11. Executive Compensation - -------- ----------------------
a) Summary Compensation Table
The following table summarizes the compensation earned for the last three fiscal years by the Company's Chief Executive Officer and all other executive officers whose salary and bonus exceeded $100,000 for the 2006 fiscal year (the "Named Executive Officers"), for services in all capacities to the Company during its 2006, 2005 and 2004 fiscal years.
(1) Effective November 2005, Mr. Nevitt replaced Mr. Oliveri as President and Chief Executive Officer and Mr. Oliveri assumed the positions of Executive Vice President and Chief Operating Officer.
(2) Effective April 17, 2006, Mr. McMahon replaced Mr. McNeill as Vice President and Chief Financial Officer.
b) Option Grants in Last Fiscal Year (Individual Grants)
(1) These options were awarded at the fair market value of the Company's Common Stock at November 7, 2005, the date of the award, and become exercisable in cumulative annual installments of 33.3% per year on each of the first three anniversaries of the grant date. The options were awarded for services as an executive officer.
(2) These options were awarded at the fair market value of the Company's Common Stock at April 25, 2006, the date of the award, and become exercisable in cumulative annual installments of 33.3% per year on each of the first three anniversaries of the grant date. The options were awarded for services as an executive officer.
(3) These options were awarded at the fair market value of the Company's Common Stock at April 17, 2006, the date of the award, and become exercisable in cumulative annual installments of 33.3% per year on each of the first three anniversaries of the grant date. The options were awarded for services as an executive officer.
No SARS were granted in the last fiscal year.
c) Aggregated Option Exercises and Fiscal Year End Option Values
(1) The closing price of the Company's Common Stock as reported on the NASDAQ National Market on September 30, 2006 was $1.29 per share. Value is calculated by multiplying (a) the difference between the closing price and the option exercise price by (b) the number of shares of Common Stock underlying the option.
No SARS were exercised during the last fiscal year or were outstanding at fiscal year end.
d) Compensation of Directors
Compensation for non-employee directors is as follows:
Annual Board retainer $12,000 Annual Audit Committee Chairman fee 4,000 Annual Compensation Committee Chairman fee 1,000 Board meeting fee 1,000 Committee meeting fee 500
Each non-employee director may elect to receive stock options in lieu of cash compensation. Employee directors do not receive director fees.
The following chart summarizes the stock options granted and cash compensation paid to directors for services rendered as directors during the 2006 fiscal year:
Options Cash Granted Compensation ------- ------------ Richard E. Gerzof 23,500 $0 William H. Wood 3,500 21,000 Elliot H. Goldberg 6,500 16,050 Matthew Dollinger 21,500 0 Edward Seidenberg 0 15,400 - ------------------- ------ ------- Total 55,000 $52,450 ====== =======
e) Employment Agreements
Effective November 7, 2005 the Company entered into an agreement with Stephen Nevitt providing for his employment as President and Chief Executive Officer for a one-year term with automatic extensions for additional one-year terms unless and until either the Company or Mr. Nevitt provides 90 days advance written notice of a desire to terminate the agreement. The agreement provided for a salary at a rate of $225,000 per year and bonuses and stock options as determined by the Board of Directors. On January 11, 2006 the Company amended the agreement and increased the annual salary from $225,000 to $300,000. The agreement grants Mr. Nevitt options to purchase 250,000 shares of the common stock of the Company at $2.85 per share, the fair market value as of the date of the agreement, which options vest at the rate of 83,333 options on the first anniversary of the date of the agreement and a like amount on each of the second and third anniversaries, and options to purchase an additional 250,000 shares, subject to approval by the shareholders of the Company at its next meeting of stockholders. If such additional options are approved, the exercise price would be the fair market value at the date of the approval and would otherwise be identical to the options previously granted. On April 25, 2006, the options were approved by the shareholders and the Company granted 250,000 options at an exercise price of $2.18. The agreement also provides for participation in employee benefit plans and other fringe benefits. If terminated under a change of control in the second six month period, he would be entitled to $50,000.
Effective April 17, 2006 the Company entered into an agreement with William McMahon to serve as Vice President and Chief Financial Officer of the Company for a period of one year at an annual salary of $200,000. The agreement grants Mr. McMahon options to purchase 250,000 shares of the Common Stock of the Company at $1.90 per share, the fair market value as of the date of the agreement, which options vest at the rate of 83,333 options on the first anniversary of the date of this agreement and a like amount on each of the second and third anniversaries.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management - -------- -------------------------------------------------------------- and Related Stockholder Matters -------------------------------
a) Security Ownership of Certain Beneficial Owners and Management
The following table sets forth, as of December 31, 2006, certain information as to the Common Stock ownership of each of the Company's directors, each of the officers included in the Summary Compensation Table above, all executive officers and directors as a group and all persons known by the Company to be the beneficial owners of more than five percent of the Company's Common Stock. Unless otherwise noted, the Company believes that each person named in the table below has sole voting and investment power with respect to all shares of Common Stock beneficially owned by such person.
Amount and Nature Percentage of Of Beneficial Outstanding Name and Address Ownership Shares Owned ---------------- ----------------- ------------- Richard E. Gerzof 501,100(1) 7.9% 873 Remsens Lane Upper Brookville, NY 11771
William H. Wood 303,652(2) 4.9% 122 Burchwood Bay Cove Hot Springs, AK 71913
Stephen Nevitt 521,500(3) 7.7% c/o Global Payment Technologies, Inc. 425B Oser Avenue Hauppauge, NY 11788
William McMahon 250,000(4) 3.9% c/o Global Payment Technologies, Inc. 425B Oser Avenue Hauppauge, NY 11788
Elliot Goldberg 7,500(5) * c/o Global Payment Technologies, Inc. 425B Oser Avenue Hauppauge, NY 11788
Matthew Dollinger 21,500(6) * c/o Global Payment Technologies, Inc. 425B Oser Avenue Hauppauge, NY 11788
All directors and executive officers as a group (6 persons) 1,605,252(7) 22.4%
- --------------- * Less than 1%
(1) Includes 125,500 shares issuable upon exercise of currently exercisable options. (2) Includes 10,000 shares issuable upon exercise of currently exercisable options. (3) Consists of 521,500 shares issuable upon exercise of currently exercisable options. (4) Consists of 250,000 shares issuable upon exercise of currently exercisable options. (5) Includes 6,500 shares issuable upon exercise of currently exercisable options. (6) Consists of 21,500 shares issuable upon exercise of currently exercisable options. (7) Includes 940,000 shares issuable upon exercise of currently exercisable options.
b) Equity Compensation Plan Information
The table below sets forth certain information as of the Company's fiscal year ended September 30, 2006 regarding the shares of the Company's common stock available for grant or granted under stock option plans that (i) were adopted by the Company's stockholders and (ii) were not adopted by the Company's stockholders.
Item 13.
Item 13. Certain Relationships and Related Transactions - -------- ----------------------------------------------
None.
Item 14.
Item 14. Principal Accountant Fees and Services - -------- --------------------------------------
a) Independent Auditors
Eisner LLP has audited and reported upon the financial statements of the Company for the fiscal years ended September 30, 2006, 2005 and 2004. For the fiscal years ended September 30, 2006 and 2005, the Company paid (or will pay) the following fees for services rendered during the audit in respect of those years:
b) Audit Fees
For the fiscal years ended September 30, 2006 and 2005 Eisner LLP billed the Company $128,000 and $113,000, respectively for services rendered for the audit of the Company's annual financial statements included in its report on Form 10-K and the reviews of the financial statements included in its reports on Form 10-Q filed with the SEC.
c) Audit Related Fees
None.
d) Tax Fees
For the fiscal years ended September 30, 2006 and 2005 the Company was billed $31,000 and $15,000, respectively, by Eisner LLP in connection with the preparation of tax returns and the provision of tax advice.
e) All Other Fees
For the fiscal years ended September 30, 2006 and 2005 Eisner LLP billed the Company $15,000 and $13,000, respectively, in connection with the audit of its employee benefit plans.
f) Pre-Approval Policies and Procedures
The Audit Committee pre-approves all work performed by the Company's auditors. The Audit Committee of the Board of Directors has considered whether the provision of non-audit services by Eisner LLP is compatible with maintaining auditor independence.
PART IV
Item 15.
