<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
(Mark One)
[x] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of
1934
For the quarterly period ended March 31, 1999
[ ] Transition report under Section 13 or 15(d) of the Exchange Act
For the transition period from _____ to _____
SEC File Number 0-24725
GLOBAL ELECTION SYSTEMS INC.
(Exact Name of Small Business Issuer as Specified in Its Charter)
British Columbia, Canada 85-0394190
(State or Province of Incorporation) (IRS Employer Identification No.)
1611 Wilmeth Road, McKinney, TX, 75069
(Address of Principal Executive Offices)
972 - 542 - 6000
(Issuer's Telephone Number, Including Area Code)
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes[x] No [ ] (issuer not subject to filing requirements for past 90 days)
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: As of May 14, 1999, the
issuer had 18,483,672 shares of its common stock outstanding. Transitional Small
Business Disclosure Form (check one): Yes [ ] No [x]
<PAGE> 2
TABLE OF CONTENTS
Part 1. FINANCIAL INFORMATION
Item 1. Financial Statements.
Item 2. Management's Discussion and Analysis.
Part 2. OTHER INFORMATION
Item 1. Legal proceedings.
Item 2. Changes in Securities and Use of Proceeds.
Item 3. Defaults Upon Senior Securities.
Item 4. Other Information.
Item 5. Exhibits and Reports on Form 8-K
<PAGE> 3
Part 1. FINANCIAL INFORMATION
Item 1: FINANCIAL STATEMENTS
Summary of Significant Accounting Policies:
The accounting policies as set forth in Global Election
Systems Inc.'s Form 10-SB/A, filed on September 18, 1998 have been adhered to in
preparing the accompanying interim consolidated financial statements. These
statements are unaudited, but include all adjustments, consisting of normal
recurring adjustments, that the Company considers necessary for a fair
presentation of the results for the interim period. Results for an interim
period are not necessarily indicative of results for a full year.
a) Foreign Currency Transactions
The accounts of the Company are prepared in U. S. funds and
the Company's Canadian operations are translated into U.S. dollars as follows:
Monetary assets and liabilities at quarter-end rates
All other assets and liabilities at historical rates
Revenue and expense items at the average rate of exchange
prevailing during the quarter.
Exchange gains and losses arising from these
transactions are reflected in income or expense in the period.
b) Inventory
Inventory of finished goods and work-in-progress is valued at
the lower of cost and net realizable value as estimated by management. Raw
materials, which consist of parts and components, are valued at average cost
less any allowances for obsolescence. Inventory of goods taken in trade is
valued at the lesser of trade-in value and net realizable value as estimated by
management.
<PAGE> 4
GLOBAL ELECTION SYSTEMS INC.
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
QUARTER ENDING
31 MARCH 1999 AND 1998
PREPARED WITHOUT AUDIT IN U.S. FUNDS
<PAGE> 5
GLOBAL ELECTION SYSTEMS INC. Statement 1
INTERIM CONSOLIDATED BALANCE SHEET
AS AT 31 MARCH
Prepared without audit in U.S. Funds
<TABLE>
<CAPTION>
ASSETS 1999 1998
------------ ------------
<S> <C> <C>
CURRENT
Cash and short term deposits $ 511,762 $ 1,120,041
Accounts receivable 2,484,725 3,736,594
Contracts receivable 5,591,217 3,430,275
Deposits and prepaid expenses 218,675 126,621
Inventory 6,789,835 3,598,180
Current portion of agreements receivable 248,916 447,129
------------ ------------
15,845,130 12,458,840
AGREEMENTS RECEIVABLE 238,275 480,430
CAPITAL ASSETS 419,243 435,857
OTHER ASSETS 832,875 1,209,498
------------ ------------
$ 17,335,523 $ 14,584,625
LIABILITIES
CURRENT
