UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended October 31, 2013

[ ]           TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________________ to________________________

Commission File Number:  0-10294

INTERNATIONAL LOTTERY & TOTALIZATOR SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

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

2310 Cousteau Court Vista, California (Address of principal executive offices) 92081-8346 (Zip Code)

(760) 598-1655

(Registrant’s telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes   ý   No  o

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

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

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

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

The number of shares outstanding of the registrant’s Common Stock, no par value, as of December 12, 2013 was 12,962,999.

INDEX

PART I	FINANCIAL INFORMATION	PAGE
Item 1.	Financial Statements (Unaudited)		3-12
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations		13-18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		19
Item 4.	Controls and Procedures		19
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings		19
Item 1A.	Risk Factors		19
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		19
Item 3.	Defaults Upon Senior Securities		19
Item 4.	Mine Safety Disclosures		19
Item 5.	Other Information		19
Item 6.	Exhibits		20
	Signatures

EXHIBIT 31

EXHIBIT 32

2

PART I	FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS

INTERNATIONAL LOTTERY & TOTALIZATOR SYSTEMS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands)
	October 31,			April 30,
	2013			2013
	(Unaudited)			(1)
ASSETS
Current assets:
Cash and cash equivalents	$	7,544		$	7,259
Certificates of deposit		498			1,245
Accounts receivable, net of allowance for doubtful accounts of $75		3,138			2,054
Deferred cost of revenues		2			132
Inventories		2,197			3,665
Deferred income taxes		34			1,555
Other current assets		115			298
Total current assets		13,528			16,208
Equipment, furniture and fixtures, net		546			573
Other noncurrent assets		51			53
Total assets	$	14,125		$	16,834
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	742		$	2,180
Accrued payroll and related taxes		391			384
Warranty reserves		338			139
Payable to Parent		202			202
Other current liabilities		126			38
Deferred revenues		1,252			5,451
Total current liabilities		3,051			8,394
Commitments and contingencies
Shareholders’ equity:
Preferred shares, no par value; 20,000 shares authorized; no shares issued or outstanding		-			-
Common shares, no par value; 50,000 shares authorized; 12,963 shares issued and outstanding		56,370			56,370
Accumulated deficit		(45,296	)		(47,930	)
Total shareholders' equity		11,074			8,440
Total liabilities and shareholders' equity	$	14,125		$	16,834

(1) Derived from the consolidated audited financial statements included in the Company's Annual Report on Form 10-K for the fiscal year ended April 30, 2013 filed with the SEC.

See notes to condensed consolidated financial statements

3

INTERNATIONAL LOTTERY & TOTALIZATOR SYSTEMS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(Amounts in thousands, except per share amounts)

	Three Months Ended				Six Months Ended
	October 31,				October 31,
	2013		2012		2013		2012
Revenues:
Sales of products	$	8,715	$	2,047	$	16,025	$	5,060
Services		259		350		715		627
		8,974		2,397		16,740		5,687
Cost of sales:
Cost of product sales		4,820		1,133		10,746		2,850
Cost of services		107		128		238		203
		4,927		1,261		10,984		3,053
Gross profit		4,047		1,136		5,756		2,634
Selling, general and administrative expenses		836		644		1,424		1,223
Income from operations		3,211		492		4,332		1,411
Other income:
Interest and dividend income		-		-		1		-
Income before provision for income taxes		3,211		492		4,333		1,411
Provision for income taxes		1,247		20		1,699		23
Net income	$	1,964	$	472	$	2,634	$	1,388
Net income per share:
Basic	$	0.15	$	0.04	$	0.20	$	0.11
Weighted average shares used in computation of net income per share:
Basic		12,963		12,963		12,963		12,963

See notes to condensed consolidated financial statements

4

INTERNATIONAL LOTTERY & TOTALIZATOR SYSTEMS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(Amounts in thousands)