Item 15. Exhibits and Financial Statement Schedules - -------- ------------------------------------------
The following documents are filed as part of this report:
1. Global Payment Technologies, Inc. Consolidated Financial Statements:
Report of Independent Registered Public Accounting Firms (page 47)
Consolidated Balance Sheets as of September 30, 2006 and 2005 (page )
Consolidated Statements of Operations for each of the years in the three-year period ended September 30, 2006 (page)
Consolidated Statements of Shareholders' Equity and Comprehensive Loss for each of the years in the three-year period ended September 30, 2006 (page)
Consolidated Statements of Cash Flows for each of the years in the three-year period ended September 30, 2006 (page)
Notes to Consolidated Financial Statements (pages 48-65)
2. Global Payment Technologies Australia Pty Limited Financial Statements:
Report of Independent Registered Public Accounting Firm (page 66)
Balance Sheets as of August 31, 2006 and June 30, 2006 (page 67)
Statement of Operations for the period ended August 31, 2006 and year ended June 30, 2006 (page 68)
Statements of Stockholders' Equity for period ended August 31, 2006 and year ended June 30, 2006 (page 69)
Statements of Cash Flows for period ended August 31, 2006 and year ended June 30, 2006 (page 70)
Notes to Financial Statements (pages 71-78)
Report of Independent Registered Public Accounting Firm (page 79)
Balance Sheets as of June 30, 2006 and 2005 (page 80)
Statements of Income for each of the years in the three-year period ended June 30, 2006 (page 81)
Statements of Stockholders' Equity for each of the years in the three-year period ended June 30, 2006 (page 82)
Statements of Cash Flows for each of the years in the three-year period ended June 30, 2006 (page 83)
Notes to Financial Statements (pages 84-90)
3. Global Payment Technologies eCash Holdings Pty Limited Financial Statements: Report of Independent Registered Public Accounting Firm (page 91)
Consolidated Balance Sheets as of June 30, 2006 (page 92)
Consolidated Statements of Operations for year ended June 30, 2006 (page 93)
Consolidated Statements of Stockholder's Equity for the year ended June 30, 2006 (page 94)
Consolidated Statements of Cash Flows for the year ended June 30, 2006 (page 95)
Notes to Consolidated Financial Statements (pages 96-103)
Report of Independent Registered Public Accounting Firm (page 104)
Consolidated Balance Sheets as of August 31, 2006 and June 30, 2006 (page 105)
Consolidated Statements of Operations for the period ended August 31, 2006 and June 30, 2006 (page 106)
Consolidated Statements of Stockholder's Equity for the period ended August 31, 2006 and June 30, 2006 (page 107)
Consolidated Statements of Cash Flows for the period ended August 31, 2006 and June 30, 2006 (page 108)
Notes to Consolidated Financial Statements (pages 109-116)
4. Financial statement schedules required to be filed by Item 8 of this Form: Schedule II - Valuation and Qualifying Accounts (page 117)
5. Exhibits:
Exhibit No. - ----------- 3.1 Certificate of Incorporation (2) 3.2 Certificate of Merger (2) 3.3 By-Laws (2) 4.1 Securities Purchase Agreement dated March 16, 2004 by and between the registrant and Laurus (5) 4.2 Common Stock Purchase Warrant dated March 16, 2004 issued to Laurus (5) 4.3 Registration Rights Agreement dated March 16, 2004 by and between the registrant and Laurus (5) 4.4 Security Agreement dated March 16, 2004 by and between the registrant and Laurus (5) 4.5 Security Agreement dated March 16, 2004 by and between the registrant and Laurus (5) 4.6 Secured Convertible Minimum Borrowing Note dated March 16, 2004 issued to Laurus (5) 4.7 Secured Revolving Note dated March 16, 2004 issued to Laurus (5) 4.8 Registration Rights Agreement dated March 16, 2004 by and between the registrant and Laurus (5) 4.9 Amendment No. 1, dated April 29, 2004, to Securities Purchase Agreement (6) 4.10 Amendment No. 1, dated April 29, 2004, to Common Stock Purchase Warrant (6) 4.11 Amendment No. 1, dated April 29, 2004, to Secured Convertible Minimum Borrowing Note (6) 4.12 Amendment No. 1, dated April 29, 2004, to Secured Revolving Note (6) 4.13 Amendment No.2, dated August 9, 2004 to Secured Convertible Minimum Borrowing Note (7) 4.14 Amendment No.2, dated August 9, 2004 to Secured Revolving Note (7) 10.1 Lease dated October 1, 2000 between the Company and Heartland Associates (4) 10.2 1994 Stock Option Plan (1)* 10.3 1996 Stock Option Plan (1)* 10.4 2000 Stock Option Plan (3)* 10.7 Employment Agreement dated November 7, 2005 between the Company and Stephen Nevitt (9)* 10.9 Employment Agreement dated April 17, 2006 between the Company and William McMahon (10)* 14 Code of Ethics (8) 21 List of Subsidiaries (11) 23.1 Consent of Eisner LLP, Independent Registered Public Accounting Firm(11)
23.2 Consent of Pitcher Partners, Independent Registered Public Accounting Firm (11) 31.1 Rule13a-14a Certification (Chief Executive Officer) (11) 31.2 Rule13a-14a Certification (Chief Financial Officer) (11) 32 Section 1350 Certification (11)
(1) Filed as an exhibit to the Company's Registration Statement on Form S-8 (File #333-30829). (2) Filed as an exhibit to the Company's Annual Report on Form 10-KSB for the fiscal year ended September 30, 1997. (3) Filed as an exhibit to the Company's Proxy Statement for the fiscal year ended September 30, 1999. (4) Filed as an exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2000. (5) Filed as an exhibit to the Company's Current Report on Form 8-K dated March 16, 2004, filed with the SEC on March 18, 2004. (6) Filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2004. (7) Filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2004. (8) Filed as an exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2004. (9) Filed as an exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2005. (10) Filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2006. (11) Filed herewith * Management contract or compensatory plan or arrangement
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Global Payment Technologies, Inc.
By: s/Stephen Nevitt Stephen Nevitt President and Chief Executive Officer
Date: January 12, 2007
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date --------- ----- ----
s/Stephen Nevitt President, Chief Executive Officer January 12, 2007 - ---------------- and Director Stephen Nevitt
s/Richard Gerzof Director, Chairman of the Board January 12, 2007 - ---------------- Richard Gerzof
s/William H. Wood Director January 12, 2007 - ----------------- William H. Wood
s/Elliot Goldberg Director January 12, 2007 - ----------------- Elliot Goldberg
s/Matthew Dollinger Director January 12, 2007 - ------------------- Matthew Dollinger
s/William McMahon Vice President, Chief Financial January 12, 2007 - ----------------- Officer and Principal Accounting William McMahon Officer
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders Global Payment Technologies, Inc.
We have audited the accompanying consolidated balance sheets of Global Payment Technologies, Inc. and subsidiaries as of September 30, 2006 and 2005, and the related consolidated statements of operations, shareholders' equity and comprehensive loss and cash flows for each of the three years in the period ended September 30, 2006. Our audits also included financial statement Schedule II, listed in the index at Item 15(a). These financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits. We did not audit the financial statements of Global Payment Technologies Australia Pty Limited (GPTA) and eCash Holdings Pty Limited (eCash), 50% and 35%, respectively, owned investee companies which the Company sold effective August 31, 2006. The Company's investment in GPTA and eCash was $2,198,000 and $21,000, respectively, at September 30, 2005 and its equity in earnings (loss) of GPTA and eCash was $593,000 and $590,000, respectively, for the year ended September 30, 2006, $253,000 and ($50,000), respectively, for the year ended September 30, 2005 and $172,000 and ($64,000), respectively, for the year ended September 30, 2004. The financial statements of GPTA and eCash were audited by other auditors whose reports have been furnished to us, and our opinion, insofar as it relates to the amounts included for GPTA and eCash, is based solely on the reports of the other auditors.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits and the reports of the other auditors provide a reasonable basis for our opinion.
In our opinion, based on our audits and the reports of the other auditors, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Global Payment Technologies, Inc. and subsidiaries as of September 30, 2006 and 2005, and the consolidated results of their operations and their cash flows for each of the three years in the period ended September 30, 2006, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement Schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein.
As discussed in Note 2(o) to the consolidated financial statements, effective October 1, 2005, the Company changed its method of accounting for share-based compensation.
/s/ Eisner LLP New York, New York January 11, 2007
(1) Organization and Nature of Business
(a) Description of BusinessGlobal Payment Technologies, Inc. (the Company) designs, manufactures, and markets paper currency validating equipment used in gaming and vending machines in the United States and other countries.
Substantially all of the Company's revenues are derived from the sale of paper currency validators and related bill stackers, specifically the Company's SA-4, Argus and Aurora validator models. A few key customers account for a large portion of the Company's revenues. Additionally, the Company depends on a single or limited number of suppliers for certain housings, parts and components, including certain microprocessor chips and short wave-length light sources.
(b) Organization and Development of BusinessThe Company has a wholly owned subsidiary, Global Payment Technologies (Europe) Limited (GPT-Europe), which is based in the United Kingdom and is responsible for sales and service of the Company's products in Europe.
Additionally, the Company has an 80% controlling interest in Abacus Financial Management, Inc. USA (Abacus-USA), which has non-exclusive rights to distribute the products of Evolve Corporation PLC (Evolve-UK), formerly Abacus Financial Management Systems Ltd. (Abacus-UK), in North America. Abacus-UK manufactures cash management systems for use in retail applications. Abacus USA has not had material operations to date.
See note 2(d) and note 3 for a description of the Company's investments in unconsolidated affiliates.
(c) Significant CustomersThe Company's largest customers for 2006, 2005, and 2004 represent the following percentages of net sales and accounts receivable, respectively:
2006 2005 2004 ------------------------------ Net sales: Customer A 28% 40% 34% Customer B N/A 16% N/A Customer C N/A N/A 11%
Accounts receivable: Customer A 80% 58% 87%
There were no other customers that represented 10% or more of net sales or accounts receivable, respectively, in any of the fiscal years presented. Customer A was the Company's unconsolidated affiliate in Australia, which interest was sold in the fourth quarter of fiscal 2006 (see note 3).
Geographic AreasThe Company generated revenues both domestically and internationally. The following summarizes the geographic dispersion of the Company's revenues by destination:
(d) All of the Company's long-lived assets are domiciled in the United States, except for an immaterial amount at its subsidiary in the United Kingdom.
(2) Summary of Significant Accounting and Reporting Policies
(a) Principles of Consolidation
The consolidated financial statements include the accounts of Global Payment Technologies, Inc., and its wholly owned subsidiaries GPT-Europe and Abacus-USA. All intercompany balances and transactions have been eliminated in consolidation.
(b) Revenue Recognition
Non-affiliates
The Company recognizes revenue upon shipment of products and passage of title to its non-affiliated customers, or at the time services are completed with respect to repairs not covered by warranty agreements.
Affiliates
During fiscal 2006, the Company sold its interests in its affiliated customers. Prior to such dispositions, the Company recognized revenue upon shipment and passage of title, to its affiliated customers, but deferred its proportionate share of the related gross profit on product sales until sales were made by the affiliated customers to their third-party end users (customers), in accordance with Accounting Principles Board ("APB") Opinion No. 18, The Equity Method of Accounting for Investments in Common Stock ("APB No. 18") (see (d)).
(c) Shipping and Handling Costs
The Company records shipping and handling costs billed to customers in net sales and classifies the shipping and handling costs associated with outbound freight in cost of sales.
(d) Investments in Unconsolidated Affiliates
The Company applies the equity method of accounting to its investments in entities where the Company has non-controlling, but influential, ownership interests. The Company's share of these affiliates' earnings or losses is included in the consolidated statements of operations. The Company eliminates its pro rata share of gross profit on sales to its affiliates for inventory on hand at the affiliates as of September 30. Entities in which the Company's respective ownership interest is less than 20%, and in which there is a resulting inability to exercise significant influence, are accounted for using the cost method of accounting. A description of the Company's unconsolidated affiliates and the related transactions between the Company and these affiliates is discussed in note 3.
(e) Foreign Currency Translation
The financial position and results of operations of GPT-Europe and unconsolidated affiliates are measured using local currency as the functional currency. Assets and liabilities of such entities are translated into US dollars at exchange rates in effect at year-end, while revenues and expenses are translated at average exchange rates prevailing during the year. The resulting translation gains and losses are recorded directly to accumulated other comprehensive income (loss), a separate component of shareholders' equity, and are not included in net income (loss) until realized through sale or liquidation of the investment. Exchange gains and losses incurred on foreign currency transactions including foreign currency used for test purposes referred to in (f), which were not material during fiscal 2006, 2005, and 2004, are included in net loss.
(f) Cash and Cash Equivalents
Cash equivalents are stated at cost, which approximates market value. Highly liquid investments with maturities of three months or less at the purchase date are considered cash equivalents for purposes of the consolidated balance sheets and consolidated statements of cash flows. A significant portion of the Company's cash balance in the amount of $659,000 and $744,000, as of September 30, 2006 and 2005, respectively consists of currency used to test the Company's products, and although it could be available, it is not anticipated to be utilized for working capital purposes in the normal course of business.