Accounts payable and accrued liabilities $ 2,120,101 $ 2,688,408
Deferred revenue 938,997 164,172
Current portion of loans payable 4,888,578 2,549,410
------------ ------------
7,947,676 5,401,990
LOANS PAYABLE 36,757 55,912
------------ ------------
7,984,433 5,457,902
SHAREHOLDERS' EQUITY
SHARE CAPITAL
Authorized:
100,000,000 common voting shares, without par value
20,000,000 convertible voting preferred shares, without par value
Issued and fully paid:
18,483,672 common shares (1998 - 18,457,440) 10,126,865 10,104,539
DEFICIT - STATEMENT 2 (775,775) (977,816)
------------ ------------
9,351,090 9,126,723
------------ ------------
$ 17,335,523 $ 14,584,625
</TABLE>
- --------------------------------------------------------------------------------
ON BEHALF OF THE BOARD:
SIGNED: "HOWARD T. VAN PELT"
- -------------------------------------
HOWARD T. VAN PELT, DIRECTOR
SIGNED: "CLINTON H. RICKARDS"
- -------------------------------------
CLINTON H. RICKARDS, DIRECTOR
<PAGE> 6
GLOBAL ELECTION SYSTEMS INC. Statement 2
INTERIM CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE PERIOD ENDED 31 MARCH
Prepared without audit in U.S. Funds
<TABLE>
<CAPTION>
Common Amount Retained Total
Shares Earnings
(Deficit)
---------- ----------- ----------- ------------
<S> <C> <C> <C> <C>
Balance - 31 December 1993 13,527,237 $ 8,419,336 $(1,164,452) $ 7,254,884
Issuance of shares for name and operating assets of
Lynro Manufacturing Corporation ($1.74 per share) 250,000 434,626 -- 434,626
Issuance of shares for expenses ($0.83 per share) 58,334 48,594 -- 48,594
Issuance of shares on exercise of options ($0.48 per share) 50,000 23,904 -- 23,904
Loss for the year -- -- (1,508,214) (1,508,214)
---------- ----------- ----------- ------------
Balance - 31 December 1994 13,885,571 8,926,460 (2,672,666) 6,253,794
Issuance of shares on exercise of warrants ($0.77 per share) 203,869 156,538 -- 156,538
Issuance of shares on exercise of options ($0.56 per share) 100,000 55,777 -- 55,777
Loss for the year -- -- (1,042,042) (1,042,042)
---------- ----------- ----------- ------------
Balance - 31 December 1995 14,189,440 9,138,775 (3,714,708) 5,424,067
Issuance of shares on exercise of options ($0.47 per share) 500,000 235,422 -- 235,422
Loss for the year -- -- (1,736,657) (1,736,657)
---------- ----------- ----------- ------------
Balance - 31 December 1996 14,689,440 9,374,197 (5,451,365) 3,922,832
Net income for the period -- -- 2,053,512 2,053,512
---------- ----------- ----------- ------------
Balance - 30 June 1997 14,689,440 9,374,197 (3,397,853) 5,976,344
Issuance of shares for name and operating assets of
I-Mark Systems, Inc. ($0.55 per share) 1,000,000 548,148 -- 548,148
Issuance of performance shares from escrow ($0.06 per share) 2,738,000 155,562 -- 155,562
Issuance of shares on exercise of options ($0.89 per share) 30,000 26,632 -- 26,632
Net income for the period -- -- 2,420,037 2,420,037
---------- ----------- ----------- ------------
Balance - 31 March 1998 18,457,440 10,104,539 (977,816) 9,126,723
Issuance of shares on exercise of options ($0.85 per share) 25,000 21,328 -- 21,328
Net income for the period -- -- 1,617,509 1,617,509
---------- ----------- ----------- ------------
Balance - 30 June 1998 18,482,440 10,125,867 639,693 10,765,560
Issuance of shares on exercise of options ($0.81 per share) 1,232 998 -- 998
Net loss for the period -- -- (1,415,468) (1,415,468)
---------- ----------- ----------- ------------
Balance - 31 March 1999 18,483,672 $10,126,865 $ (775,775) $ 9,351,090
---------- ----------- ----------- ------------
</TABLE>
<PAGE> 7
GLOBAL ELECTION SYSTEMS INC. Statement 3
INTERIM CONSOLIDATED STATEMENT OF INCOME (LOSS)
FOR THE NINE MONTHS ENDED 31 MARCH
Prepared without audit in U.S. Funds