	Six Months Ended October 31,
	2013			2012
Cash flows from operating activities:
Net income	$	2,634		$	1,388
Adjustments to reconcile net income to net cash (used in) provided by
operating activities:
Depreciation and amortization		95			87
Warranty reserve expense		260			73
Loss on disposal of equipment		25			-
Deferred income taxes		1,521			-
Changes in operating assets and liabilities:
Accounts receivable		(1,084	)		(2,189	)
Costs and estimated earnings in excess of billings on uncompleted contracts		-			726
Deferred cost of revenues		130			(8	)
Inventories		1,468			1,124
Other current and noncurrent assets		185			41
Accounts payable		(1,438	)		(907	)
Billings in excess of costs and estimated earnings on uncompleted contracts		-			453
Accrued payroll and related taxes		7			1
Warranty reserves		(61	)		(131	)
Other liabilities		88			(29	)
Deferred revenues		(4,199	)		(36	)
Net cash (used in) provided by operating activities		(369	)		593
Cash flows from investing activities:
Proceeds from redemption of certificates of deposit		747			250
Additions to equipment, furniture and fixtures		(93	)		(175	)
Net cash provided by investing activities		654			75
Net increase in cash and cash equivalents		285			668
Cash and cash equivalents at beginning of period		7,259			2,783
Cash and cash equivalents at end of period	$	7,544		$	3,451
Supplemental cash flow information:
Cash paid for income taxes	$	73		$	37

See notes to condensed consolidated financial statements

5

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Description of the Business

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

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

These efforts leverage the Company’s extensive experience to develop highly secure, mission-critical solutions that meet the NASED 2002 VSS and the EAC 2005 VVSG standards. In addition, the Company’s voting systems offer the following features:

· High level of security and vote encryption to ensure integrity and voter privacy;

· Electronic and paper audit trails that offer added security and redundancy for recounts;

· Reduce the cost of ballot printing while offering operational efficiencies;

· Minimal training required for poll workers to set-up and operate; and

· Minimal voter re-education required.

Berjaya Lottery Management (H.K.) Ltd. (“BLM” or the “Parent”) owns 71.3% of the outstanding voting stock of ILTS.

Principles of Consolidation

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

Basis of Presentation

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

The results of operations for the interim periods shown in this report are not necessarily indicative of the results to be expected for the full year. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2013 filed with the SEC on July 9, 2013. The condensed consolidated balance sheet as of April 30, 2013 has been derived from the audited financial statements included in the Form 10-K for that year.

6

Use of Estimates

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

Deferred Revenues

Deferred revenues of approximately $1.3 million as of October 31, 2013 represent prepayments for products and services related to lottery terminals, use of the OpenElect® and PBC voting systems and other software and technical support services. The Company will recognize the revenues upon the fulfillment of the prescribed criteria for revenue recognition.

Warranty Reserves

Estimated warranty costs are accrued as revenues are recognized. Included in the warranty cost accruals are costs for basic warranties on products sold. A summary of product warranty reserve activity for the six months ended October 31, 2013 is as follows:

(Amounts in thousands)
Balance at May 1, 2013	$	139
Additional reserves		298
Warranty reserve expense adjustments		(38	)
Charges incurred		(61	)
Balance at October 31, 2013	$	338

Income Taxes

The Company uses the asset and liability method for financial reporting of income taxes. Deferred tax assets and liabilities are determined based on temporary differences between financial reporting and the tax basis of assets and liabilities, and are measured by applying enacted rates and laws to taxable years in which such differences are expected to be recovered or settled. Any changes in tax rates or laws are recognized in the period when such changes are enacted. Valuation allowances have been established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company records a valuation allowance to reduce its deferred tax assets when uncertainty exists regarding the realizability of the deferred tax assets.