(g) Inventory
Inventory is stated at the lower of cost (first-in, first-out method) or net realizable value. The Company analyzes the net realizable value of its inventory on an ongoing basis. In determining whether the carrying amount of its inventory is impaired, the Company considers historical sales performance and expected future product sales, market conditions in which the Company distributes its products, changes in product strategy and the potential for the introduction of new technology or products by the Company and its competitors. These items could result in future inventory obsolescence.
(h) Property and Equipment
Property and equipment are recorded at cost. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets (note 6) or, in the case of leasehold improvements, the life of the related lease, whichever is shorter. Maintenance and repair costs are charged to expense as incurred. Expenditures, which significantly increase value or extend useful asset lives, are capitalized and depreciated.
(i) Capitalized Software Costs
In accordance with Statement of Financial Accounting Standards ("SFAS") No. 86, Accounting for the Costs of Computer Software to be Sold, Leased or Otherwise Marketed ("SFAS No. 86"), internally-generated software development costs associated with new products and significant software enhancements to existing products are expensed as incurred until technological feasibility has been established. Pursuant to SFAS No. 86, the Company deems technological feasibility as having been met upon completion of a detail program design. No internally- generated software development costs were capitalized during fiscal years 2006, 2005, and 2004. The Company recorded amortization in accordance with SFAS No. 86 of $472,000, $579,000, and $547,000 for the fiscal years ended September 30, 2006, 2005 and 2004, respectively, which is included in cost of sales in the accompanying Consolidated Statements of Operations. Unamortized internally-generated software development costs included in the accompanying consolidated balance sheets as of September 30, 2006 and 2005 were $561,000 and $1,033,000, respectively.
(j) Long-Lived Assets
The Company accounts for long-lived assets in accordance with the provisions of SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets ("SFAS No. 144"). This Statement requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated.
(k) Research and Development
Research and development costs incurred by the Company are included in operating expenses in the year incurred. Such costs amounted to $333,000, $55,000, and $75,000 in fiscal 2006, 2005 and 2004, respectively.
(l) Warranty Policy
The Company warrants that its products are free from defects in material and workmanship for a period of one or two years, depending on the particular product, from the date of initial purchase. The warranty does not cover any losses or damages that occur as a result of improper installation, misuse or neglect and repair or modification by anyone other than the Company and its appointed service centers. Repair costs beyond the warranty period are charged to the Company's customers (see (b)).
The Company recognizes, and historically has recognized, the estimated cost associated with its standard warranty on products at the time of sale. The estimate is based on historical failure rates and current claim cost experience. A summary of the changes in the Company's accrued warranty obligation (which is included in accrued expenses) is included in the Company's Schedule of Valuation and Qualifying Accounts.
(m) Income Taxes
The Company accounts for income taxes under SFAS No. 109, Accounting for Income Taxes. SFAS No. 109 requires an asset and liability approach for financial reporting for income taxes. Under SFAS No. 109, deferred taxes are provided for net operating loss carryforwards and for temporary differences between the carrying values of assets and liabilities for financial reporting purposes and their tax bases at the enacted rates at which these differences are expected to reverse. See note 10.
(n) Per Share Data
Net income (loss) per common share amounts (basic EPS) are computed by dividing net earnings (loss) by the weighted average number of common shares outstanding, excluding any potential dilution. Net income (loss) per common share amounts assuming dilution (diluted EPS) are computed by reflecting potential dilution from the exercise of stock options and warrants, and the conversion into common stock of convertible loans. Diluted EPS for fiscal years 2006, 2005 and 2004 are the same as basic EPS, as the inclusion of the impact of any common stock equivalents outstanding during those periods would be anti-dilutive.
Common stock equivalents not included in EPS are as follows:
Year ended September 30 -------------------------------------------------- 2006 2005 2004 --------------- --------------- ---------------- Stock options 1,290,550 859,999 887,800 Stock warrants 200,000 200,000 200,000 Convertible Debt 0 197,740 510,563 --------------- --------------- ---------------- Total 1,490,550 1,257,739 1,598,363 =============== =============== ================
A reconciliation between the numerators and denominators of the basic and diluted EPS computations is as follows:
(o) Stock-Based Compensation Effective October 1, 2005, the Company has adopted Statement of Financial Accounting Standards No. 123 (Revised 2004), Share Based Payment ("SFAS No. 123R"), which requires a public entity to measure the cost of employee, officer and director services received in exchange for an award of equity instruments based on the grant date fair value of the award. SFAS No. 123R supersedes the Company's previous accounting under SFAS No. 123, Accounting for Stock-Based Compensation ("SFAS No. 123"), which permitted the Company to account for such compensation under Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees ("APB No. 25"). Pursuant to APB No. 25, and related interpretations, no compensation cost had been recognized in connection with the issuance of stock options, as all options granted under the Company's stock option plans had an exercise price equal to or greater than the market value of the underlying common stock on the date of the grant.
In advance of implementing the requirements of SFAS No. 123R, the Company, in September 2005, accelerated the vesting of all unvested stock options previously awarded to employees, officers and directors in order to avoid the recognition of compensation expense under SFAS No.123R, with respect to these options as the market price of the Company's common stock on the date the vesting was accelerated was less than the exercise price of the modified stock option, no compensation expense was recognized under APB No.25 as a result of the modification of the vesting terms of the options.
The Company adopted SFAS No. 123R using the modified prospective transition method, which requires that compensation cost be recorded as earned for all unvested stock options outstanding at the beginning of the first fiscal year of adoption of SFAS No. 123R based upon the grant date fair value estimated in accordance with the original provisions of SFAS No. 123 and for all share-based payments granted subsequent to the adoption, based on the grant date fair value. In accordance with the modified prospective transition method, the Company's consolidated financial statements for prior periods have not been restated to reflect, and do not include, the impact of SFAS No. 123R. In the fiscal year ended September 30, 2006, as a result of adoption of SFAS No.123R, the Company recorded share-based compensation for options attributable to employees, officers and directors of $163,000, or $.03 per share.
The following table illustrates the effect on net loss and loss per common share as if the fair value method ("FMV") had been applied to all outstanding awards in each fiscal year presented.
(a) Includes $652,000 ($.11 per share) from acceleration of vesting of outstanding options.
(p) Comprehensive Income (Loss)
SFAS No. 130, Reporting Comprehensive Income requires companies to report all changes in equity during a period, except those resulting from investments by owners and distributions to owners, for the period in which they are recognized. Comprehensive income (loss) is the total of net income (loss) and all other nonowner changes in equity (or other comprehensive income (loss)) such as unrealized gains/losses on securities classified as available-for-sale, foreign currency translation adjustments and minimum pension liability adjustments. As of September 30, 2006 and 2005, due to currency fluctuations, the cumulative currency translation adjustment related to the Company's investments in foreign affiliates was $95,000 and $649,000, respectively, which is reflected in shareholders' equity in the accompanying consolidated balance sheets. In 2006, cumulative translation gains of $506,000 were transferred from accumulated other comprehensive income to operations in connection with the sale of the foreign affiliates.
(q) Fair Value of Financial Instruments
The carrying value of all monetary assets and liabilities reflected in the accompanying consolidated balance sheets approximated fair value as a result of the short-term nature of such assets and liabilities or with respect to long-term debt as a result of variable interest rates, subject to a minimum rate based on the Company's credit rating.
(r) Segment Reporting
The Company follows the provisions of SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information. Pursuant to this pronouncement, the reportable operating segments are determined based on the Company's management approach. The management approach, as defined by SFAS No. 131, is based on the way that the chief operating decision-maker organizes the segments within an enterprise for making operating decisions and assessing performance. The Company's results of operations are reviewed by the chief operating decision-maker on a consolidated basis and the Company operates in only one segment. Geographical sales segment data is presented in note 1(d).
(s) Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and 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. Among the more significant estimates included in the consolidated financial statements are the allowance for doubtful accounts, recoverability of inventory, deferred income taxes, capitalized software and provisions for warranties. Actual results could differ from those estimates.
(t) Recently Issued Accounting Pronouncements
In November 2004, the FASB issued SFAS No. 151, Inventory Costs - an amendment of ARB No. 43, Chapter 4 ("SFAS No. 151"). SFAS No. 151 clarifies the accounting for abnormal amounts of idle facility expense, freight, handling costs and waste material (spoilage). The statement requires that those items be recognized as current-period charges. This statement was effective as of the beginning of the first annual reporting period that begins after June 15, 2005 and the Company adopted the statement in the first quarter of fiscal 2006. The adoption of SFAS No. 151 did not have a material impact on the Company's consolidated financial statements.
In May 2005, the FASB issued SFAS No. 154, Accounting Changes and Error Corrections ("SFAS No. 154")/ SFAS No. 154 addresses the retrospective application of such changes and corrections. The statement is effective as of the beginning of the first annual reporting period that begins after December 15, 2006. The Company will follow the provisions of this standard in the event of any future accounting changes or error corrections.
In July 2006, the FASB issued Interpretation No. 48 ("FIN 48"), "Accounting for Uncertainty in Income Taxes," which clarifies the accounting for uncertainty in income taxes recognized in the financial statements in accordance with FASB Statement SFAS No. 109, Accounting for Income Taxes. FIN 48 provides guidance on the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosures and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Company is currently evaluating the impact of this standard on the Consolidated Financial Statements.
In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements." SFAS No. 157 defines fair value, establishes a framework for measuring fair value in U.S. generally accepted accounting principles and expands disclosures about fair value measurements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. The Company is currently evaluating the effect that the adoption of SFAS No. 157 will have on its financial position and results of operations.
(u) Reclassification Certain reclassifications have been made to prior period financial information to conform to current period presentation.
(3) Unconsolidated Affiliates
Net sales to unconsolidated affiliates for fiscal year 2006, 2005 and 2004 and accounts receivable from unconsolidated affiliates as of September 30, 2006 and 2005 are as follows (in thousands):
(a) Australia
In fiscal 1997, the Company acquired a 50% non-controlling interest in an Australian affiliate, Global Payment Technologies Australia Pty Ltd (GPTA). On September 2, 2006, the Company sold its 50% non controlling interest for a total of approximately $1,791,000 of which $1,511,000 was received in cash at closing and $280,000 was placed in escrow which will be released on the one year anniversary of the transaction if, including among other things, the Company satisfies its obligations under a new distribution agreement with GPTA. The deferred cash payment is collateralized by an irrevocable letter of credit issued by The Australia and New Zealand Banking Group Limited. The purchaser is related to the registered holder of the remaining 50% of the issued and outstanding shares of GPTA. The Company also entered into a 5 year exclusive distributor agreement with GPTA which is responsible for sales and service of the Company's products in Australia, New Zealand and the Pacific Rim.