<TABLE>
<CAPTION>
For the Quarter Ended For the Nine Months Ended
31 March 31 March
1999 1998 1999 1998
------------ ----------- ------------ -----------
<S> <C> <C> <C> <C>
REVENUES
Sales and operating income $ 2,674,147 $ 3,923,253 $ 9,320,339 $12,086,413
Other income 17,749 17,822 102,780 90,606
------------ ----------- ------------ -----------
2,691,896 3,941,075 9,423,119 12,177,019
------------ ----------- ------------ -----------
COSTS AND EXPENSES
Cost of sales and operating expenses 1,553,960 1,763,244 4,758,529 5,764,909
Selling, administrative and general expenses 1,433,051 1,095,857 4,470,088 3,344,678
Research and development expenses 121,941 92,111 731,211 311,464
Amortization 78,335 102,464 284,580 263,461
Interest 90,455 23,240 200,654 72,470
------------ ----------- ------------ -----------
3,277,742 3,076,916 10,445,062 9,756,982
------------ ----------- ------------ -----------
INCOME (LOSS) BEFORE THE UNDERNOTED (585,846) 864,159 (1,021,943) 2,420,037
Revaluation of used equipment 131,175 -- 393,525 --
------------ ----------- ------------ -----------
NET INCOME (LOSS) FOR THE PERIOD $ (717,021) $ 864,159 $ (1,415,468) $ 2,420,037
------------ ----------- ------------ -----------
- ------------------------------------------------------------------------------------------------------------------
EARNINGS (LOSS) PER SHARE - U. S. FUNDS
Basic $ (0.04) $ 0.04 $ (0.08) $ 0.14
Fully Diluted $ N/A $ 0.03 $ N/A $ 0.13
- ------------------------------------------------------------------------------------------------------------------
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 18,483,264 16,766,344
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 8
GLOBAL ELECTION SYSTEMS INC. Statement 4
INTERIM CONSOLIDATED STATEMENT OF CASH FLOW
FOR THE NINE MONTHS ENDED 31 MARCH
Prepared without audit in U.S. Funds
<TABLE>
<CAPTION>
For the Quarter Ended For the Nine Months Ended
31 March 31 March
1999 1998 1999 1998
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
OPERATING ACTIVITIES
Net income (loss) for the period $ (717,021) $ 864,159 $(1,415,468) $ 2,420,037
Item not affecting cash
Amortization 78,335 102,464 284,580 263,461
----------- ----------- ----------- -----------
(638,686) 966,623 (1,130,888) 2,683,498
Changes in non-cash working capital 216,074 (1,637,247) (2,730,923) (3,114,094)
----------- ----------- ----------- -----------
(422,612) (670,624) (3,861,811) (430,596)
----------- ----------- ----------- -----------
INVESTING ACTIVITIES
Capital assets acquired (25,411) (10,958) (77,985) (1,040,189)
Agreements receivable 156,503 77,650 466,574 383,870
----------- ----------- ----------- -----------
131,092 66,692 388,589 (656,319)
----------- ----------- ----------- -----------
FINANCING ACTIVITIES
Loans payable 300,000 1,411,441 3,644,361 1,946,932
Common shares issued -- 182,194 998 182,194
----------- ----------- ----------- -----------
300,000 1,593,635 3,645,359 2,129,126
----------- ----------- ----------- -----------
NET INCREASE (DECREASE) IN CASH 8,480 989,703 172,137 1,042,211
Cash position - Beginning of period 503,282 130,338 339,625 77,830
----------- ----------- ----------- -----------
CASH POSITION - END OF PERIOD $ 511,762 $ 1,120,041 $ 511,762 $ 1,120,041
----------- ----------- ----------- -----------
</TABLE>
<PAGE> 9
Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS
The discussion and analysis of the operating results
and the financial position of the Company should be read in
conjunction with the Company's Interim Financial Statements
and the notes to them. See "Interim Consolidated Financial
Statements". The financial statements have been prepared in
United States dollars in accordance with Canadian GAAP.