The provisions for income taxes were approximately $1.2 million and $1.7 million for the three and six months ended October 31, 2013, respectively. The effective rate was 39.22% for 2013, compared to a minimal effective rate for 2012. The increase in the effective rate for 2013 was due to the reversal of a portion of the valuation allowance and recording of a deferred tax asset at April 30, 2013, of which portions were recognized in the first and second quarters of the fiscal year ending 2014.

7

Segment Information

The Company reports segment information based on the “management” approach. Under this approach, operating segments are identified in substantially the same manner as they are reported internally and used by the Company’s chief operating decision maker for purposes of evaluating performance and allocating resources.

The Company divides its operations into two operating segments: the gaming business and the voting business. The gaming segment designs and develops computerized wagering systems and terminals for the lottery and pari-mutuel racing industries worldwide. Presently the voting segment generates revenues from the sales of the voting systems and hardware, software licensing, product servicing and software support services.

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

	As of and for the Three Months Ended October 31, 2013
	Gaming Business			Voting Business				Totals
Total revenues		$	8,661		$	313			$	8,974
Income (loss) from operations			3,707			(496	)			3,211
Depreciation and amortization			29			20				49
Segment assets			12,463			1,662				14,125
	As of and for the Three Months Ended October 31, 2012
	Gaming Business			Voting Business				Totals
Total revenues		$	1,145		$	1,252			$	2,397
Income from operations			214			278				492
Depreciation and amortization			29			17				46
Segment assets			6,830			1,964				8,794

	As of and for the Six Months Ended October 31, 2013
	Gaming Business			Voting Business				Totals
Total revenues		$	15,531		$	1,209			$	16,740
Income (loss) from operations			4,718			(386	)			4,332
Depreciation and amortization			55			40				95
Segment assets			12,463			1,662				14,125
	As of and for the Six Months Ended October 31, 2012
	Gaming Business			Voting Business				Totals
Total revenues		$	3,632		$	2,055			$	5,687
Income from operations			1,165			246				1,411
Depreciation and amortization			56			31				87
Segment assets			6,830			1,964				8,794

8

Inventories

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

Inventories consisted of the following:

	October 31,		April 30,
	2013		2013
(Amounts in thousands)
Raw materials and subassemblies	$	1,261	$	2,872
Work-in-process		32		33
Finished goods		904		760
	$	2,197	$	3,665

Equipment, Furniture and Fixtures

Net equipment, furniture and fixtures consisted of the following:

	October 31,			April 30,
	2013			2013
(Amounts in thousands)
Plant and machinery	$	822		$	757
Computer equipment		1,684			1,662
Leasehold improvement		201			201
Furniture, fixtures and equipment		96			96
Construction in progress		6			25
		2,809			2,741
Accumulated depreciation and amortization		(2,263	)		(2,168	)
Net equipment, furniture and fixtures	$	546		$	573

Net Income per Share

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

9

Major Customers

The following table summarizes major customers who individually accounted for more than 10% of revenues for the periods presented:

	Three Months Ended October 31,		Six Months Ended October 31,
	2013	2012	2013	2012
Revenue:
From unrelated customers	No individual customer accounted for more than 10% of total revenue	One customer from the voting segment accounted for 41% of total revenue and one customer from the gaming segment accounted for 10% of total revenue	One customer from the gaming segment accounted for 40% of total revenue	One customer from the voting segment accounted for 28% of total revenue and one customer from the gaming segment accounted for 10% of total revenue
From related customers	One customer from the gaming segment accounted for 95% of total revenue	One customer from the gaming segment accounted for 36% of total revenue	One customer from the gaming segment accounted for 52% of total revenue	One customer from the gaming segment accounted for 50% of total revenue

Related Party Transactions

During the three months ended October 31, 2013 and 2012, revenues from all related party transactions for the sales of products and services totaled approximately $8.6 million (96% of total revenue) and $909,000 (38% of total revenue), respectively. Related party revenues for the six months ended October 31, 2013 and 2012 were approximately $8.8 million (53% of total revenue) and $3.1 million (54% of total revenue), respectively. Included in accounts receivable at October 31, 2013 was approximately $2.9 million from these customers. Descriptions of the transactions with the Company’s related parties in the three and six months ended October 31, 2013 and 2012 are presented below

Berjaya Lottery Management (H.K.) Ltd.