In June 2002, the Company and two other shareholders formed eCash Holdings Pty. Ltd (eCash), an Australian based company to market, distribute, service and support automated teller machines across Australia and New Zealand. The Company owned a 35% interest in this entity. On August 25, 2006, the Company sold its total interest for a cash consideration of $286,908.
The accompanying consolidated results of operations include a gain of approximately $307,000 relating to the sale of the Company's interests in GPTA and eCash.
The accompanying consolidated results of operations include the Company's equity in the results of operations of these affiliates in the amounts of $648,000, $236,000, and $273,000 in fiscal 2006, 2005, and 2004, respectively. The 2006 amount includes $625,000, representing the Company's share of a gain recognized by eCash on the sale of its automatic teller machine rental business. For fiscal 2006, 2005, and 2004, the Company increased (reduced) its equity in income of unconsolidated affiliates by $535,000, $(33,000), and ($165,000), respectively, which amounts represent the effect of the Company's share of the gross profit on sales of the Company's products to these affiliates, which were unsold by the affiliate as of the Company's fiscal year-end. Deferred gross profit of $535,000 as of September 30, 2005, is shown as a reduction of accounts receivable from affiliates in the accompanying balance sheets. The Company also received cash dividends of $574,000, $0, and $206,000 from these affiliates for fiscal 2006, 2005, and 2004, respectively. Subsequent to the sale of its interests in GPTA and eCash, the Company no longer defers gross profit on sales to such affiliates.
(b) Evolve - UK
In fiscal 1999, the Company acquired a non-controlling 25% interest in Abacus-UK. Abacus-UK is a software company based in the United Kingdom that has developed a cash management system, of which the Company's validators are a key component, which offers the retail market a mechanism for counting, storing and transporting its cash receipts. In fiscal 2006, 2005 and 2004, the Company did not make any additional investment.
In fiscal 2002, the Company recorded a non-cash charge to operations related to the impairment of its equity-method investment in Abacus-UK, pursuant to APB No. 18, The Equity Method of Accounting for Investments in Common Stock. The impairment charge reduced the investment to zero. This impairment loss, which was considered other than temporary, was due to the deterioration of the financial condition of this entity. The Company's consolidated results of operations for the years ended September 30, 2006, 2005, and 2004 do not include the Company's equity in the loss of this affiliate as the equity investment was previously reduced to zero.
In February 2005, the Company exchanged its 25% ownership interest in Abacus-UK for a 12.5% ownership interest in Evolve-UK. The exchange of ownership did not require the Company to make an additional investment. Evolve-UK owns 100% of Abacus-UK and Evolve 100, which provides integrated and stand-alone cash management systems to the retail industry for coin currency handling.
At the time of the exchange, Evolve-UK had incurred recurring losses, had an accumulated deficit and required additional funding to further its research and development. Therefore, the Company believes that its investment in Evolve-UK has nominal value. Accordingly, no gain was recorded by the Company on the exchange and, as the Company does not have the ability to exercise significant influence over Evolve-UK's operating and financial policies, its investment in Evolve-UK has been accounted for at cost with a carrying value of zero.
(c) South Africa
In April 2003, the Company sold a significant portion of its investments in its South African affiliates. The Company received approximately $1.9 million in cash for the sale of its entire interest in the cash handling division of International Payment Systems Pty Ltd. and a major portion of its interest in Global Payment Technologies Holdings (Pty) Ltd. ("GPTHL"), its South African gaming affiliate. As a result of this transaction, which did not result in a gain or loss, the Company's ownership interest in GPTHL was reduced from 24.2% to 5%. GPTHL's Vukani division is one of the two licensed operators in the South African route market province of Mpumalanga. The cash received was a return of all of the Company's advances and investments resulting in the Company's recovering the carrying value of such advances and investments. The Company accounted for its remaining investment on the cost basis.
In October 2003, the Company invested an additional $51,000 in this entity. Effective January 15, 2004, the Company's remaining interest was sold. A gain of $78,000 was realized upon sale of the remaining interest.
(4) Summary Financial Information
Financial information with respect to the Company's Australian affiliates is included in the accompanying financial statements based on the affiliates' fiscal year ended June 30, except for fiscal 2006. Due to the sale of the Company's interests in GPTA and eCash, operating results are included through August 31, 2006, the effective date of the sale of the entities. The following summary financial information reflects the combined assets and liabilities of GPTA and eCash as of June 30, 2005 and their combined operating results for their fiscal years ended June 30, 2006, 2005, and 2004 and for the two months ended August 31, 2006.
(in thousands)
June 30, -------------- Current assets $ 10,686 Non-current assets 509 Current liabilities 6,814 Non-current liabilities - Net assets 4,381
(in thousands)
(5) Inventory
The following is a summary of the composition of inventory:
September 30 ---------------------------------------- 2006 2005 ------------------ ------------------ (In thousands) Raw materials $ 4,104 $ 3,870 Work-in-progress 358 470 Finished goods 578 769 ------------------ ------------------ $ 5,040 $ 5,109 ================== ==================
(6) Property and Equipment, Net
Major classifications of property and equipment are as follows:
Depreciation and amortization expense was $646,000, $916,000, and $830,000 for the fiscal years ended September 30, 2006, 2005 and 2004, respectively.
(7) Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consist of the following:
September 30
2006 2005 ----------- ----------- (In thousands)
Accrued legal and accounting $ 132 $ 112 Warranty costs 309 268 Accrued commissions 4 22 Administrative and other 804 732 ----------- ----------- $ 1,249 $ 1,134 =========== ===========
(8) Debt
On March 16, 2004, the Company received aggregate proceeds of $1,500,000 from the sale to Laurus Master Fund Ltd. ("Laurus") of a $1,500,000 principal amount secured convertible term note due in March 2007 (the "CTN"), pursuant to a Securities Purchase Agreement. The CTN was convertible into common stock of the Company at any time at the rate of $4.26 of principal for one share of common stock and was collateralized by substantially all assets of the Company. Interest was payable monthly at the prime rate plus 1.5%, with a minimum rate of 6%. In addition, Laurus received 7 year warrants to purchase an aggregate of 200,000 shares of the Company's common stock at per share prices of $4.87, $5.28
and $5.68 for 100,000, 60,000 and 40,000 warrants, respectively. Under the agreement, the Company is restricted from paying dividends or purchasing treasury stock. The Company utilized approximately $1,200,000 of the proceeds to repay amounts outstanding under a previous credit agreement. At September 30, 2004, $1,425,000 was outstanding under the CTN. During the year ended September 30, 2005, the Company repaid $50,000 and Laurus converted the remaining $1,375,000 of the CTN into 323,000 shares of common stock, resulting in the full repayment of the CTN. As a result of the CTN being fully repaid, $29,000 of unamortized closing costs related to the CTN were charged to operations in the year ended September 30, 2005.
The value allocated to the warrants resulted in a debt discount of $506,000 that was being recognized as interest expense over the term of the CTN. Additionally, by allocating value to the warrants, Laurus received a beneficial conversion feature in the amount of $304,000 that resulted in additional debt discount that was being recognized as interest expense over the term of the CTN. Interest expense was computed utilizing the interest method, which results in an effective yield over the term of the CTN. As the CTN was converted, the unamortized discount related to the amount converted was immediately recognized as interest expense and charged to operations. Amortization for the years ended September 30, 2005 and 2004 was $568,000 and $242,000, respectively.
On March 16, 2004, the Company also entered into a Security Agreement with Laurus which provides for a credit facility of $2,500,000 consisting of a secured revolving note of $1,750,000 (the "RN") and a secured convertible minimum borrowing note of $750,000 (the "MBN"), both due in March 2007 (the RN and the MBN notes collectively referred to as the "LOC"). At closing, the Company borrowed $750,000 under the MBN. Funds available under the LOC are determined by a borrowing base equal to 85% and 70% of eligible domestic and foreign accounts receivable, respectively, and 50% of eligible inventory. Outstanding amounts under the RN and MBN are convertible into common stock of the Company at any time at the rate of $4.26 of principal for one share of common stock and are collateralized by substantially all assets of the Company. Interest is payable monthly at the prime rate plus 1.5%, with a minimum rate of 6%. During the year ended September 30, 2005, Laurus converted $750,000 of the MBN into 176,000 shares of common stock. At September 30, 2006 and 2005 no amounts were outstanding under the MBN or the RN.
The agreements provide that Laurus will not convert debt or exercise warrants to the extent that such conversion or exercise would result in Laurus, together with its affiliates, beneficially owning more than 4.99% of the number of outstanding shares, including warrants, of the Company's common stock at the time of conversion or exercise.
Registration rights agreements were entered into with Laurus which require the Company to file registration statements for the resale of the common stock issuable upon conversion of the notes and upon the exercise of the warrants and to use commercially reasonable efforts to have the registration statements declared effective by the end of a specified grace period. In addition, the Company is required to use commercially reasonable efforts to maintain the effectiveness of the registration statements until all such common stock has been sold or may be sold without volume restrictions pursuant to Rule 144(k) of the Securities Act. If the Company fails to have the registration statements declared effective within the grace period or if effectiveness is not maintained, the agreements require cash payments of liquidated damages by the Company to Laurus at 1.0% per month, with respect to the CTN or the warrants, and 2.0% per month, with respect to the MBN, of the respective original principal amounts until the failure is cured. The registration statement was filed and declared effective within the specified grace period.
The Company accounts for the registration rights agreements as separate free-standing financial instruments and accounts for the liquidated damages provisions therein as a derivative liability subject to the provisions of SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities ("SFAS No. 133"). Accordingly, the liability is recorded at estimated fair value based on an estimate of the probability and costs of potential cash penalties and is revalued at each balance sheet date with changes in value recorded in other income. As of September 30, 2006 no liability was recorded as the Company deemed the fair value of any potential cash settlement relating to maintaining effectiveness of the registration statements to be nominal.
In May, 2005, the Company entered into a capital lease agreement for machinery in the amount of $130,000. The note is to be repaid in monthly installments of $4,040 over a three year period. Interest is being charged at a rate of 7.44% per annum. The balance at September 30, 2006 and 2005 was $76,000 and $117,000, respectively.
In March, 2006, the Company entered into a capital lease agreement for machinery in the amount of $31,000. The note is to be repaid in monthly installments of $1,381 over a two year period. Interest is being charged at a rate of 7.25% per annum. The balance at September 30, 2006 was $24,000.