Certain of the information discussed in this report contains
forward-looking statements regarding future events or the
future financial performance of the Company, and is subject to
a number of risks and other factors which could cause the
actual results to differ materially from those contained in
any forward-looking statements. Among those factors are:
general business and economic conditions: customer acceptance
and demand for the company's products; the Company's overall
ability to design, test and introduce new products on a timely
basis; the nature of the markets addressed by the Company's
products; the interaction with governmental entities in the
United States and world-wide which purchase the Company's
products; the unknown and unforeseen effects of potential
"Year 2000" problems encountered by the Company, its
suppliers, customers and others; and other risk factors listed
from time to time in documents filed by the Company with the
Securities and Exchange Commission.
RESULTS OF OPERATIONS
QUARTER ENDED MARCH 31, 1999 COMPARED TO QUARTER ENDED MARCH 31, 1998
SALES AND OPERATING INCOME.
Sales and other income decreased 31.7%, or $1,249,000, to
$2,692,000 in the third quarter ended March 31, 1999 from $3,941,000 in the
third quarter ended March 31, 1998. The sales decrease was largely attributable
to customers deferring the closing of expected orders until later in this
calendar year.
COST OF SALES AND OPERATING EXPENSES.
Cost of sales and operating expenses decreased 11.9%, or
$209,000, to $1,554,000 in the third quarter of fiscal 1999 from $1,763,000 in
the third quarter of fiscal 1998. This decrease resulted in part from the
decrease in sales and in part from the Company's continued efforts to
efficiently utilize labor and reduce cost of parts.
SELLING, ADMINISTRATIVE AND GENERAL EXPENSES.
In the third quarter ended March 31, 1999 selling,
administrative and general expenses increased 30.8%, or $337,000, to $1,433,000,
from $1,096,000 due to an increase in manpower and associated costs in the
sales, field support and administrative areas.
<PAGE> 10
RESEARCH AND DEVELOPMENT EXPENSES.
Research and development expenses increased 32.4%, or $30,000,
to $122,000 in the third quarter of fiscal 1999 from $92,000 in fiscal 1998. The
increase was due to providing enhancements to software for the AccuVote - TS
system. The Company continues to fund research and development in order to offer
leading edge products to the market place.
AMORTIZATION.
Amortization decreased 23.5%, or $24,000, to $78,000 in the
third quarter of fiscal 1999 from $102,000 in fiscal 1998 because Lynro
Manufacturing Corporation goodwill is now fully written off.
INTEREST.
Interest expense increased 289.2%, or $67,000, to $90,000 in
the third quarter of fiscal 1999 from $23,000 in the third quarter of fiscal
1998. The increase was within the Company's operating plan of funding current
accounts receivable and resulted from interest on increased U.S. bank loans.
REVALUATION OF USED EQUIPMENT.
During fiscal 1999 the Company instituted a conservative
policy of writing down trade-in inventory. The trade-in inventory write off
amounted to $131,000 in the third quarter of fiscal 1999. The trade-in
inventory write down will continue for the next five consecutive quarters. At
that time the value of the trade-in inventory is anticipated to be $0.
EARNINGS (LOSS) PER SHARE.
The Company's loss for the third quarter ended March 31, 1999
was $586,000 or $(0.03) per share before a write down of $131,000 for trade-in
inventory. The loss for the third quarter ended March 31, 1999 after the
trade-in inventory write down was $717,000 or $(0.04) per share compared to a
profit of $864,000 or $0.04 per share for the same period for fiscal 1998. The
decrease in earnings per share for the 1999 fiscal period as compared to the
1998 fiscal period was due to a decrease in sales, and increases in selling,
administrative and general expense, research and development expense, and
interest expense, along with the write down of the trade-in inventory.