In 1996, the Company entered into an agreement to purchase specific inventory on behalf of Berjaya Lottery Management (H.K.) Ltd. (“BLM”), the owner of 71.3% of ILTS’s outstanding voting stock as of October 31, 2013.  

Over time, the Company has sold or used portions of the BLM inventory in unrelated third party transactions. The sale or use of the inventory resulted in a liability to BLM for the cost of the items utilized.

The financial activities and balances related to BLM were as follows:

· There were no related party sales to BLM in the three and six months ended October 31, 2013 and 2012;

· There were no accounts receivable balances from BLM as of October 31, 2013 and April 30, 2013;

·   Liabilities to BLM arising from the sale or use of the BLM inventory, recorded as “Payable to Parent,” were $202,000 as of both October 31, 2013 and April 30, 2013; and

·   There were no inventory balances held for BLM as of October 31, 2013 and April 30, 2013.

10

Sports Toto Malaysia Sdn. Bhd.

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

In January 2013, the Company received from STM, an order valued at approximately $11 million for lottery products. Shipments of these products are to be completed by the third quarter of fiscal 2014.

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

·   Revenues of approximately $8.5 million and $8.7 million were recognized on the sale of lottery products and support services during the three and six months ended October, 31, 2013, respectively. Revenues of $871,000 and $1.9 million were recognized on the performance of contract deliverables and support services during the three and six months ended October, 31, 2012, respectively;

·   There was no cost of deferred revenues as of October 31, 2013. Cost of deferred revenues in connection with the lottery product order received in January 2013 mentioned above totaled $104,000 as of April 30, 2013;

· There was deferred revenue of $820,000 on lottery products and software support services as of October 31, 2013, compared to $3.3 million as of April 30, 2013; and

·   Accounts receivable totaled approximately $2.8 million as of October 31, 2013, compared to $410,000 as of April 30, 2013.

Philippine Gaming Management Corporation

The Company provides lottery products and software development to Philippine Gaming Management Corporation (“PGMC”), a related party and a subsidiary of BLM.

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

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

·   Revenues recognized on the sale of lottery products during the three and six months ended October 31, 2013 totaled approximately $61,000 and $65,000, respectively. Revenues of $3,000 and $1.1 million were recognized on the sale of lottery products during the three and six months ended October 2012, respectively; 

·   There were no deferred revenue balances as of October 31, 2013 and April 30, 2013; and

· There were no accounts receivable balances as of October 31, 2013 and April 30, 2013.

Natural Avenue Sdn. Bhd.

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

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

·   Revenues of $35,000 and $71,000 were recognized on the sale of support services and licensing during the three and six months ended October 31, 2013, respectively. Revenues of $35,000 and $70,000 were recognized on the sale of support services and licensing during the three and six months ended October 31, 2012, respectively;

·   There was deferred revenue of $11,000 as of October 31, 2013. Deferred revenue balance on lottery product licensing totaled $4,000 as of April 30, 2013; and

·   Accounts receivable was $11,000 as of October 31, 2013, compared to $1,000 as of April 30, 2013.

11

Sports Toto Computers Sdn. Bhd.

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

During the three and six months ended October 31, 2013, the Company incurred services of approximately $51,000 and $101,000, respectively, which are shown as part of cost of sales. During the three and six months ended October 31, 2012, the Company incurred approximately $40,000 and $80,000, respectively, which are shown as part of cost of sales.

Fair Value of Financial Instruments

The Company’s material financial instruments consist of its cash and cash equivalents, certificates of deposit, accounts receivable, accounts payable and related party payables. The carrying amounts of the Company’s financial instruments generally approximated their fair values as of October 31, 2013 and April 30, 2013 due to the short-term maturity of the instruments.

