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Reverse merger paying off in security company's stock rise.


IN the past month, shares of Global ePoint Inc. have risen by 70 percent.

Why?

Don't ask Toresa Lou, who became chief executive of the City of Industry-based company last year after the privately held firm she ran, McDigit Inc., took over the public shell in a reverse merger.

"I'm new to running a public company," said Lou. "I'm not sure how the stock market responds yet."

Global ePoint, which at one time manufactured lottery machines A lottery machine is the machine used to draw the winning numbers for a lottery.

Early lotteries were done by drawing numbers, or winning tickets, from a container.
, now designs surveillance security systems for airline and law enforcement agencies A law enforcement agency (LEA) is a term used to describe any agency which enforces the law. This may be a local or state police, federal agencies such as the Federal Bureau of Investigation (FBI) or the Drug Enforcement Administration (DEA). .

On April 14, the company announced it was acquiring a tiny Glendale-based firm, Perpetual Digital, for $400,000 and performance-based earn-out payments for the next year.

That day, the stock jumped $1.13 a share--a 19 percent rise, implying an increase in market value of more than $12 million. At a recent price of $7.04 on April 21, Global ePoint is valued at $75.6 million. Since bottoming at $3.57 in late February, the stock has nearly doubled.

Since acquiring McDigit last August, Global ePoint's business has gotten more robust.

A few days after the merger, Global ePoint was selected by a U.S. Air Force contractor as the sole source to develop an advanced video recorder See DVR, DVD-R and DVD drives.  for use aboard a B-1 Bomber bomber

Military aircraft designed to drop bombs on surface targets. Aerial bombardment can be traced to the Italo-Turkish War (1911), in which an Italian pilot dropped grenades on two Turkish targets.
.

For the fourth quarter, net income fell to $135,000, compared with $272,000 for the like period a year ago. The most recent quarter, however, included nearly $700,000 in start-up costs related to its digital video technology division, while sales rose to $13.1 million from $2.5 million.

Global ePoint's origins come from a business far afield of security technology: It used to sell lottery tickets.

Formerly San Diego-based Lottery Enterprises Inc., the company changed its name to On-Point Technology Systems Inc. in 1996, under former Chief Executive Frederick Sandvick.

Sandvick, who had worked in the gaming industry prior to joining On-Point, ran the company through hard times. In 2000, On-Point restated three years' worth of earnings after changing the way it accounted for one of its leases. In 2001, the company changed its name to Global ePoint and agreed to sell its lottery ticket business to Mason, Ohio-based Interlott Technologies Inc.

After that, Sandvick sought to sell what remained of Global ePoint--essentially its name, its public company status and a deferred payment agreement with Interlott.

One planned deal fell through, but that's when Sandvick found McDigit.

"Frederick was just looking to merge with another company so he could transition it to another business," said Lou.

In 2002, the two companies began discussing a merger that eventually resulted in Global ePoint agreeing to acquire all the outstanding shares of McDigit, in exchange for 55.1 percent of Global's outstanding shares.

"We asked them why we need to merge with them," said Lou. "After all, we had a company, we are making money."

Sandvick tried the hard sell. "He said there is a lot of benefit to merging because we got a better valuation," she said. "We would have currency. It made me interested."

As a part of that deal, McDigit received $7 million and became a public company. In December, former Los Angeles Los Angeles (lôs ăn`jələs, lŏs, ăn`jəlēz'), city (1990 pop. 3,485,398), seat of Los Angeles co., S Calif.; inc. 1850.  Police Chief Daryl Gates Daryl F. Gates was the Chief of the Los Angeles Police Department (LAPD) from 1978 until 1992. Early life
Daryl Francis Gates was born to a Mormon mother and a Catholic father in the Highland Park district of Los Angeles on August 30, 1926; the family soon relocated to
 became vice president of business development for Global ePoint's Sequent (Sequent Computer Systems, Inc., Beaverton, OR, www.sequent.com) A computer company founded in 1983 by 17 ex-employees of Intel that specialized in multiprocessing systems for the client/server environment.  digital technology division.

Sandvick left the company in August, after the deal closed, and is now works as a consultant for the firm, Lou said.

One drawback DRAWBACK, com. law. An allowance made by the government to merchants on the reexportation of certain imported goods liable to duties, which, in some cases, consists of the whole; in others, of a part of the duties which had been paid upon the importation.  to the way McDigit became public is that Wall Street pays scant scant  
adj. scant·er, scant·est
1. Barely sufficient: paid scant attention to the lecture.

2. Falling short of a specific measure: a scant cup of sugar.
 attention to the company.

"That's the problem with these reverse mergers," said Brian Mulvaney, an investment banker Investment Banker

A person representing a financial institution that is in the business of raising capital for corporations and municipalities.

Notes:
An investment banker may not accept deposits or make commercial loans.
 with Seidler Cos. "As a public company, you need firms to make a market in your stock, you need analysts, you need investors. A reverse merger isn't like a traditional IPO (Initial Public Offering) The first time a company offers shares of stock to the public. While not a computer term per se, many founders, employees and insiders of computer companies have found this acronym more exciting than any tech term they ever heard. , where you have a road show to introduce yourself to Wall Street."

But the company has attracted several institutional investors Institutional Investor

A non-bank person or organization that trades securities in large enough share quantities or dollar amounts that they qualify for preferential treatment and lower commissions.
, including the California Public Employees' Retirement System and Vanguard Group, and hired an investor relations Investor relations

The process by which the corporation communicates with its investors.
 firm.

Lou said the company has been talking to Noun 1. talking to - a lengthy rebuke; "a good lecture was my father's idea of discipline"; "the teacher gave him a talking to"
lecture, speech

rebuke, reprehension, reprimand, reproof, reproval - an act or expression of criticism and censure; "he had to
 investment bankers and is looking at acquisitions. She declined to give specifics, but has said in the past that the company plans to expand into other markets, such as medical applications.
Global ePoint Inc.

[GRAPHIC OMITTED]

YEAR (Dec. 31)                     2003        2002

Revenue (millions)                $21.4        $9.2
Total Expenses (millions)           4.9         1.9
Operating Income (millions)       (0.7)         0.8
Net Income (millions)               0.4         0.8
Earnings Per Share              ($0.05)     ($0.13)

SUMMARY

Business: Surveillance security systems
Headquarters: City of Industry
CEO: Toresa Lou
Market Cap: $75.6 million    Dividend Yield: None
Total Liabilities: $7.3 million    P/E Ratio: N/A *
Long-Term Debt: $0

* Company is not profitable

Quarterly Net Income (thousands)

SUMMARY

Business: Surveillance security systems

Headquarters: City of Industry

CEO: Toresa Lou

Market Cap: $75.6 million Dividend Yield: None

Total Liabilities: $7.3 million P/E Ratio: N/A *

Long-Term Debt: $0

* Company is not profitable
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No portion of this article can be reproduced without the express written permission from the copyright holder.
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Article Details
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Title Annotation:Corporate Focus
Author:Simons, Andrew
Publication:Los Angeles Business Journal
Date:Apr 26, 2004
Words:826
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