Outstanding debt with respect to the capital lease as of September 30, 2006 is as follows (in thousands):
Total debt $ 106 Less amount representing interest (6) ------------ Net 100 Less current portion (60) ------------ Long term debt $ 40 ============
Annual principal maturities for outstanding debt as of September 30, 2006 is as follows:
Amount -------------- Fiscal year ended September 30: (in thousands) 2007 $ 60 2008 40 -------------- $ 100 ==============
(9) Stock Option Plans
The Company has several stock option plans in effect covering in the aggregate 3,500,000 of the Company's common shares pursuant to which officers, directors and key employees of the Company and consultants to the Company are eligible to receive incentive and/or nonqualified stock options. The 1994 and 1996 stock option plans expired on October 17, 2004 and March 18, 2006, respectively, and the 2000 and 2006 stock option plans expire on January 25, 2010 and March 7, 2016, respectively, after which no more option grants may be issued under such plans. The stock option plans are all administered by the Compensation Committee of the Board of Directors. The selection of participants, grant of options, determination of price and other conditions relating to the exercise of options are determined by the Compensation Committee of the Board of Directors and administered in accordance with the stock option plans as approved by the shareholders.
Incentive stock options granted under these various plans are exercisable for a period of up to 10 years from the date of grant at an exercise price which is not less than the fair market value of the common shares on the date of the grant, except that the term of an incentive stock option granted under each of the plans to a shareholder owning more than 10% of the outstanding common shares may not exceed five years and its exercise price may not be less than 110% of the fair market value of the common shares on the date of the grant. Options granted under these various plans generally vest over three or four years and expire seven or ten years from the date of grant, while certain options vest over one and one-half years and expire seven years from the date of grant. The Company expects to issue new shares upon stock option exercises, but has treasury shares that could be used for this purpose.
During fiscal 2004, a total of 265,650 incentive stock options and 100,500 nonqualified options were granted. All options granted in 2004 were to become exercisable over varying terms up to four years.
During fiscal 2005, a total of 32,500 incentive stock options and 127,000 nonqualified options were granted. All options granted in 2005 were to become exercisable over varying terms up to four years.
On September 8, 2005, prior to the adoption of SFAS 123R, the Company accelerated the vesting of unvested stock options previously awarded to employees, officers and directors of the Company (see note 2(p)).
During fiscal 2006, a total of 830,000 nonqualified options were granted. All options granted in 2006 were to become exercisable over varying terms up to four years.
A summary of the Company's stock option plans activity as of September 30, 2006, and changes during the twelve months then ended is as follows:
In connection with the adoption of SFAS No. 123R, the Company reassessed its valuation technique and related assumptions. The Company estimates the fair value of stock options using a Black-Scholes valuation model. Key input assumptions used to estimate the fair value of stock options include the expected term until exercise of the option, expected volatility of the Company's stock, the risk free interest rate, option forfeiture rates, and dividends, if any. The expected term of the options is calculated using the
midpoint of the vesting date and the expected life of the grant consistent with the provisions of Securities and Exchange Commission Staff Accounting Bulletin No. 107. The expected volatility is derived from the historical volatility of the Company's stock for a period that matches the expected life of the option. The risk-free interest rate is the yield from a treasury bond or note that is comparable in term to the expected life of the option.
Option forfeiture rates are based on the Company's historical forfeiture rates. Expected dividends are based on the Company's history and the likelihood of future dividends.
Compensation costs for stock options with graded vesting are recognized ratably over the vesting period. As of September 30, 2006, there was $504,000 of total unrecognized compensation costs related to stock options. These costs are expected to be recognized over a weighted average period of 2.2 years.
The weighted-average grant-date fair value of options granted for the twelve months ended September 30, 2006 and 2005 was $0.81 and $3.16, respectively. The total intrinsic value of stock options exercised during the twelve months ended September 30, 2005 was $238,000.
The fair value of each option grant was estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions:
2006 2005 ---------- ---------- Expected volatility 39% - 50% 43% - 62% Weighted-average volatility 40.3% 49.0% Expected dividends 0.0% 0.0% Expected term (in years) 3.6 4.1 Risk-free interest rates 4.82% 4.18%
(10) Income Taxes
For financial reporting purposes, (loss)/income before income taxes includes the following components:
Fiscal years ended September 30 -------------------------------------------------- 2006 2005 2004 --------------- --------------- ---------------- (In thousands) Pretax (loss)/income:
United States $ (4,344) $ (541) $ (1,695) Foreign 203 (53) (2) --------------- --------------- ---------------- $ (4,141) $ (594) $ (1,697) =============== =============== ================
The provision for (benefit from) income taxes consists of the following:
Fiscal years ended September 30 -------------------------------------------------- 2006 2005 2004 --------------- --------------- ---------------- (In thousands) Current: Federal $ -- $ -- $ (15) State and local 2 (21) 8 --------------- --------------- ---------------- 2 (21) (7) --------------- --------------- ---------------- Deferred: Federal -- -- -- State and local -- -- -- --------------- --------------- ---------------- -- -- -- --------------- --------------- ---------------- Total $ 2 $ (21) $ (7) =============== =============== ================
Significant components of deferred tax assets and liabilities are as follows:
September 30 -------------------------------- 2006 2005 --------------- --------------- (In thousands) Deferred tax assets: Accounts receivable $ 41 $ 38 Inventory 609 499 Accrued expenses and other, net 127 114 Elimination of gross profit on sales to affiliates -- 218 Tax NOL carryforwards 3,425 2,369 --------------- --------------- Deferred tax asset 4,202 3,238 Less: Valuation allowance (a) (b) (4,202) (2,593) --------------- --------------- -- 645 Deferred tax liability: Undistributed earnings of foreign affiliates -- (645) --------------- --------------- Net deferred taxes $ -- $ -- =============== ===============
(a) The Company has incurred significant operating losses in the fiscal years 2006, 2005, and 2004. Due to the recurring losses and because of the uncertainty as to the Company's ability to generate sufficient taxable income to realize the value of its deferred tax asset the Company provided a full valuation allowance to offset its deferred tax asset. This valuation allowance will be periodically assessed and may be partially or wholly reversed in the future.
As of September 30, 2006, the Company has a net operating loss carryforward of $8,924,000, which expires between 2023 through 2026.
Reconciliation of the statutory Federal income tax rate to the Company's effective tax rate is as follows:
(11) Commitments
(a) Minimum Lease Commitments
The operations of the Company are conducted in leased premises. At September 30, 2006, the approximate minimum annual rentals under these leases, which expire through fiscal year 2008, were as follows:
(In thousands) Fiscal year ending September 30: 2007 $ 410 2008 30 -------------- $ 440 ==============
Total rent expense for all operating leases was $516,000, $460,000, and $463,000 in fiscal 2006, 2005, and 2004, respectively.
(b) Employment Agreements
The Company has entered into employment agreements with its two executive officers, both of which expire in fiscal 2007. Minimum compensation requirements are $150,000 for the fiscal year ending September 30, 2007.
(c) Purchase Commitment
At September 30, 2006 the Company had entered into purchase order commitments of approximately $4.0 million and will be used for production requirements during fiscal 2007 and beyond. Included in this total was approximately $900,000 in volume blanket purchase agreements with select suppliers.
(12) Subsequent Events
As of January 11, 2007 the Company has borrowed $1.3 million under the line of credit.
Report of Independent Registered Public Accounting Firm
The Board of Directors Global Payment Technologies, Inc
We have audited the accompanying balance sheets of Global Payment Technologies Australia Pty Ltd as of August 31, 2006 and June 30, 2006 and the related statement of operations, stockholders' equity, and cash flows for the period ended August 31, 2006 and year ended June 30, 2006. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Global Payment Technologies Australia Pty Ltd as of August 31, 2006 and June 30, 2006, and the results of its operations and its cash flows for the period ended August 31, 2006 and year ended June 30, 2006 in conformity with US generally accepted accounting principles.
/s/ Pitcher Partners, Sydney, Australia
11th January 2007
See accompanying notes to financial statements.
See accompanying notes to financial statements
GLOBAL PAYMENT TECHNOLOGIES AUSTRALIA PTY LTD
Statements of Stockholders' Equity
Period ended August 31, 2006 and year ended June 30, 2006
See accompanying notes to financial statements
See accompanying notes to financial statements
GLOBAL PAYMENT TECHNOLOGIES AUSTRALIA PTY LTD
Notes to Financial Statements
August 31, 2006 and June 30, 2006
1. Summary of Significant Accounting Policies and Practices
a) Description of Business
Global Payment Technologies Australia Pty Limited (the "Company") distributes and services paper currency validating equipment used in gaming and vending machines in Australia and other countries. There were no significant changes in the nature of the Company's principal activity during the fiscal period.
b) Trade Accounts Receivable
Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company's best estimate of the amount of probable credit losses in the Company's existing accounts receivable. The Company determines the allowance based on historical write-off experience by industry and national economic data. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers.
Concentration of credit risk
The Company's largest customer represented 35.1% (June 2006: 29.1%) of trade accounts receivable as of August 31, 2006 and 63.2% (June 2006: 66.8%) of sales for the fiscal period ended August 31, 2006. Two other customers represented 27% or more of net sales and trade accounts receivable as of and for the period ended August 31, 2006.
c) Inventories
Inventories are stated at the lower cost or market value. Cost is determined using the first-in, first-out method for all inventories.
d) Property, Plant and Equipment
Property, plant and equipment are stated at cost.
Depreciation on plant and equipment is calculated on the straight-line method over the estimated useful lives of the assets. The depreciation rates range from 7.5% to 33.33% (June 2006: 7.5% to 33.33%).
e) Other Current Assets and Other Assets Other assets are comprised of prepaid expenses and other non-trade receivables.
f) Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
GLOBAL PAYMENT TECHNOLOGIES AUSTRALIA PTY LTD
Notes to Financial Statements
August 31, 2006 and June 30, 2006
1) Summary of significant Accounting Policies and Practices (cont)
g) Use of Estimates
Management of the Company has made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these financial statements in conformity with generally accepted accounting principles. Actual results could differ from those estimates.
h) Impairment of Long-Lived Assets
Long-Lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell, and depreciation ceases.
The Company did not recognize any impairment adjustments in August 2006 (June 2006: nil).
i) Revenue Recognition
The Company recognizes revenue upon shipment of products and passage of title to its customers, or at the time services are completed with respect to repairs not covered by warranty agreements.
j) Commitments and Contingencies
Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment and or remediation can be reasonably estimated. No such amounts were recorded in August 2006 and June 2006.
k) Advertising expenses
Advertising expenses are recognized in the statement of operations as incurred.
l) Cash and cash equivalents
Cash and cash equivalents comprise cash on hand, cash at bank and term deposits with banking institutions. The Term Deposits are for a period of 30 days. These have been rolled over since year-end. Cash at bank includes cash denominated in Australian and US dollars. US dollar denominated bank accounts are restated at year-end to spot rates at year-end with the gain recognized in the Statement of Operations.