12

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

NOTE REGARDING FORWARD-LOOKING STATEMENTS

SAFE HARBOR STATEMENT PURSUANT TO SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934

This report contains certain forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or anticipated results, including those set forth under the heading "Risk Factors" and elsewhere in, or incorporated by reference into, this report. In some cases, you can identify forward looking statements by terms such as "may," "intend," "might," "will," "should," "could," "would," "expect," "believe," "anticipate," "estimate," "predict," "potential," or the negative of these terms. These terms and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, which could cause actual results to differ materially from those projected. The forward-looking statements in this report are based upon management's current expectations and belief, which management believes are reasonable. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor or combination of factors, or factors we are aware of, may cause actual results to differ materially from those contained in any forward-looking statements. You are cautioned not to place undue reliance on any forward-looking statements. These statements represent our estimates and assumptions only as of the date of this report. Except to the extent required by federal securities laws, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

You should be aware that our actual results could differ materially from those contained in the forward-looking statements due to a number of factors, including, such factors, among others, as market acceptance and market demand for our products and services, pricing, the changing regulatory environment, the effect of our accounting policies, potential seasonality, industry trends, adequacy of our financial resources to execute our business plan, our ability to attract, retain and motivate key technical, marketing and management personnel, and other risks described from time to time in periodic and current reports we file with the United States Securities and Exchange Commission, or the "SEC." You should consider carefully the statements under "Item 1A. Risk Factors" and other sections of this report, which address additional factors that could cause our actual results to differ from those set forth in the forward-looking statements and could materially and adversely affect our business, operating results and financial condition. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the applicable cautionary statements.

CRITICAL ACCOUNTING POLICIES

Use of Estimates

Our condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States. Accordingly, we are required to make estimates, judgments and assumptions that we believe are reasonable. We base our estimates on historical experience, contract terms, observance of known trends in our company and the industry as a whole, and information available from other outside sources. Estimates affect the reported amounts and related disclosures. Actual results may differ from initial estimates. There have been no material changes to the critical accounting policies outlined in the Company’s annual report on form 10-K for the fiscal year ended April 30, 2013.

13

Revenue Recognition

Our revenues are derived primarily from the sales of complete wagering systems, lottery terminals, the OpenElect® and PBC voting systems, other software and software support services. We recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable, and collection is probable. Product is considered delivered to the customer once it has been shipped and the title and risk of loss have been transferred.  Service revenues are recognized as the services are rendered, and the related costs of services are recognized on a time and materials basis.

Revenue Recognition for Arrangements with Multiple Deliverables

For multi-element arrangements that include hardware products containing software essential to the hardware product’s functionality, undelivered software elements that relate to the hardware product’s essential software, and undelivered non-software services, we allocate revenue to all deliverables based on their relative selling prices. In such circumstances, we use a hierarchy to determine the selling price to be used for allocating revenue to deliverables: (i) vendor-specific objective evidence of fair value (“VSOE”), (ii) third-party evidence of selling price (“TPE”) and (iii) best estimate of the selling price (“ESP”). VSOE generally exists only when we sell the deliverable separately and VSOE is the price actually charged for that deliverable. TPE is determined based on competitor prices for similar deliverables when sold separately. ESPs reflect our best estimates of what the selling prices of elements would be if they were sold regularly on a standalone basis.

For sales of hardware products, we provide various hardware components containing software essential to the hardware product’s functionality, and other components depending on the customers’ needs. We allocate revenue to these deliverables using the relative selling price method. Because we have not established VSOE or TPE for the hardware, with essential software, revenue is allocated based on ESPs. Determining ESPs requires management’s judgment. Revenue is recognized upon shipment of the hardware and the related essential software, provided the other conditions for revenue recognition have been met. We also provide software support and product support services on a standalone basis from the sales of the hardware. Amounts allocated to software support and product support services are based on VSOE using hourly or daily billing rates. Revenue is deferred until the services are performed. For annual software licenses, we use VSOE. Amounts allocated to annual software licenses are deferred and recognized on a straight-line basis over the service period, which is typically one year.