YEAR TO DATE MARCH 31, 1999 COMPARED TO YEAR TO DATE MARCH 31, 1998
SALES AND OPERATING INCOME.
Year to date sales and other income for the nine months ended
March 31, 1999 decreased 22.6% or $2,754,000, to $9,423,000 from $12,177,000 for
the nine months ended March 31, 1998. The sales decrease was largely
attributable to customers deferring the closing of expected orders until later
in this calendar year.
<PAGE> 11
COST OF SALES AND OPERATING EXPENSES.
Year to date cost of sales and operating expenses for fiscal
period 1999 decreased 17.5%, or $1,006,000, to $4,759,000 from $5,765,000 for
fiscal 1998. In fiscal 1999, year to date cost of sales and operating expense as
a percentage of gross revenues increased to 50.5% from 47.3% in fiscal 1998.
This increase resulted in part from higher product cost for the AccuVote - TS
system.
SELLING, ADMINISTRATIVE AND GENERAL EXPENSES.
Year to date selling, administrative and general expenses for
fiscal 1999 increased 33.6%, or $1,125,000, to $4,470,000 from $3,345,000 for
fiscal 1998. The increase was due largely to election support provided in the
second quarter and an increase in manpower and associated costs thereon in the
sales, field support and administrative areas. In addition, expenses relating to
the I-Mark asset acquisition were incurred for the whole 1999 fiscal period,
whereas in the 1998 fiscal period expenses were incurred for only eight months.
RESEARCH AND DEVELOPMENT EXPENSES.
Year to date research and development expenses for fiscal 1999
increased by 134.8%, or $420,000, to $731,000 from $311,000 for fiscal 1998. The
increase was due to providing enhancements to software for the AccuVote - TS
system. The Company continues to fund research and development in order to offer
leading edge products to the market place.
AMORTIZATION.
Year to date amortization for fiscal 1999 increased 8.0%, or
$21,000, to $285,000 from $264,000 in fiscal 1998. This increase was due
primarily to amortization of I-Mark goodwill. It should be noted Lynro
Manufacturing Corporation goodwill is now fully written off.
INTEREST.
Year to date interest expense for fiscal 1999 increased
176.9%, or $128,000, to $201,000 from $73,000 in fiscal 1998. The increase was
within the Company's operating plan of funding current accounts receivable and
resulted from interest on U.S. increased bank loans.
REVALUATION OF USED EQUIPMENT.
Year to date trade-in inventory write off for fiscal 1999
increased to $394,000 from $ nil in fiscal 1999. The trade-in inventory write
down will continue for the next five consecutive quarters. At that time the
value of the trade-in inventory is anticipated to be $0.
<PAGE> 12
EARNINGS (LOSS) PER SHARE.
The Company's year to date loss for fiscal 1999 was $1,022,000
or $(0.06) per share before a write down of $394,000 for trade-in inventory. The
year to date loss for fiscal 1999 after the trade-in inventory write down was
$1,415,000 or $(0.08) per share compared to a profit of $2,420,000 or $0.14 per
share for the same period for fiscal 1998. The decrease in earnings per share
for the 1999 fiscal period as compared to the 1998 fiscal period was due to a
decrease in sales, and increases in selling, administrative and general expense,
research and development expense, amortization and interest expense, along with
the write down of the trade-in inventory.
LIQUIDITY AND CAPITAL RESOURCES.
The Company uses a combination of internally generated funds
and bank borrowings to finance its acquisitions, working capital requirements,
capital expenses and operations.
During the period ended March 31, 1999, the Company generated
most of its funding through cash flow.