GLOBAL PAYMENT TECHNOLOGIES AUSTRALIA PTY LTD
Notes to Financial Statements
August 31, 2006 and June 30, 2006
2) Income Taxes
All pre tax income is derived from domestic operations.
Total income taxes for the period ended August 31, 2006 and year ended June 30, 2006 consist of:
Income tax expense was $14,489 and $61,603 for the period ended August 31, 2006 and year ended June 30, 2006 respectively, and differed from the amounts computed by applying the Australian federal income tax rate of 30% (June 2006: 30%) to pre tax income as a result of the following:
August 2006 June 2006 ---------------- ----------------- Computed "expected" tax expense A$ 14,489 54,956 Other, net - 6,647 ---------------- ----------------- A$ 14,489 61,603 ================ =================
GLOBAL PAYMENT TECHNOLOGIES AUSTRALIA PTY LTD
Notes to Financial Statements
August 31, 2006 and June 30, 2006
2) Income Taxes (continued)
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at August 31, 2006 and June 30, 2006 are presented below.
August 2006 June 2006
At 30 % tax rate At 30% tax rate -------------------- -------------------
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realised. The ultimate realisation of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based upon the level of historical taxable income and projections for future taxable income over the periods, which the deferred tax assets are deductible, management believes it is more likely than not the Company will realize the benefits of these deductible differences at August 31, 2006.
GLOBAL PAYMENT TECHNOLOGIES AUSTRALIA PTY LTD
Notes to Financial Statements
August 31, 2006 and June 30, 2006
3) Pension and Other Post Retirement Benefits
The Company contributed to a defined contribution superannuation fund on behalf of its employees. Contributions are based upon Australian statutory minimum percentage of salary plus any additional contributions included in employee's employment agreement. The company contributed A$23,986 and A$93,188 during August 2006 and June 2006 respectively to the fund. There were no contributions outstanding at year-end.
The Company does not sponsor any other post employment benefits for its employees.
4) Accrued Liabilities
August 2006 June 2006
Goods and services tax payable A$ 78,018 58,207 Accrued expenses 467,845 467,982 Provision for employee leave 167,283 167,283 Warranty provision 75,000 75,000 ---------------- ---------------- A$ 788,146 768,472 ================ ================
5) Commitments
Non cancellable operating lease commitments
The Company leases property under a non-cancellable 4 year operating lease expiring in July 2006.
The company exercised the option in July 2004 to extend the lease for two years.
The Company has not entered into any capital leases.
6) Cost of Goods Sold
August 2006 June 2006 Opening Inventory (excluding stock in A$ transit) 2,968,716 5,300,666 Add Purchases - GPT Inc 751,346 6,521,841 Purchases - Other 3,300 248,594 Freight and other charges 11,652 161,681 --------------- --------------- 3,735,014 12,232,782 Less Ending Inventory (excluding stock in transit) (2,179,959) (2,968,716) --------------- --------------- Cost of Goods Sold A$ 1,555,055 9,264,066 =============== ===============
GLOBAL PAYMENT TECHNOLOGIES AUSTRALIA PTY LTD
Notes to Financial Statements
August 31, 2006 and June 30, 2006
7) Related parties
The company was 50% owned by Global Payment Technologies, Inc, a company incorporated in the United States of America. Global Payment Technologies, Inc disposed of its interest on 4 September 2006 to ACN 121 187 068 Pty Limited, a company domiciled in Australia. The other 50% is owned by a private trust of which the Managing Director of the company is a beneficiary.
During the period, the Company purchased inventories from Global Payment Technologies, Inc., which totalled $739,870 (June 2006: $6,521,841). An amount of A$1,702,173 payable to Global Payment Technologies, Inc is included in Trade accounts payable at balance date (June 2006: $1,612,556).
As of August 31, 2006 the Company had receivables from eCash Holdings Pty Limited of $82,908, (June 2006: $67,139) which were primarily attributable to payments made by the Company on behalf of eCash Holdings Pty Limited to employees and vendors of eCash Holdings Pty Limited. Interest is charged on the balance at the rate of 7% p.a. This amount has been repaid since balance date.
During the period, the Company had sales to eCash Holdings Pty Limited totalling $Nil (June 2006: $1,836). An amount of $Nil is included in Trade accounts receivable at balance date (June 2006: $Nil).
For the period ended August 31, 2006 and the year ended 30 June 2006, the Company charged eCash Holdings Pty Limited a management fee for administrative tasks conducted by the Company on behalf of eCash Holdings Pty Limited, which is included in other sundry income in the accompanying statement of operations.
eCash Holdings Pty Limited was owned 35% by Global Payment Technologies, Inc., 35% by the private trust of the Managing Director of the Company, and 30% by an unrelated third party. Global Payment Technologies, Inc disposed of its interest on 25 August 2006 to ACN 121 187 068 Pty Limited, a company domiciled in Australia.
There were no other transactions with related parties.
Report of Independent Registered Public Accounting Firm
The Board of Directors Global Payment Technologies, Inc
We have audited the accompanying balance sheets of Global Payment Technologies Australia Pty Ltd as of June 30, 2006 and 2005, and the related statement of operations, stockholders' equity, and cash flows for the years ended June 30, 2006, 2005 and 2004. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Global Payment Technologies Australia Pty Ltd as of June 30, 2006 and 2005, and the results of its operations and its cash flows for the years ended June 30, 2006, 2005 and 2004 in conformity with US generally accepted accounting principles.
/s/ Pitcher Partners, Sydney, Australia
11th January 2007
GLOBAL PAYMENT TECHNOLOGIES AUSTRALIA PTY LTD Balance Sheets June 30, 2006 and 2005
See accompanying notes to financial statements.
GLOBAL PAYMENT TECHNOLOGIES AUSTRALIA PTY LTD
Statements of Operations
Years ended June 30, 2006, 2005 and 2004
See accompanying notes to financial statements
GLOBAL PAYMENT TECHNOLOGIES AUSTRALIA PTY LTD
Statements of Stockholders' Equity
Years ended June 30, 2006, 2005 and 2004
See accompanying notes to financial statements
GLOBAL PAYMENT TECHNOLOGIES AUSTRALIA PTY LTD
Statements of Cash Flows
Years ended June 30, 2006, 2005 and 2004
See accompanying notes to financial statements
GLOBAL PAYMENT TECHNOLOGIES AUSTRALIA PTY LTD
Notes to Financial Statements
June 30, 2006, 2005 and 2004
2. Summary of Significant Accounting Policies and Practices
a) Description of Business
Global Payment Technologies Australia Pty Limited (the "Company") distributes and services paper currency validating equipment used in gaming and vending machines in Australia and other countries. There were no significant changes in the nature of the Company's principal activity during the fiscal year.
b) Trade Accounts Receivable
Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company's best estimate of the amount of probable credit losses in the Company's existing accounts receivable. The Company determines the allowance based on historical write-off experience by industry and national economic data. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers.
Concentration of credit risk
The Company's largest customer represented 29% (2005: 33% and 2004: 47%) of trade accounts receivable as of June 30, 2006 and 67% (2005: 54% and 2004: 59%) of sales for the fiscal year ended June 30, 2006. Two other customers represented 29.5% (2005: 12%) or more of net sales and trade accounts receivable as of and for the year ended June 30, 2006.
c) Inventories
Inventories are stated at the lower cost or market value. Cost is determined using the first-in, first-out method for all inventories.
d) Property, Plant and Equipment
Property, plant and equipment are stated at cost.
Depreciation on plant and equipment is calculated on the straight-line method over the estimated useful lives of the assets. The depreciation rates range from 7.5% to 33.33% (2005: 7.5% to 27%; 2004: 7.5% to 27%).
e) Other Current Assets and Other Assets
Other assets are comprised of prepaid expenses and other non-trade receivables.
g) Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
GLOBAL PAYMENT TECHNOLOGIES AUSTRALIA PTY LTD
Notes to Financial Statements
June 30, 2006, 2005 and 2004
1) Summary of significant Accounting Policies and Practices (cont)
l) Use of Estimates
Management of the Company has made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these financial statements in conformity with generally accepted accounting principles. Actual results could differ from those estimates.
m) Impairment of Long-Lived Assets
Long-Lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell, and depreciation ceases.
The Company did not recognize any impairment adjustments in fiscal 2006 (2005: nil; 2004: nil).
n) Revenue Recognition
The Company recognizes revenue upon shipment of products and passage of title to its customers, or at the time services are completed with respect to repairs not covered by warranty agreements.
o) Commitments and Contingencies
Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment and or remediation can be reasonably estimated. No such amounts were recorded in fiscal 2006, 2005 or 2004.
p) Advertising expenses
Advertising expenses are recognized in the statement of operations as incurred.
l) Cash and cash equivalents
Cash and cash equivalents comprise cash on hand, cash at bank and term deposits with banking institutions. The Term Deposits are for a period of 30 days. These have been rolled over since year-end. Cash at bank includes cash denominated in Australian and US dollars. US dollar denominated bank accounts are restated at year-end to spot rates at year-end with the gain recognized in the Statement of Operations.
GLOBAL PAYMENT TECHNOLOGIES AUSTRALIA PTY LTD
Notes to Financial Statements
June 30, 2006, 2005 and 2004
2) Income Taxes
All pre tax income is derived from domestic operations.
Total income taxes for the years ended June 30, 2006, 2005 and 2004 consist of:
Current Deferred Total ------------- --------------- ------------ Year ended June 30, 2006: A$ 80,335 (18,732) 61,603 ============= =============== ============ Year ended June 30, 2005: A$ 291,251 37,134 328,385 ============= =============== ============ Year ended June 30, 2004: A$ 115,975 291,214 407,189 ============= =============== ============
Income tax expense was $61,603, $328,385 and $407,189 for the years ended June 30, 2006, June 30, 2005 and June 30, 2004, respectively, and differed from the amounts computed by applying the Australian federal income tax rate of 30% (2005: 30%; 2004: 30%) to pre tax income as a result of the following:
2006 2005 2004 ----------- ------------ ----------- Computed "expected" tax expense A$ 54,956 326,499 405,785 Other, net 6,647 1,886 1,404 ----------- ------------ ----------- A$ 61,603 328,385 407,189 =========== ============ ===========
GLOBAL PAYMENT TECHNOLOGIES AUSTRALIA PTY LTD
Notes to Financial Statements
June 30, 2006, 2005 and 2004
6) Income Taxes (continued)
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at June 30, 2006 and 2005 are presented below.