We consider multiple factors depending on the unique facts and circumstances related to each deliverable when determining ESPs for deliverables without VSOE or TPE. Key factors considered by the management in developing the ESPs for the hardware include the costs of manufacture and what a customer would reasonably pay based on the features being offered, trends in the market place, size of the territory, and competitive prices. If the facts and circumstances underlying the factors change, including the estimated or actual costs incurred to provide the hardware with the essential software, or should future facts and circumstances lead the management to consider additional factors, our ESP for the hardware with essential software related to future sales could change.

Revenue Recognition for Percentage-of-Completion Method

For our complete wagering and lottery systems, we recognize revenue by using the percentage-of-completion method when the contracts for complete systems fulfill the following criteria:

1.	Contract performance extends over long periods of time;
2.	The software portion involves significant production, modification or customization;
3.	Reasonably dependable estimates can be made on the progress towards completion, contract revenues and contract costs; and
4.	Each element is essential to the functionality of the other elements of the contracts.

Under the percentage-of-completion method, sales and estimated gross profits are recognized as work progresses. Progress toward completion is measured by the ratio of costs incurred to total estimated costs. Revenue and gross profit may be adjusted prospectively for revisions in estimated total contract costs. If the current estimates of total contract revenue and contract cost indicate a loss, a provision for the entire loss on the contract is recorded in the period in which it becomes evident. The total estimated loss includes all costs allocable to the specific contract.

14

RESULTS OF OPERATIONS

Revenue Analysis	Three Months Ended							Six Months Ended
(Amounts in thousands)	October 31,							October 31,
Revenues	2013		2012		Change			2013		2012		Change
Products:
Contracts	$	8,450	$	1,695	$	6,755		$	15,548	$	4,357	$	11,191
Spares		171		174		(3	)		199		476		(277	)
Licensing		94		178		(84	)		278		227		51
Total Products		8,715		2,047		6,668			16,025		5,060		10,965
Services:
Software Support		219		198		21			440		399		41
Product Servicing and Support		40		152		(112	)		275		228		47
Total Services		259		350		(91	)		715		627		88
	$	8,974	$	2,397	$	6,577		$	16,740	$	5,687	$	11,053

Significant fluctuations in period-to-period contract revenue are expected in both gaming and voting industries since individual contracts are generally considerable in value, and the timing of contracts does not occur in a predictable trend. Contracts from the same customer generally may not recur or generally do not recur in the short-term. Accordingly, comparative results between quarters may not be indicative of trends in contract revenue.

The current domestic and global economic slowdown and tightening of the credit markets may adversely affect our business and financial condition in ways that we cannot reasonably predict. For the gaming business, due to the tightening of the credit markets, our potential and existing customers may not be able to secure financing for lottery projects which could effectively impact our revenue potential. For the voting business, various government entities and jurisdictions have experienced severe budget constraints which could compel them to delay or cancel their purchasing decisions, and hence, impact our ability to generate revenue.

Contract revenue for the three months ended October 31, 2013 was approximately $8.5 million, compared to $1.7 million for the corresponding period in 2012. For the six months ended October 31, 2013, contract revenue was approximately $15.5 million, compared to $4.4 million for the corresponding period in 2012. Significantly higher contract revenues were primarily due to lottery product and hardware component sales related to the gaming and totalizator industries. The increase is partially offset by the absence of turnkey lottery system sales and decreased contract activities for the voting segment.

Spares revenue for the three months ended October 31, 2013 remained relatively constant at $171,000, compared to $174,000 for the same period in 2012. Spares revenue for the six months ended October 31, 2013 was $199,000, compared to $476,000 for the corresponding period in 2012. The decrease was primarily due to lower demand for spare parts from an unrelated customer in the gaming segment. Customers' demand for spare parts fluctuates from period to period.  