At March 31, 1999, the Company's cash totaled $511,762, an
increase of $8,480 from December 31, 1998. Accounts and contracts receivable
increased to $8,076,000 at March 31, 1999 from $7,578,000 at December 31, 1998.
Due to the nature of the Company's business, timing of payments on large
contracts may vary significantly, causing significant variances from period to
period in the mix of cash, other liquid funds, accounts receivable and contracts
receivable. Inventory figures may vary significantly, depending upon delivery
dates for voting systems. At March 31, 1999, inventory amounted to $6,790,000, a
decrease of $ 72,000 from December 31, 1998. Inventory has increased due to the
addition of the AccuVote - TS system, a new product introduced in fiscal 1999.
The Company has contractual arrangements with customers
whereby credit terms may be extended for the amounts due for voting systems. At
March 31, 1999, agreements receivable less current portion amounted to $238,000,
a decrease of $114,000 from December 31, 1998. These agreements are repaid at
varying terms and with varying interest rates determined on a case by case
basis. Historically, the Company has not experienced any default in connection
with agreements due from customers.
The Company currently has four loans outstanding, three with
Western Bank, Albuquerque, New Mexico, and one loan with Hibernia National Bank
of Texas, McKinney, Texas. One loan in the amount of $361,700 is secured by a
loan receivable amounting to $492,615. This loan bears an interest rate of
Western Bank of Albuquerque Prime Rate and is due November 15, 2000. A second
loan in the amount of $55,135 is secured by a specific Global USA contract in
the amount of $66,940. This loan bears an interest rate of Western Bank of
Albuquerque Prime Rate and is due July 1, 2001. A third loan in the amount of
$1,508,500 is secured by a specific Global USA contract in the amount of
$2,152,488 and bears an interest rate of Western Bank of Albuquerque Prime Rate
plus 1% and is due July 26, 1999. The final loan with Hibernia National Bank of
Texas in the amount of $3,000,000, is secured by a blanket assignment of
accounts receivable, and bears an interest rate of The Wall Street Journal Prime
Rate and is due October 12, 1999. The loans are used for working capital.
<PAGE> 13
During the Company's current and two most recently ended
fiscal years, the Company has not experienced any material impact from inflation
or changing prices on its net sales and revenues or on income from continuing
operations.
Management anticipates that financial resources, including
internally generated funds and available bank line of credit and borrowings will
be sufficient to finance the Company's current operations and capital
expenditures, excluding acquisitions, for the next twelve months.
SUBSEQUENT EVENT.
On April 22, 1999 the Company increased the loan with
Hibernia Bank of Texas by $600,000 to $3,600,000. The increased amount of
$600,000 is to be available for a period of ninety (90) days which availability
shall be terminated on July 20, 1999. The additional loan bears interest at The
Wall Street Journal Prime Rate.
YEAR 2000 ISSUE.
DESCRIPTION OF THE ISSUE:
The Y2K issue refers to the ability of certain date -
sensitive computer chips, software, and systems to recognize a two - digit data
field as belonging to the 21st century. This is a significant issue for most, if
not all companies, with far reaching implications, some of which cannot be
anticipated or predicted with any degree of certainty. The Y2K issue may create
unforeseen risks to the Company from its internal computer systems as well as
from computer systems of third parties with which it deals. Failures of the
Company's and/or third parties' computer systems could have a material adverse
impact on the Company's ability to conduct its business.
YEAR 2000 ASSESSMENT:
Management of the Company has been assessing the magnitude of
the Y2K issue with respect to the Company's products, business, suppliers and
customers. In conjunction with the Company's assessment of Y2K issues which
might affect it, the Company has been formulating plans to address the Y2K
issue, including contingencies to address unforeseen problems.
INTERNAL BUSINESS:
Management is currently reviewing all internal business
computer systems to ensure that these systems either will be Y2K ready, or will
be modified or replaced by Y2K systems.