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realised. The ultimate realisation of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based upon the level of historical taxable income and projections for future taxable income over the periods, which the deferred tax assets are deductible, management believes it is more likely than not the Company will realize the benefits of these deductible differences at June 30, 2006.
GLOBAL PAYMENT TECHNOLOGIES AUSTRALIA PTY LTD
Notes to Financial Statements
June 30, 2006, 2005 and 2004
7) Pension and Other Post Retirement Benefits
The Company contributed to a defined contribution superannuation fund on behalf of its employees. Contributions are based upon Australian statutory minimum percentage of salary plus any additional contributions included in employee's employment agreement. The company contributed A$93,188, A$83,304 and A$81,692 during fiscal years 2006, 2005 and 2004 respectively to the fund. There were no contributions outstanding at year-end.
The Company does not sponsor any other post employment benefits for its employees.
8) Accrued Liabilities
2006 2005
Goods and services tax payable A$ 58,207 141,837 Accrued expenses 467,982 395,545 Provision for employee leave 167,283 148,814 Warranty provision 75,000 75,000 ---------------- --------------- A$ 768,472 761,196 ================ ===============
9) Commitments
Non cancellable operating lease commitments
Future operating lease commitments not provided for in the financial statements and payable:
2006 2005 Within one year A$ 181,000 210,000 One to two years 188,000 70,000 Two to three years 15,000 - ----------------- ---------------- A$ 384,000 280,000 ================= ================
The Company leases property under a non-cancellable 4 year operating lease expiring in July 2006.
The company exercised the option in July 2004 to extend the lease for two years.
The Company has not entered into any capital leases.
GLOBAL PAYMENT TECHNOLOGIES AUSTRALIA PTY LTD
Notes to Financial Statements
June 30, 2006, 2005 and 2004
8) Related parties
The company was 50% owned by Global Payment Technologies, Inc, a company incorporated in the United States of America. Global Payment Technologies, Inc disposed of its interest on 4 September 2006 to ACN 121 187 068 Pty Limited, a company domiciled in Australia. The other 50% is owned by a private trust of which the Managing Director of the company is a beneficiary.
During the year, the Company purchased inventories from Global Payment Technologies, Inc., which totalled $6,521,841 (2005: $16,736,086). An amount of A$1,612,556 payable to Global Payment Technologies, Inc is included in Trade accounts payable at balance date (2005: $5,652,566).
As of June 30, 2006 the Company had receivables from eCash Holdings Pty Limited of $67,139, (2005: $1,009,172) which were primarily attributable to payments made by the Company on behalf of eCash Holdings Pty Limited to employees and vendors of eCash Holdings Pty Limited. Interest is charged on the balance at the rate of 7% p.a. This amount has been repaid since balance date.
During the year, the Company had sales to eCash Holdings Pty Limited totalling $1,836 (2005: $469,391). An amount of A$Nil is included in Trade accounts receivable at balance date (2005: $200,178).
For the year ended June 30, 2006, the Company charged eCash Holdings Pty Limited a management fee for administrative tasks conducted by the Company on behalf of eCash Holdings Pty Limited, which is included in other sundry income in the accompanying statement of operations.
eCash Holdings Pty Limited was owned 35% by Global Payment Technologies, Inc., 35% by the private trust of the Managing Director of the Company, and 30% by an unrelated third party. Global Payment Technologies, Inc disposed of its interest on 25 August 2006 to ACN 121 187 068 Pty Limited, a company domiciled in Australia.
There were no other transactions with related parties.
Report of Independent Registered Public Accounting Firm
The Board of Directors eCash Holdings Pty Limited
We have audited the accompanying consolidated balance sheets of eCash Holdings Pty Limited and subsidiaries as of June 30, 2006 and 2005 and the related consolidated statements of operations, stockholders' equity, and cash flows for the years ended June 30, 2006, 2005 and 2004. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of eCash Holdings Pty Limited and subsidiaries as of June 30, 2006 and 2005, and the consolidated results of their operations and cash flows for the years ended June 30, 2006, 2005 and 2004, in conformity with US generally accepted accounting principles.
/s Pitcher Partners, Sydney, Australia
11th January 2007
eCash Holdings Pty Limited and subsidiaries
Consolidated Balance Sheets
June 30, 2006
Commitments and contingencies (Note 1)
See accompanying notes to the consolidated financial statements.
eCash Holdings Pty Limited and subsidiaries
Consolidated Statements of Operations
Year ended June 30, 2006
See accompanying notes to the consolidated financial statements.
eCash Holdings Pty Limited and subsidiaries
Consolidated Statements of Stockholders' Equity
Year ended June 30, 2006
See accompanying notes to the consolidated financial statements.
eCash Holdings Pty Limited and subsidiaries
Consolidated Statements of Cash Flows
Year ended June 30, 2006
See accompanying notes to consolidated financial statements.
eCash Holdings Pty Ltd and subsidiaries
Notes to the Consolidated Financial Statements
(1) Summary of Significant Accounting Policies and Practices
(a) Description of Business
eCash Holdings Pty Ltd (the "Company") was incorporated on 13 October 1999 and remained dormant until the 2002 financial year. The company operates in the distribution and servicing of automatic teller machines. In 2002, the Company did not trade, rather it allowed a related party to trade on its behalf under an agreed contractual arrangement and in return an agency fee was received. In 2003, the Company commenced trading in its own right. On 17 July 2003 the company changed its name from eCash Pty Limited to eCash Holdings Pty Limited.
(b) Trade Accounts Receivable
Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company's best estimate of the amount of probable credit losses in the Company's existing accounts receivable. The Company determines the allowance based on historical write-off experience by industry and national economic data. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers.
Concentration of credit risk
The Group's largest ATM sales customer, represented 57.9% (2005: 43.6%) and (2004: 0%) of trade accounts receivable as of June 30, 2006 and 76.5% (2005: 31%) and (2004: 0%) of sales for the fiscal year ended June 30, 2006. The Group's largest ATM rebate customer, represented 0% (2005: 44.6%) of trade accounts receivable as of June 30, 2006 and 100% (2005: 100% and 2004: 100%) of rebate income for the fiscal year ended June 30, 2006.
(c) Inventories
Inventories are stated at the lower of cost or market value. Cost is determined using the first-in, first-out method for all inventories.
(d) Property, Plant and Equipment
Property, plant and equipment are stated at cost.
Depreciation on plant and equipment is calculated on the straight-line method over the estimated useful lives of the assets. The depreciation rates range from 7.5% to 21% (2005: 7.5% to 21%) and (2004: 7.5% to 21%).
(e) Other Current Assets and Other Assets
Other assets are comprised of rental bonds, prepaid expenditure, and other non-trade receivables.
eCash Holdings Pty Ltd and subsidiaries
Notes to the Consolidated Financial Statements
(1) Summary of Significant Accounting Policies and Practices (cont)
(f) Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
Capital gains tax, if applicable, is provided for in establishing period income tax expense when an asset is sold.
(g) Use of estimates
Management of the Company has made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these financial statements in conformity with generally accepted accounting principles. Actual results could differ from those estimates.
(h) Impairment of Long-Lived Assets
Long-lived assets, such as property, plant and equipment, and purchased intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell, and depreciation ceases.
An impairment loss is recognised to the extent that the carrying amount exceeds the asset's fair value. The Company did not recognise any impairment adjustments in fiscal 2006, 2005 and 2004.
(i) Revenue Recognition
The Company recognises revenue when products are shipped and the customer takes ownership and assumes risk of loss. Interest income is recognised as it accrues. Service revenue is recognised as the services are provided. Rebate income is brought to account at the time the rebate is earned.
(j) Commitments and Contingencies
Liabilities for loss contingencies, including environmental remediation costs, arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment and/or remediation can be reasonably estimated.
(k) Advertising expenses
Advertising expenses are recognised in the statement of operations as incurred.
eCash Holdings Pty Ltd and subsidiaries
Notes to the Consolidated Financial Statements
(1) Summary of Significant Accounting Policies and Practices (cont)
(l) Cash and cash equivalents
Cash and cash equivalents comprise cash on hand, cash at bank and term deposits with banking institutions. Cash at bank includes cash denominated in Australian and US dollars. US dollar denominated bank accounts are restated at year-end to spot rates at year-end with the gain/loss recognised in the Statement of Operations.
(m) Consolidation
The consolidated financial statements of the consolidated entity include the financial statements of the Company, being the chief entity, and its controlled entities ("the consolidated entity").
Where an entity either began or ceased to be controlled during the year, the results are included only from the date control commenced or up to the date control ceased.
The balances and effects of transactions, between controlled entities included in the consolidated financial statements have been eliminated.
(n) Investments in controlled entities
Capital ATM Pty Limited was incorporated on 17 March 2003 with the eCash Holdings Pty Limited investing A$1 share capital at the date of incorporation acquiring a 100% interest.
Custom Cash Pty Limited was incorporated on 18 March 2003 with the eCash Holdings Pty Limited investing A$1 share capital at the date of incorporation acquiring a 100% interest.
eCash Pty Limited was incorporated on 24 July 2003 with eCash Holdings Pty Ltd investing $1 share capital at the date of incorporation acquiring 100% interest.
eCash Management Pty Limited was incorporated on 12 September 2002 with eCash Holdings Pty Limited investing A$1 share capital at the date of incorporation acquiring 100% interest.
(2) Income Taxes
Total income tax (expense) credit for the years ended June 30, 2006, 2005 and 2004 consist of:
eCash Holdings Pty Ltd and subsidiaries
Notes to the Consolidated Financial Statements
(2) Income Taxes (cont)
Income tax expense was A$947,655 for the year ended June 30, 2006 and a credit of A$415,028 for the year ended June 30, 2005 and an expense of $204,804 for the year ended June 30, 2004 and differed from the amounts computed by applying the Australian federal income tax rate of 30% (2005: 30%) and (2004: 30%) to pre tax income as a result of the following:
The tax effect of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at 30 June 2006 are presented below.
In assessing the realisability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realised. The ultimate realisation of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment.
eCash Holdings Pty Ltd and subsidiaries
Notes to Consolidated Financial Statements
(3) Pension and Other Post retirement Benefits
The Company contributed to a defined contribution superannuation fund on behalf of its employees. Contributions are based upon Australian statutory minimum percentages of salary plus any additional contributions included in employee's employment agreement. The consolidated entity contributed A$35,680 during fiscal year 2006 (2005: A$32,022) and (2004: A$30,973). There were no contributions outstanding at year-end.
The Company does not sponsor any other post employment benefits for its employees.