Licensing revenue for the three months ended October 31, 2013 was $94,000, compared to $178,000 in 2012. Lower licensing revenue was primarily due to decreased contract activities related to the voting segment. For the six months ended October 31, 2013, licensing revenue was $278,000, compared to $227,000 for the corresponding period in 2012. The increase in licensing revenue was primarily due to additional executed licensing agreements related to the voting segment. We derive licensing revenue from both voting and lottery contracts.

Software support revenue for the three months ended October 31, 2013 was $219,000, compared to $198,000 for the same period in 2012. For the six months ended October 31, 2013, software support revenue was $440,000, compared to $399,000 in the same period in 2012. The increases were primarily due to higher fees charged to a customer in the gaming segment.

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Product servicing and support revenue for the three months ended October 31, 2013 was $40,000, compared to $152,000 for the corresponding period in 2012. The decrease was primarily due to the lower demand of support services from an unrelated customer in the gaming segment and lower demand of support services from customers in the voting segment. For the six months ended October 31, 2013, product servicing and support revenue was $275,000, compared to $228,000 for the same period in the prior year. The increase was primarily due to higher demand for support services from an unrelated customer in the voting segment, partially offset by lower demand for support services from an unrelated customer in the gaming segment.

Related party revenue of approximately $8.6 million accounted for 96% of total revenue in the three months ended October 31, 2013, compared to $909,000 or 38% of total revenue in the corresponding period in 2012. For the six months ended October 31, 2013, related party revenue of approximately $8.8 million accounted for 53% of total revenue, compared to $3.1 million or 54% of total revenue in the corresponding period in 2012. 

Cost of Sales and Gross Profit Analysis

The following table summarizes the cost of sales and gross profit margins as a percentage of total revenues for each of the periods shown:

	Three Months Ended October 31,								Six Months Ended October 31,
(Amounts in thousands)	2013				2012				2013				2012
Revenues:
Products	$	8,715	97	%	$	2,047	85	%	$	16,025	96	%	$	5,060	89	%
Services		259	3	%		350	15	%		715	4	%		627	11	%
Total revenues	$	8,974	100	%	$	2,397	100	%	$	16,740	100	%	$	5,687	100	%
Cost of sales:
Products	$	4,820	54	%	$	1,133	47	%	$	10,746	64	%	$	2,850	50	%
Services		107	1	%		128	6	%		238	1	%		203	4	%
Total costs of sales	$	4,927	55	%	$	1,261	53	%	$	10,984	65	%	$	3,053	54	%
Gross profit:
Products	$	3,895	43	%	$	914	38	%	$	5,279	32	%	$	2,210	39	%
Services		152	2	%		222	9	%		477	3	%		424	7	%
Total gross profit	$	4,047	45	%	$	1,136	47	%	$	5,756	35	%	$	2,634	46	%

In general, individual contracts are significant in value and certain contracts are awarded in a highly competitive bidding process. The gross profit margin varies from one contract to another, depending on the size of the contract and the competitiveness of market conditions. Accordingly, comparative results between quarters and fiscal years may not be indicative of trends in gross profit margin.

Overall gross profit margin was 45% for the three months ended October 31, 2013, compared to 47% for the corresponding period in 2012. For the six months ended October 31, 2013, overall gross profit margin was 35% compared to 46% for the corresponding period in 2012. Higher cost structures related to gaming contracts attributed to the lower gross profit margins in 2013 compared to 2012.

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Selling, General and Administrative

Selling, general and administrative ("SG&A") expenses for the three months ended October 31, 2013 were $836,000, compared to $644,000 in the same period in 2012. For the six months ended October 31, 2013, SG&A expenses were $1.4 million, compared to $1.2 million for the corresponding period in 2012. Higher SG&A expenses in 2013 were primarily due to the increased consulting and legal fees, higher expenses incurred for marketing activities related to the voting segment and employee related expenses, partially offset by lower trade show and proposal activities for both the gaming and voting segments.