<PAGE> 14
SUPPLIERS:
The major suppliers to the Company are component parts
distributors. Often the Company sources its products and manufacturing services
from multiple, competing vendors. The Company is currently conducting reviews of
all suppliers to ensure Y2K readiness of as many vendors as possible. There can
be no assurance that the systems of other companies on which the Company relies
will be Y2K ready on a timely basis and will not have an adverse effect on the
operations of the Company. In the instances where the Company is unable to
determine that its vendors have taken appropriate steps to minimize disruption
due to non- Y2K readiness, the Company will consider contingency plans,
including moving to currently identified alternate sources, or developing new
alternative sources of supply.
PRODUCTS:
The Company has conducted a reality-based review of its
election equipment product line for the purpose of determining the impact of
Y2K. The Company's perspective on Y2K issues derives from real-world, practical
experience in meeting the needs of our customers who operate in an event-driven
environment. As such the Company's election tabulation hardware has been
determined to be functional in the Year 2000 and beyond. The Company's recent
development effort in application software has also ensured functionality in the
election processing environment for the Year 2000 and beyond.
COSTS:
The Company does not expect the cost of its Y2K assessment,
including both incremental spending and reallocated resources, to be material.
The current assessment does not include potential costs related to any customer
or other claims or the cost of internal software and hardware being replaced in
the normal course of business. This assessment is subject to change because
there is no uniform definition of "readiness for Y2K". All customer situations
cannot be anticipated, particularly those involving third party products;
therefore, the Company may see claims as a result of the Y2K transition. These
claims, if successful, could have a material adverse impact on future results.
CUSTOMERS:
The Company has not yet assessed the extent to which its
governmental unit customers are Y2K compliant, although it believes that,
particularly in the United States, governmental units are aware of and are
addressing the issues. The Company cannot predict the effect of a lack of Y2K
compliance by its customers on the Company. The inability of a governmental unit
to generate data needed in order to conduct elections or to interface with the
Company's voting systems, or other problems, could prevent the customer from
using the Company's systems or could result in disruption of the election
process. The Company is unable to predict the impact this could have on its
business and revenues or the extent of any liability to third parties the
Company might incur, although the impact or liability could be materially
adverse to the Company and its business.
<PAGE> 15
COST ESTIMATES:
The Company has not been required to incur costs for Y2K
remedial work and has not set aside any contingency fund to deal with any
contingencies, which may arise. The costs for Y2K compliance are based upon
management's best estimates, which were derived from numerous assumptions about
future events, including third-party modification plans and other factors.
However, the Company cannot guarantee that those estimates will be accurate and
actual results could differ materially from those plans. Specific factors that
might cause material differences include, but are not limited to, the
availability and cost of personnel trained in this area and the ability to
identify and correct all relevant computer codes.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The only litigation to which Global Election Systems
Inc. is a party defendant that could have a significant impact
upon the economic status of the corporation is the case
captioned Election Systems & Software, Inc., Election
Products, Inc and ILJ Corp. vs I-Mark Systems, Inc and Global
Election Systems, Inc., Case No. 8:98 CV 425, filed in the
United States District Court for the District of Nebraska.
This case is still in the discovery stage, but the
plaintiffs have indicated that they may dismiss the case, as
it now appears that the I-Mark/Global product does not
infringe upon the patents held by the plaintiffs. Management
intends to continue to litigate this matter in order to defend
Global's technology, unless and until plaintiffs dismiss it or
other action dispositive of the issues is taken, and to seek
reimbursement for fees and costs from the plaintiffs.
Management believes that Global has no liability in this
matter.
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Other Information
On May 5, 1999, Global Election Systems Inc.
announced that it had entered into a new Letter of Intent with BRELSH Holdings,
Inc. Global intends to purchase all of the outstanding shares of BRELSH
Holdings, Inc. and two other unnamed companies with which BRELSH has signed
letters of intent.
Global and BRELSH will attempt to obtain financing of
approximately US $50 million to be used by Global to purchase the BRELSH shares
and to partially redeem Global shares on a pro rata basis. The redemption price
will be approximately US $2.48 per share.