(4) Accrued Liabilities
(6) Commitments
Non cancellable operating lease commitments
The consolidated entity has no operating lease commitments.
(7) Related parties
The company was 35% owned by Global Payments Technology, Inc., is 35% owned by the private trust of the Managing Director of the Global Payment Technology Australia Pty Limited, and is 30% owned by the Marketing Director of Global Payment Technology Australia Pty Limited. Global Payments Technology, Inc. disposed of its interest on 25 August 2006 to ACN 121 187 068 Pty Limited, a company domiciled in Australia.
During the year the Group had purchases from Global Payment Technologies Australia Pty Limited totalling A$1,836 (2005: A$469,391) and (2004: A$415,787). An amount of A$0 (2005: A$200,178) and (2004: A$208,872) is included in Trade accounts payable at balance date. In addition the Group owed Global Payment Technologies Australia Pty Ltd A$67,139. (2005: A$1,009,172).
Global Payment Technologies Australia Pty Limited, a related party, paid salary, rental and other administrative costs on behalf of the consolidated entity. These costs were recharged through the affiliate loan accounts. The company paid salary, rental and other administrative costs on behalf of its controlled entities. These amounts were recharged through the affiliate accounts.
There were no other transactions with related parties.
eCash Holdings Pty Ltd and subsidiaries
Notes to Consolidated Financial Statements
(8) Discontinued Operations
During the 30 June 2006 financial year the group disposed of its ATM rental business.
The business had the following income and expenditure during the years ended 30 June 2006, 2005 and 2004:
Report of Independent Registered Public Accounting Firm
The Board of Directors eCash Holdings Pty Limited
We have audited the accompanying consolidated balance sheets of eCash Holdings Pty Limited and subsidiaries as of August 31, 2006 and June 30, 2006 and the related consolidated statements of operations, stockholders' equity, and cash flows for the period ended August 31, 2006 and year ended June 30, 2006. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of eCash Holdings Pty Limited and subsidiaries as of August 31, 2006 and June 30, 2006, and the consolidated results of their operations and cash flows for the period ended August 31, 2006 and year ended June 30, 2006 in conformity with US generally accepted accounting principles.
/s/ Pitcher Partners, Sydney, Australia
11th January 2007
eCash Holdings Pty Limited and subsidiaries
Consolidated Balance Sheets
August 31, 2006 and June 30, 2006
See accompanying notes to the consolidated financial statements.
eCash Holdings Pty Limited and subsidiaries
Consolidated Statements of Operations
Period ended August 31, 2006 and June 30, 2006
See accompanying notes to the consolidated financial statements.
eCash Holdings Pty Limited and subsidiaries
Consolidated Statements of Stockholders' Equity
Period ended August 31, 2006 and June 30, 2006
See accompanying notes to the consolidated financial statements.
eCash Holdings Pty Limited and subsidiaries
Consolidated Statements of Cash Flows
Period ended August 31, 2006 and June 30, 2006
See accompanying notes to consolidated financial statements.
Cash Holdings Pty Ltd and subsidiaries
Notes to the Consolidated Financial Statements
(1) Summary of Significant Accounting Policies and Practices
(a) Description of Business
eCash Holdings Pty Ltd (the "Company") was incorporated on 13 October 1999 and remained dormant until the 2002 financial year. The company operates in the distribution and servicing of automatic teller machines. In 2002, the Company did not trade, rather it allowed a related party to trade on its behalf under an agreed contractual arrangement and in return an agency fee was received. In 2003, the Company commenced trading in its own right. On 17 July 2003 the company changed its name from eCash Pty Limited to eCash Holdings Pty Limited.
(b) Trade Accounts Receivable
Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company's best estimate of the amount of probable credit losses in the Company's existing accounts receivable. The Company determines the allowance based on historical write-off experience by industry and national economic data. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers.
Concentration of credit risk
The Group's largest ATM sales customer, represented 62.4% (June 2006: 57.9%) of trade accounts receivable as of August 31, 2006 and 75.6% (June 2006: 76.5%) of sales for the fiscal period ended August 31, 2006. The Group's largest ATM rebate customer, represented 0% (June 2006: 0%) of trade accounts receivable as of August 31, 2006 and 0% (June 2006: 100%) of rebate income for the fiscal period ended August 31, 2006.
(c) Inventories
Inventories are stated at the lower of cost or market value. Cost is determined using the first-in, first-out method for all inventories.
(d) Property, Plant and Equipment
Property, plant and equipment are stated at cost.
Depreciation on plant and equipment is calculated on the straight-line method over the estimated useful lives of the assets. The depreciation rates range from 7.5% to 21% (June 2006: 7.5% to 21%).
(e) Other Current Assets and Other Assets
Other assets are comprised of rental bonds, prepaid expenditure, and other non-trade receivables.
Cash Holdings Pty Ltd and subsidiaries
Notes to the Consolidated Financial Statements
(2) Summary of Significant Accounting Policies and Practices (cont)
(f) Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
Capital gains tax, if applicable, is provided for in establishing period income tax expense when an asset is sold.
(g) Use of estimates
Management of the Company has made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these financial statements in conformity with generally accepted accounting principles. Actual results could differ from those estimates.
(h) Impairment of Long-Lived Assets
Long-lived assets, such as property, plant and equipment, and purchased intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell, and depreciation ceases.
An impairment loss is recognised to the extent that the carrying amount exceeds the asset's fair value. The Company did not recognise any impairment adjustments in August 2006 (June 2006: nil).
(i) Revenue Recognition
The Company recognises revenue when products are shipped and the customer takes ownership and assumes risk of loss. Interest income is recognised as it accrues. Service revenue is recognised as the services are provided. Rebate income is brought to account at the time the rebate is earned.
(j) Commitments and Contingencies
Liabilities for loss contingencies, including environmental remediation costs, arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment and/or remediation can be reasonably estimated.
(k) Advertising expenses
Advertising expenses are recognised in the statement of operations as incurred.
eCash Holdings Pty Ltd and subsidiaries
Notes to the Consolidated Financial Statements
(1) Summary of Significant Accounting Policies and Practices (cont)
(l) Cash and cash equivalents
Cash and cash equivalents comprise cash on hand, cash at bank and term deposits with banking institutions. Cash at bank includes cash denominated in Australian and US dollars. US dollar denominated bank accounts are restated at year-end to spot rates at year-end with the gain/loss recognised in the Statement of Operations.
(m) Consolidation
The consolidated financial statements of the consolidated entity include the financial statements of the Company, being the chief entity, and its controlled entities ("the consolidated entity").
Where an entity either began or ceased to be controlled during the year, the results are included only from the date control commenced or up to the date control ceased.
The balances and effects of transactions, between controlled entities included in the consolidated financial statements have been eliminated.
(n) Investments in controlled entities
Capital ATM Pty Limited was incorporated on 17 March 2003 with the eCash Holdings Pty Limited investing A$1 share capital at the date of incorporation acquiring a 100% interest.
Custom Cash Pty Limited was incorporated on 18 March 2003 with the eCash Holdings Pty Limited investing A$1 share capital at the date of incorporation acquiring a 100% interest.
eCash Pty Limited was incorporated on 24 July 2003 with eCash Holdings Pty Ltd investing $1 share capital at the date of incorporation acquiring 100% interest.
eCash Management Pty Limited was incorporated on 12 September 2002 with eCash Holdings Pty Limited investing A$1 share capital at the date of incorporation acquiring 100% interest.
(2) Income Taxes
Total income tax (expense) credit for the years ended August 31, 2006 and June 30, 2006 consist of:
eCash Holdings Pty Ltd and subsidiaries
Notes to the Consolidated Financial Statements
(2) Income Taxes (cont)
Income tax expense was A$19,800 for the period ended August 31, 2006 and A$947,655 for the year ended June 30, 2006 and differed from the amounts computed by applying the Australian federal income tax rate of 30% (June 2006: 30%) to pre tax income as a result of the following:
In assessing the realisability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realised. The ultimate realisation of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment.
eCash Holdings Pty Ltd and subsidiaries
Notes to Consolidated Financial Statements
(3) Pension and Other Post retirement Benefits
The Company contributed to a defined contribution superannuation fund on behalf of its employees. Contributions are based upon Australian statutory minimum percentages of salary plus any additional contributions included in employee's employment agreement. The consolidated entity contributed A$5,845 during period ended August 31, 2006 (June 2006: A$35,680). There were no contributions outstanding at year-end.
The Company does not sponsor any other post employment benefits for its employees.
(4) Accrued Liabilities
August 2006 June 2006 Accrued expenses A$ 165,713 123,167 Deferred income 24,500 131,000 Provision for employee leave 96,052 96,052 ------------------ ---------------- A$ 286,265 350,219 ================== ================
(5) Cost of Goods Sold
August 2006 June 2006 Opening Inventory A$ 774,940 886,462 Add Purchases 606,370 3,474,894 Freight and other charges 11,605 454,638 ------------------ ---------------- 1,392,915 4,815,994 Less Ending Inventory (858,138) (774,940) ------------------ ---------------- Cost of Goods Sold A$ 534,777 4,041,054 ================== ================
Continuing 534,777 3,283,678 Discontinued - 757,376 ------------------ ---------------- Cost of Goods Sold A$ 534,777 4,041,054 ================== ================
(6) Commitments
Non cancellable operating lease commitments
The company and consolidated entity have no operating lease commitments.
(7) Related parties
The company was 35% owned by Global Payments Technology, Inc., is 35% owned by the private trust of the Managing Director of the Global Payment Technology Australia Pty Limited, and is 30% owned by the Marketing Director of Global Payment Technology Australia Pty Limited. Global Payments Technology, Inc. disposed of its interest on 25 August 2006.
During the period the Group had purchases from Global Payment Technologies Australia Pty Limited totalling A$0 (June 2006: A$1,836). An amount of A$0 (June 2006: A$0) is included in Trade accounts payable at balance date. In addition the Group owed Global Payment Technologies Australia Pty Ltd A$82,908 (June 2006: A$67,139).
Global Payment Technologies Australia Pty Limited, a related party, paid salary, rental and other administrative costs on behalf of the consolidated entity. These costs were recharged through the intercompany loan accounts.
The company paid salary, rental and other administrative costs on behalf of its controlled entities. These amounts were recharged through the intercompany accounts.
There were no other transactions with related parties.
eCash Holdings Pty Ltd and subsidiaries
Notes to Consolidated Financial Statements
(8) Discontinued Operations
During the 30 June 2006 financial year the group disposed of its ATM rental business.
The company had the following income and expenditure during the year ended 30 June 2006:
The discontinued business did not have any assets and liabilities at 30 June 2006.
Schedule II
(a) Write-off of accounts.
(b) Expenses incurred under warranty obligation.