Income Tax Provision

The provisions for income taxes were approximately $1.2 million and $1.7 million for the three and six months ended October 31, 2013, respectively. The effective rate was 39.22% for 2013, compared to a minimal effective rate for 2012. The increase in the effective rate for 2013 was due to the reversal of a portion of the valuation allowance and recording of a deferred tax asset at April 30, 2013, of which portions were recognized in the first and second quarters of the fiscal year ending 2014.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity

Our net working capital as of October 31, 2013 was approximately $10.5 million.

Contract backlog as of October 31, 2013 was approximately $5 million. Of this amount, approximately $2.7 million is attributable to a lottery product order from a related customer. The remaining contract backlog amount of approximately $2.3 million is related to gaming and voting contracts with unrelated customers. As of October 31, 2013, approximately $1.1 million of the contract backlog has been paid by customers.

Additional sources of cash through October 31, 2014 are expected to be derived from spares, software and technical support and licensing revenues. Uses of cash are expected to be for normal operating expenses and costs associated with contract deliverables.

While we anticipate that we will be successful in obtaining additional product or service contracts to enable us to continue normal operations through October 31, 2014, there can be no assurance that we will be able to acquire new contracts.

In the highly competitive industries in which we operate, operating results may fluctuate significantly from period to period. We anticipate that our cash flows from operations, expected contract payments and available cash will be sufficient to enable us to meet our liquidity needs through at least October 31, 2014. Although we are not aware of any particular trends, in the event that we are unable to secure new business, we may experience reduced liquidity or insufficient cash flows.

The following table summarizes our cash flow activities:

	Six Months Ended
	October 31,			October 31,		Increase
	2013			2012		(Decrease)
(Amounts in thousands)
Condensed cash flow comparative:
Operating activities	$	(369	)	$	593	$	(962	)
Investing activities		654			75		579
Net increase in cash and cash equivalents	$	285		$	668	$	(383	)

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Cash Flow Analysis

Net cash used in operating activities was approximately $369,000 for the six months ended October 31, 2013, compared to net cash provided by operating activities of $593,000 in 2012. The principal components of the net decrease in cash flow from operations were the decreased deferred revenues and accounts payables, and the increased accounts receivables. These were partially offset by net income of $2.6 million, a decrease in deferred income taxes and a decrease in inventory reflecting shipments.

Net cash provided by investing activities was $654,000 for the six months ended October 31, 2013, compared to $75,000 in 2012. The increase in net cash flow from investments was due to the redemption of the matured certificates of deposit and the increase in capital expenditures related to tooling and computer equipment.

There were no financing activities during the six months ended October 31, 2013 or 2012.

Capital Resources

As of October 31, 2013, we did not have outstanding credit facilities.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable

ITEM 4. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

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

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

There have not been any changes in the Company’s internal control over financial reporting during the quarter ended October 31, 2013 that have materially affected, or are reasonably likely to materially affect the Company’s internal control over financial reporting.

PART II	OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS

The Company is currently not a party to any pending legal proceedings, and no such action by or, to the best of its knowledge, against the Company has been threatened as of the date of this report.

ITEM 1A. RISK FACTORS

There have been no material changes to the risk factors relating to our business as disclosed in our Form 10-K for the fiscal year ended April 30, 2013 filed with the SEC on July 9, 2013.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Not applicable  

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable

ITEM 5. OTHER INFORMATION

Not applicable

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ITEM 6. EXHIBITS

A.          Exhibits

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

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SIGNATURES

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

Dated: December 12, 2013		INTERNATIONAL LOTTERY & TOTALIZATOR SYSTEMS, INC.
	/s/	Jeffrey M. Johnson Jeffrey M. Johnson President (Principal Executive Officer) and Acting Chief Financial Officer (Principal Financial Officer)