The above transactions are subject to board and
shareholder approval of both companies, in addition to fairness opinions from
neutral evaluators.
<PAGE> 16
Item 5. Exhibits and Reports on Form 8-K
A. Exhibits
03.1 Memorandum and Articles of Incorporation, as
amended.*
04.1 Parts 7, 10 , 12, and 27 of the Memorandum and
Articles of Incorporation, as amended, set
forth in Exhibit 3.1**
11.1 Computation of per-share income Treasury Stock
Method of Global Election Systems Inc.
27 Financial Data Schedule
* Incorporated by reference to Exhibit 2(1) to the Company's Form 10-SB
filed July 31, 1998.
** Incorporated by reference to Exhibit 3(1) to the Company's Form 10-SB
filed July 31, 1998.
B. Reports on Form 8-K
The Company filed no reports on Form 8-K during the second quarter of
Fiscal 1999.
<PAGE> 17
Signature
In accordance with the requirements of the Exchange Act, the Registrant caused
this report to be signed on behalf by the undersigned, hereunto duly authorized.
Dated: May 14, 1999
Global Election Systems Inc.
By: /s/ Howard T. Van Pelt
----------------------------------
Howard T. Van Pelt, President and
Chief Financial Officer
<PAGE> 18
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
03.1 Memorandum and Articles of Incorporation, as amended.*
04.1 Parts 7, 10 , 12, and 27 of the Memorandum and Articles of
Incorporation, as amended, set forth in Exhibit 3.1**
11.1 Computation of per-share income Treasury Stock Method of
Global Election Systems Inc. Filed Electronically Herewith.
27 Financial Data Schedule. Filed Electronically Herewith.
* Incorporated by reference to Exhibit 2(1) to the Company's Form 10-SB filed
July 31, 1998.
** Incorporated by reference to Exhibit 3(1) to the Company's Form 10-SB filed
July 31, 1998.
<PAGE> 1
EXHIBIT 11.1
GLOBAL ELECTION SYSTEMS INC.
Computation of Per-Share Income
Treasury Stock Method
<TABLE>
<CAPTION>
Period Ended Period Ended
March 31, 1999 March 31, 1998
Nine Months Nine Months
<S> <C> <C>
Weighted average number of share outstanding 18,483,264 16,773,928
Total common and common equivalent shares 20,123,699 18,235,595
Net Income (Loss) for the period $ (1,415,468) $ 2,420,037
Weighted average number of share outstanding 18,482,264 16,773,928
Earnings per share - basic $ (0.08) $ 0.14
Net Income (Loss) for the period $ (1,415,468) $ 2,420,037
Total common and common equivalent shares 20,123,699 18,235,595
Earnings per share - fully diluted $ N/A $ 0.13
Earnings per share:
</TABLE>
Basic earnings per share is computed by dividing the net income for the period
by the weighted average number of common shares outstanding for the period.
Fully diluted earnings per share is computed by dividing the net income for the
period by the common and common equivalent shares outstanding for the period.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-START> JUL-01-1998
<PERIOD-END> MAR-31-1999
<CASH> 511,762
<SECURITIES> 0
<RECEIVABLES> 8,075,942
<ALLOWANCES> 0
<INVENTORY> 6,789,835
<CURRENT-ASSETS> 15,845,130
<PP&E> 935,762
<DEPRECIATION> 516,519
<TOTAL-ASSETS> 17,335,523
<CURRENT-LIABILITIES> 7,947,676
<BONDS> 0
0
0
<COMMON> 10,126,865
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 17,335,523
<SALES> 9,320,339
<TOTAL-REVENUES> 9,423,119
<CGS> 4,758,529
<TOTAL-COSTS> 10,244,408
<OTHER-EXPENSES> 5,201,299
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 200,654
<INCOME-PRETAX> (1,415,468)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,415,468)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,415,468)
<EPS-PRIMARY> .08
<EPS-DILUTED> .00
</TABLE>
